Flomic Global Logistics Ltd Directors Report

The Directors are pleased to present the 45 th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026, along with the Auditors Report thereon.

1) FINANCIAL SUMMARY

The financial performance of the Company for the financial year ended 31st March, 2026, as compared with the previous financial year, is summarised below:

(Rs in Lakhs)

Particulars	2025-26	2024-25
Total Income	Rs43,307.18	Rs50,329.94
Total Expenses	Rs43,237.95	Rs49,855.30
Profit before Tax and Exceptional Items	Rs69.23	Rs474.64
Exceptional Income	Nil	Nil
Profit before Tax after Exceptional Items	Rs69.23	Rs474.64
Tax Expense / (Benefit)	Rs38.22	Rs105.09
Profit for the Year	Rs31.01	Rs369.55
Other Comprehensive Income / (Loss)	Rs14.45	(Rs17.60)
Total Comprehensive Income	Rs45.46	Rs351.95
Earnings per Equity Share - Basic	Rs0.17	Rs2.03

2) Dividend:

The Members had approved a Final Dividend at the rate of 1%, i.e. Rs0.10 per equity share, for the financial year ended 31st March, 2025, which was subsequently paid by the Company.

In view of the financial performance of the Company during the financial year 2025-26 and with a view to conserving resources for the business, the Board of Directors has not recommended any dividend for the financial year ended 31st March, 2026 .

3) Transfer To Reserves:

The Board of Directors has decided to retain the entire amount of profit for FY 2025-26 appearing in the Statement of profit and loss.

4) Changes in the nature of Business:

During the year under review, there was no change in the nature of business of the Company.

5) Companys Performance:

The revenue of the Company for the current year was Rs43,307.18 Lakhs , representing a decrease of Rs7,022.76 Lakhs over the previous years revenue of Rs50,329.94 Lakhs .

The Profit after Tax for the current year was Rs31.01 Lakhs , as compared with Rs369.55 Lakhs in the previous year.

6) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings /Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

A) Conservation of Energy:

The Company is engaged in the logistics sector and is not involved in any manufacturing activity. The operations of the Company are not energy-intensive. Nevertheless, the Company continues to undertake appropriate measures for conservation of energy.

i. Steps taken or impact on conservation of energy:

The operations of the Company are not energy-intensive. However, adequate measures have been initiated for conservation of energy.

ii. Steps taken by the Company for utilising alternate sources of energy:

Although the operations of the Company are not energy-intensive, the Company shall explore the use of alternate sources of energy, as and when the need arises.

iii. Capital investment on energy conservation equipment: Nil.

B) Technology Absorption:

i. Efforts made towards technology absorption - The minimum technology required for the business has been absorbed

ii. Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. the details of technology imported - Not Applicable

b. the year of import - Not Applicable

c. whether the technology has been fully absorbed - Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

e. Expenditure incurred on Research and Development - Not Applicable

C) Foreign Exchange Earnings and Outgo:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions.

Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on account of differences in foreign exchange rates on settlement/ translation of monetary assets and liabilities are recognized in the Profit and Loss Account .

7) Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as at 31 st March, 2026 is available on the Companys website at .

8) Management Discussion and Analysis:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Management Discussion and Analysis Report is set out as Annexure I forming part of this Annual Report.

9) Subsidiary Company:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

10) Related Party Transactions:

During the year 2025-26, the contracts and arrangements entered into by the Company with related parties were approved by the Audit Committee in accordance with applicable provisions of Section 177 of Companies Act, 2013 and by the Board of Directors in accordance with Section 188(1) of Companies Act, 2013, wherever applicable.

There were no materially significant related party transactions entered in to by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which could have a potential conflict with the interest of the Company at large.

Accordingly, the prescribed particulars of contracts or arrangements with related parties, in Form AOC-2, are not required to be disclosed, subject to the applicable provisions of the Act and Rules.

11) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management personnel and determination of their remuneration.

