Globus Power Generation Ltd

Dear Shareholders,

Globus Power Generation Limited,

The Directors of your Company are pleased to present the 39th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS*

The Company's financial performance for the financial year ended March 31, 2024 in comparison to the previous year is as below:

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the financial year ended March 31, 2024, the Company recorded revenue of Rs. 4,31,000/-, a significant increase from Rs. 43,000/- in the previous financial year. Additionally, the Company achieved a profit of Rs. 6,75,13,000/- during the year under review, marking a turnaround from the loss of Rs. 12,44,92,000/- in the previous financial year.

Currently, your Company is exploring alternative business avenues and is engaged in discussions and negotiations with various vendors to evaluate potential opportunities.

TRANSFER TO STATUTORY RESERVES

During the year under review, the Board does not propose to transfer any amount to general reserve.

STATE OF AFFAIRS OF THE COMPANY

The Company is engaged in the business of making strategic investments in infrastructure sector and particularly power generation business and acquisition of portfolio of wind/biomass power plants and to make them part of their group. The Company is a listed entity on BSE in the name of Globus Constructors and Developers Ltd. having its security code-526025 & ISIN –INE064L01015.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company.

SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31, 2024 stands at Rs. 102,00,00,000/- divided into 10,20,00,000/- equity shares of Rs. 10/- each. The Paid-up Share Capital of your Company is Rs. 98,94,84,800/- divided into 9,89,48,480 equity shares of Rs. 10/- each.

ACCOUNTS

The Financial Statements of your Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013 ("Act"), Accounting Standards IND AS and Various Regulations as prescribed by the Securities and Exchange Board of India (SEBI).

DIVIDEND

The Board has not recommended any dividend payment for the financial year 2023-24.

PUBLIC DEPOSIT

During the reporting period, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY

During the reporting period, the Company did not have Subsidiary, Associate Company or Joint Venture Company. Hence, the requirements as prescribed under first proviso to sub-section (3) of section 129 read with Rule 5 of the Companies Account (Rules), 2014 are not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS ("KMP")

Your Company's Board is duly constituted and is in compliance with the requirements of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and is mentioned below:

The Company has the following Directors as on March 31, 2024:

There is no change in the composition of the Board of the Company during the reporting period.

Retirement of Director by Rotation

In terms of the provisions of Section 152 (6) of the Act and Articles of Association of the Company, the period of office of not less than two-thirds of the total number of Directors of the Company shall be liable to determination by retirement by rotation, out of which at least one-third Directors shall retire at every Annual General Meeting.

In view of the above, Mr. Amitabh Tandon (DIN: 01049659), Director of the Company, would be retiring as a director by rotation and being eligible for re-appointment

Necessary Resolution for approval of the reappointment of Mr. Amitabh Tandon has been included in the Notice of the forthcoming 39th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Profile of Mr. Tandon and as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is annexed with the Notice of the 39th Annual General Meeting of the Company.

During the financial year 2023-24, following directors were re-appointed in the 38th Annual General Meeting of the Company:

i) Mr. Abhay Khanna (DIN: 02153655) was re-appointed as Executive/Whole-time Director for a period of 3 (Three) consecutive years commencing from the conclusion of the 38th Annual General Meeting of the Company convened on September 28, 2023 till September 27, 2026.

ii) Mr. Amitabh Tandon (DIN: 01049659) was re-appointed as Non-Executive Director for a period of 5 (Five) consecutive years commencing from the conclusion of the 38th Annual General Meeting convened on September 28, 2023 till the conclusion of the 43rd Annual General Meeting of the Company to be convened in the financial year 2028-29.

iii) Mr. Suneel Vohra (DIN: 00022705) was re-appointed as Non-Executive Director for a period of 5 (Five) consecutive years commencing from the conclusion of the 38th Annual General Meeting convened on September 28, 2023 till the conclusion of the 43rd Annual General Meeting of the Company to be convened in the financial year 2028-29.