The remuneration policy of the Company is designed to foster a high-performance culture and enables the Company to attract, retain and motivate employees to achieve organisational objectives. The business model promotes customer centricity and requires employee mobility to address business and operational requirements.

12) Human Resources:

The Company considers its people to be one of its most valuable resources. The Company believes that success of any organization depends significantly upon the engagement, commitment and motivation of its employees.

The employees of the Company remain committed to their responsibilities and proactively participate in their respective areas of operations. The Companys human resource philosophy is aimed at motivating and developing an efficient work force, recognising that human capital is a vital resource contributing to organisational development and excellence.

13) Deposits:

The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there was no amount of principal or interest on deposits from the public outstanding as at March 31,2026, and there were no unpaid or unclaimed deposits as at that date.

14) Corporate Social Responsibility:

During the year under review the Company did not fall within the purview of Section 135 of the Companies Act, 2013. In line with CSR regulations during the year company has carried forwarded the excess expenditure of Rs 21 lacs incurred in financial year 24-25 for set off with future CSR obligation.

The CSR policy of the Company, as applicable, is available on the Companys website at . com .

15) Directors:

a. Directors And Key Managerial Personnel:

As at 31 st March, 2026, the Company had eight Directors comprising an optimum combination of Executive and Non-Executive Directors including one women Director. The Board comprises of six Non-Executive Directors, of whom four are Independent Directors.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following were the Key Managerial Personnels (KMPs) of the Company as at 31 st March, 2026:

- Mr. Lancy Barboza, Managing Director and CEO;

- Mr. Abhinandan Gupta, Chief Financial Officer; and

- Mr. Abhay Shah, Company Secretary.

Inductions:

The Board, at its meeting held on 14 th November, 2025 appointed Mr. Anthony Paul Kennedy Chettiar as a Non- Executive Independent Director with effect from 14 th November, 2025, subject to approval of Members at the ensuing General Meeting.

The Members subsequently approved the appointment of Mr. Anthony Paul Kennedy Chettiar as a NonExecutive Independent Director for a term of five years commencing from 14 th November, 2025 to 13 th November, 2030 through Postal Ballot.

Director retiring by rotation

In terms of Section 152 of the Act and Regulation 17 (1C) of the Listing Regulations, Mr. Satyaprakash Pathak, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A resolution seeking the approval of the Members for his re-appointment together with the requisite particulars, forms part of the Notice convening the ensuing Annual General Meeting.

In the opinion of the Board, the Directors appointed during the year possess the requisite integrity, expertise, experience and proficiency.

Retirements and resignations:

During the year under review, Mr. Aneish Kumaran Kumar resigned from the office of Non-Executive Independent Director with effect from the close of business hours on Friday, 22 nd August, 2025.

b. Declaration by Independent Directors:

All the Independent Directors have furnished declarations confirming that they meet the criterial of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

The Independent Directors have further confirmed that they are not debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate Affairs or any statutory authority.

In the opinion of Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency required for discharging their duties and responsibilities as Independent Directors .

c. Board Evaluation:

The Board has carried out an annual performance evaluation of its own performance, the individual Directors and its Committees in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations.

The Board evaluation was conducted through a structured questionnaire based on the criteria for evaluation laid down by the Nomination and Remuneration Committee.

A separate meeting of the Independent Directors was held to review the performance of the Chairman, the Non-Independent Director(s) and the Board as a whole as mandated under Schedule IV to the Companies Act, 2013 and applicable provisions of the Listing Regulations.

The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between the Companys management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

The action areas identified pursuant to the evaluation process have been discussed and are being implemented.

16) Familiarisation Programme for Independent Directors:

In compliance with the requirements of the Listing Regulations, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the Company, their roles, rights and responsibilities, the nature of the industry in which the Company operates, business model and relevant matters.

All newly inducted independent directors attend an orientation program. Details of the training and familiarization programme are provided in the Corporate Governance Report forming part of this Annual Report.

Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment setting out the Directors role, functions, duties and responsibilities.