All the Directors of the Company have confirmed that they are not disqualified from staying on the Board of Directors in terms of Section 164(2) of the Act and they have also submitted a Declaration to that effect.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), a Certificate from Mrs. Soniya Gupta, Practicing Company Secretary to effect that none of the Company's Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Details of Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Act, read with the Rules framed there under:

#During the year under review, Appointment of Ms. Kamini, (Qualified Member of Institute of Company Secretaries of India having Membership No. A71118) as Company Secretary of the Company was confirmed by Board at its meeting convened on August 10, 2023, who was appointed in the Company as Company Secretary on June 07, 2023.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act read with rules made thereunder, Mrs. Nishi Sabharwal (DIN:06963293), Mrs. Chhavi Prabhakar (DIN:07553853) and Mr. Thamattoor Prabhakaran Nair (DIN: 03608795) are acting as Independent Directors in the Board of the Company.

Pursuant to the provisions of Section 149 of the Act, all Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) read with Regulation 25(8) of Listing Regulations. The Board of Directors took note of the abovementioned declarations at its meeting convened on May 10, 2024.

Further, they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act which forms part of the Company's Code of Conduct for Directors and Senior Personnel.

Independent Directors' Meeting

In compliance with the requirements of Regulation 25(3) of Listing Regulations and Section 149 read with Schedule IV of the Act, a Meeting of the Independent Directors was convened on February 09, 2024 without the participation of the Executive Directors or Management Personnel.

The Independent Director carried out the performance evaluation of Non-Independent Directors and the Board of Directors as a whole, the performance of the Chairman of the Company, the quality, contents and timeliness of the flow of information between the Management and Board, based on the performance evaluation framework of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (Four) meetings of the Board of Directors of the Company were convened. Details about the meetings of the Board and Committees of the Board of Directors of the Company, their compositions and attendance of the Members in their meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

The periodicity between the 2 (Two) Board Meetings was within the maximum time gap as prescribed in the Act & Listing Regulations.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, Individual Directors and Committees of the Board was conducted by the Board of Directors in accordance with the provisions of the Act and the Listing Regulations.

The performance evaluation was carried out by the Board through a structured evaluation process covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, leadership attributes of directors through vision and values, effectiveness of working, strategic thinking and decision making, adequacy of business strategy and information, etc. The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated.

A separate meeting of the Independent Directors was also convened wherein the performance of Non-Independent Directors and the Board as a whole; the performance of the Whole-time Director; assessing of quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors was evaluated. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME MODULE

As required under Regulation 25(7) of Listing Regulations, the Company Familiarize the Independent Director with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, operations of the Company, etc. They are also informed of the significant policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel. The Familiarization Program Module for Independent Directors of the Company has been adopted by the Board of Directors. The particulars of the familiarization program for

Independent Directors may be accessed on the Company's Website http://www.gpgl.in/assets/familization-module.pdf in compliance of the provisions of Regulation 46(2)(i) of Listing Regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & (10) of the Act read with rules made thereunder and the Regulation 22 of Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors and customers to report concerns about unethical behaviour, actual or suspected fraud, violation of code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of Whistle Blower and also provides for direct access to the Whistle Blower to the Chairman of the Audit Committee.

The Vigil Mechanism Policy may be accessed on the Company's website at the link http://www.gpgl.in/assets/vigil_ mechanism_policy.pdf

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report. The Risk Management Policy may be accessed on the Company's website at the link http://www.gpgl.in/assets/risk-management-policy.pdf

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN IN THE WORKPLACE

In terms of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013, the Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints at the workplace of any women employee. The Company has adopted a policy on sexual harassment of women that was approved by the Board to ensure a free and fair inquiry process on complaints received from the women employees about Sexual Harassment, also ensuring complete confidentiality of information.

Details of the constitution of the committee forms the part of the policy and have been uploaded on the website of the Company under the link http://www.gpgl.in/assets/sexual-harresment-policy.pdf

During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AFFECTING THE BUSINESS OPERATIONS AND FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provision of section 134(3)(c) of Companies Act, 2013, your Directors confirm that: i) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards and Schedule III of the Act, have been followed and there are no material departures from the same; ii) The Directors 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 the affairs of the Company at the end of the financial year 2023-2024 and of the profit/ loss of the Company for the year ended as on that date; iii) The Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in the accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the Annual Accounts on a going concern basis. v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

As per the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014, M/s D R & Associates, Chartered Accountants (FRN: 018213N), was appointed as the Statutory Auditor of the Company at the 38th Annual General Meeting of the Company convened on September 28, 2023 to hold the office for a term of 5 (Five) consecutive years commencing from the conclusion of 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting to be convened in the financial year 2028-29.

M/s D R & Associates, Chartered Accountants (FRN: 018213N), being the Statutory Auditors of the Company presenting the Auditors' Report on the accounts of the Company for the financial year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under section 143(12) of the Act during the year under review.

SECRETARIAL AUDITOR

In terms of Section 179 & 204 (1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8 of Companies (Meeting of Board and its Powers) Rules, 2014 and other applicable provisions, M/s Soniya Gupta & Associates, Company Secretary in Practice is re-appointed as Secretarial Auditors of the Company to audit the secretarial and related records of the Company for the financial year 2024-25 by the Board at its meeting convened on May 10, 2024.

The Secretarial Audit Report for the financial year 2023-24 is attached as "Annexure-1" to this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse mark.

In compliance of Regulation 24A of Listing Regulations, the Company has obtained the Secretarial Compliance Report from M/s Soniya Gupta & Associates, Practicing Company Secretaries and reported the same to the BSE limited, Stock Exchange on May 22, 2024.

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

INTERNAL AUDITOR

In terms of Section 179 &138 of the Act read with rules made thereunder, M/s K Y N J and Co, Chartered accountant (FRN: 031505N), is appointed as Internal Auditor of the Company to conduct the internal audit of the functions and activities of the Company for the financial year 2024-25 by the Board at its meeting convened on May 10, 2024.

COST RECORDS

Your Company is not required to maintain cost records as prescribed under the Act.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company at www. gpgl.in.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the reporting, the Company has not entered into any contract/arrangement with a related party as specified under section 188 of the Act. Further, there has been no materially significant related party transaction having potential conflict with the interest of the Company. Therefore, disclosure in Form AOC-2 is not required.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company under the link http://www.gpgl.in/assets/rpt-policy.pdf.

Conservation of Energy

Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply.

Research & Development

There was no research and development activity carried out during the financial year.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

Foreign Exchange-Earning /Outgo

There was no transaction made by the Company involving Foreign Exchange earning and/or outgo.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company is attached to the Board's Report as "Annexure-2".

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Nomination and Remuneration Policy for Directors, KMPs and other employees. The Company's Policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is disclosed in the Corporate Governance Report, which forms part of this Report and is also available on the website of the Company under the link www.gpgl.in.

INDUSTRIAL RELATIONS

The Company remains regularly in touch with each employee with regard to solving their grievance and maintains high quality standards for them. The Industrial relations of your Company are normal.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI as per Regulation 27 of Listing Regulation.

A separate Report on Corporate Governance along with a certificate from M/s Soniya Gupta and Associates, Practising Company Secretaries in compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is forming the part of this Annual Report as "Annexure- 3".

INTERNAL FINANCIAL CONTROLS

The Company has in place internal financial controls commensurate with the nature and size of business operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance with corporate policies. Independent Internal Auditors carry out Audits. Further, the Secretarial Auditors and the Statutory Auditors are also responsible for checks during the course of their respective audits. The Audit Committee reviews Audit Reports submitted by the Internal Auditors.

Suggestions for improvement are considered and the Audit Committee follows up the implementation of corrective actions. The Committee also meets the Company's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations from time to time.

OPERATIONS AND BUSINESS PERFORMANCE

Pursuant to the provisions of Regulation 34(2) (e) of the Listing Regulations, a report on Management Discussion & Analysis ("MDAR") is annexed herewith as "Annexure-4" which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of Act read with rules made thereunder, shareholders' approval by way of Special Resolution was obtained at the Annual General Meeting convened on September 27, 2022, for loans given, investments made, guarantees provided, or securities provided by the Company upto an extent of Rs. 5000 crores (together with the existing loans & advances or security or guarantee has already been taken)

Particulars of loans, guarantees and investments covered under section 186 of the Act form part of the Notes to the financial statements provided in this Annual Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in the future.

OTHER DISCLOSURES

a) During the reporting period, the Company did not submit any applications under the Insolvency and Bankruptcy Code, 2016. Hence, no proceeding is pending under the Code.

b) The requirement to state the difference between the valuation amount at the time of one-time settlement and the valuation amount when obtaining loans from banks or financial institutions does not arise, as it does not apply to the company.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.