17) Meetings of the Board:

During the financial year 2025-26, the Board of Directors met six times on the following dates: 26 th May, 2025, 12 th August, 2025, 22 nd August, 2025, 14 th November, 2025, 28 th January, 2026, 30 th March, 2026.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

18) Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

(a) In the preparation of Annual Accounts for the year ended on 31st March, 2026, the applicable accounting standards have been followed and there are not 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 on 31 st March, 2026 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the 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,

(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 such 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.

19) Nomination And Remuneration Committee:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of Section 178(1) of the Companies Act, 2013. Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a Director and has recommended to the Board a policy, relating to the remuneration of Directors, Key Managerial Personnel and other employees.

20) Particulars of Loans, Guarantees or Investments:

During the year under review, there were no loans, guarantee or investments made by the Company to which the provisions of Section 186 of the Companies Act, 2013 were applicable.

21) Material Changes and Commitments affecting the Financial Position of the Company:

There were no material changes or commitments affecting the financial position of the Company between the financial year to which the financial statements relate and the date of the report.

22) Auditors:

A. Statutory Auditor:

M/S DOOGAR & ASSOCIATES, Chartered Accountants, (having FRN 000561N) were appointed as a Statutory Auditor of the Company to hold office until the Conclusion of the of Annual General Meeting to be held in the Financial Year 2027.

The Statutory Auditorss Report on the financial statements of the Company forms part of this Annual Report.

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Auditors report. The Auditors Report is self-explanatory and does not call for further explanation or comments by the Board.

B. Secretarial Auditor:

During the year under review, the Members approved the appointment of HD and Associates, Practising Company Secretaries having Firm Registration No. S2018MH634200, as the Secretarial Auditors of the Company for a term of five consecutive years up to FY 2030.

The Secretarial Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Secretarial Audit Report is annexed to this Report as Annexure-II.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The requisite details relating to the appointment of the Secretarial Auditor form part of the Notice convening the ensuing Annual General Meeting and are placed before the Members for their approval, wherever applicable.

23) Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government during the year under review.

24) Listing with Stock Exchanges:

The equity shares of the Company are listed on the BSE Limited.

The Company has duly paid the applicable listing fees to BSE Limited.

25) Internal Control Systems and their Adequacy:

The Company has adequate system of internal control systems commensurate with the size, scale and nature of its business to safeguard and protect its assets from loss, unauthorized use or disposition.

All transactions are appropriately authorized, recorded and reported to the Management.

The Company maintains its books of account and prepares its financial statement in accordance with the applicable accounting standards and requirements of the Companies Act, 2013.

The Internal Auditor reviews and verifies the internal controls of the Company and monitors their effectiveness in accordance with the policies and procedures adopted by the Company.

The Company continues to maintain adequate systems and procedures commensurate with its size and nature of its business.

26) Maternity Benefits:

The Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible women employees, including maternity leave, nursing breaks, and other necessary facilities, in accordance with the law.

The Company also strives to provide a conducive and inclusive workplace environment that respects the health, safety, and dignity of women employees during and after maternity.

27) Meetings of Committees of the Board:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, the Rules made under the Listing Regulations.

During the year under review, the following Committees of the Board held meetings as indicated below:

Sr. No. Committee	No. of Meetings held
1. Audit Committee	6
2. Stakeholders Relationship Committee	2
3. Nomination & Remuneration Committee	4

The details regarding the composition, terms of reference, attendance and proceedings of the respective Committees are provided in the Corporate Governance Report forming part of this Annual Report.

28) Composition of committee of Board of Directors:

During the year the composition of certain Committee of Board underwent changes.

As at the date of signing of this Report the composition of the Committees is as follows:

- Audit Committee:

Suresh Shivanna Salian- Chairman Ananda Baban Ghungarde- Member Satyaprakash Pathak- Member

- Nomination and Remuneration Committee:

Suresh Shivanna Salian- Chairman Ananda Baban Ghungarde- Member Anita Lancy Barboza- Member

- Stakeholders Relationship Committee:

Ananda Baban Ghungarde- Chairman Suresh Shivanna Salian- Member Lancy Barboza- Member

- Corporate Social Responsibility Committee:

Rajendraprasad Bhagirthi Tiwari- Chairman Ananda Baban Ghungarde- Member Satyaprakash Pathak- Member

29) Particulars of Employees:

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure

- III and form an integral part of this Report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this Report.

However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts being sent to the members and other persons entitled thereto, do not include the aforesaid information.

The said information is available for inspection by Members. Any Member interested in obtaining a copy thereof, may write to the Company Secretary at

30) Whistle Blower:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website . com .

31) Corporate Governance:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and the Listing Regulations.

A separate section on Corporate Governance, together with the requisite certificate from the Statutory Auditors confirming compliance with applicable Corporate Governance requirements, forms part of this Annual Report.

32) Share Capital:

During the year under review the Authorised Share Capital was ^25,00,00,000 ( Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs 10/- ( Rupees Ten Only).

The Issued, Subscribed and Paid-up Share Capital of the Company was Rs 18,16,83,600/- (Rupees Eighteen Crores Sixteen Lakhs Eighty-Three Thousand and Six Hundred Only) divided into 1,81,68,360 (One Crore Eighty-One Lakhs Sixty-Eight Thousand Three Hundred and Sixty) Equity Shares of Rs 10/- ( Rupees Ten) each.

33) Business Responsibility and Sustainability Report:

Pursuant to applicable provisions of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company for the financial year 2025-26.

34) Compliance with Secretarial Standards:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118(10) of the Companies Act, 2013 during the Financial Year 2025-2026.

35) Disclosure under Sexual Harassment of Women at Workplace Act, 2013:

The Company has formulated and implemented a policy on prevention of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has put in place an appropriate mechanism for lodging and redressal of complaints and is committed to providing a workplace environment free from discrimination and harassment, including sexual harassment.

The following is a summary of sexual harassment complaints received and conclusively handled during the financial year 2025-26:

Particulars	No of Complaints
Number of complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending as on end of the financial year	NIL

36) Risk Management Policy:

The Board has overall responsibility for overseeing the Companys risk management framework, processes and systems.

The Board has evaluated the risks that may arise from the external factors including economic conditions, regulatory developments, competition and other business related factors.

The Executive management has embedded risk management processes within the relevant business and support functions and appropriate measures are undertaken to mitigate the impact of identified risks.

The Independent Directors have expressed their satisfaction that the adequacy of the Companys risk management systems and processes.

37) Equity Shares in the Suspense Account:

During the year under review, and in accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the Listing Regulations, there were no shares transferred to suspense account.

38) Flomic ESOP Scheme 2025 :

During the year Company has applied to stock exchange for approval of the Flomic ESOP Scheme 2025 covering 12,71,785 shares. On 17th Nov 2025 company has received in Principle approval from stock exchange for the ESOP scheme. In perusal of that NRC in its meeting on 30th March 2026 has approved granting of 402,850 stock options to eligible employees.

39) Inter se Transfer of Shares among Promoters:

During the financial year under review, the Promoter of the Company transferred certain equity shares of the Company to Mr. Alan Barboza, who was subsequently categorized as a member of the Promoter Group. The aforesaid transfer was undertaken in accordance with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 2015. The requisite disclosures in respect of the aforesaid transaction was duly made to the Stock Exchange(s) within the prescribed timelines.

40) Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the continued support and cooperation extended by the Companys customers, commercial banks, financial institutions, creditors and other stakeholders.

The Directors also place on record their appreciation of the contribution and commitment of the employees of the Company during the year under review.

For And on Behalf of The Board of Directors Flomic Global Logistics Limited
Sd/-	Sd/-
Lancy Barboza	Satyaprakash Pathak
Managing Director	Director
DIN: 01444911	DIN:00884844
Place: Mumbai Date: 12 th August, 2026