Globtier Infotech Ltd Directors Report

Dear Members,

GLOBTIER INFOTECH LIMITED

(Formerly known as Globtier Infotech Private Limited)

The Board of Directors ("Board") has immense pleasure in presenting the 14th Directors Report of GLOBTIER INFOTECH LIMITED ("the Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2026.

1. Financial Highlights

The financial performance of the Company for the financial year 2025-26, as compared to the previous financial year, is summarized below:

Particulars	Standalone for the Year Ended 31st March, 2026	Standalone for the Year Ended 31st March, 2025	Consolidated for the Year Ended 31st March, 2026	Consolidated for the Year Ended 31st March, 2025
Revenue from operations	7,30,462.40	9,42,268.61	7,53,592.51	9,43,895.90
Other income	6,306.89	4,259.15	5,049.83	4,205.32
Total income(A)	7,36,769.28	9,46,527.76	7,58,642.34	9,48,101.22
Cost of goods sold	1,512.98	-	1,512.98	-
Employee benefit expenses	3,06,612.92	4,41,338.01	3,11,683.02	4,43,785.92
Finance costs	13,850.98	18,824.12	13,858.01	18,910.50
Depreciation and amortization	45,130.66	29,754.09	45,130.66	29,754.09
Other expense	3,51,193.45	3,79,943.58	3,70,965.70	3,81,677.04
Total expenses(B)	7,18,300.99	8,69,859.79	7,43,150.37	8,74,127.55
Profit/(loss) before tax [C= (A-B)]	18,468.29	76,667.97	15,491.97	73,973.67
Current tax	8,081.84	23,864.78	9,417.85	23,864.78
Tax fr prior period	-31.29	-3,052.97	-31.29	-3,052.97
Deferred tax	-2,934.07	-4,505.97	-2,940.52	-4,575.58
Profit/(loss) for the year [C-D]	13,351.81	60,362.13	9,045.93	57,737.44
Earnings per share (basic) (Rs)	0.99	5.34	0.67	5.10
Earnings per share (diluted) (Rs)	0.99	5.34	0.67	5.10

2. Nature of Business

The Company has a managed IT and SAP support service provider, empowering businesses with IT solutions. Our offerings cover a wide range of IT services tailored to the needs of businesses of all sizes, from Small and Medium-Sized Enterprises (SMEs) to larger organizations across various industries. We focus on delivering solutions that help our clients adapt to industry changes, improve processes, and achieve their growth objectives through IT services.

The Company combines its IT industry expertise and technical capabilities to deliver solutions tailored to each clients specific requirements. Our commitment to quality across all services is reinforced by adherence to established IT practices, enabling us to consistently deliver reliable and effective results.

The Companys registered office is located in Noida, where we conduct the majority of our operations, and we maintain a Business Continuity Plan (BCP) facility in Bangalore to ensure service reliability. Both locations are equipped with connectivity, allowing us to provide uninterrupted services to our clients. To support our operations, we have invested in communication infrastructure and a backup pool of professionals who can step in when needed.

The Company strengthened its digital solutions portfolio during the year through the launch of its Cloud FinOps platform and continued investment in AI-driven service management capabilities. These initiatives are aimed at optimising cloud costs, enhancing operational efficiency, automating routine processes, and delivering improved business outcomes and customer experiences.

The Company offers a comprehensive portfolio spanning cloud, digital transformation, AI, analytics, cybersecurity, and managed IT services.

3. Financial Performance

During the year under review, the Company achieved a total income of INR 730,462.40 thousand on a standalone basis and INR 753,592.51 thousand on a consolidated basis, as compared to the previous years total income of INR 942,268.61 Thousands on a standalone basis and INR 9,43,895.90 on a consolidated basis. After accounting for expenses, the Company earned a net profit of INR 13,351.81 thousand on a standalone basis and INR 9,045.93 Thousands on a consolidated basis, compared to the previous years net profit of INR 60,362.13 Thousands on a standalone basis and INR 57,737.44 on a consolidated basis.

The management continues to focus on strengthening business operations, improving operational efficiencies, and exploring new growth opportunities. The board is confident that the initiatives being undertaken will contribute to enhanced business performance and improved profitability in the years ahead.

4. Statement of Affairs

During the financial year 2025-26, the management conducted a comprehensive review of the Companys operations and found its performance to be satisfactory, considering the prevailing geopolitical, macroeconomic, and industry scenario. The Board deliberated on the Companys performance and formulated new strategies aimed at expanding and strengthening the Companys business in the near future.

The Directors further wish to present the details of the business operations undertaken by the Company during the year under review:

Particulars	FY 2025-26	FY 2024-25
Revenue from operations	7,30,462.40	9,42,268.61
Other Income	6,306.89	4,259.15

5. Initial Public Offer (IPO) and Listing Year Disclosures

The Company completed its Initial Public Offer of up to 43,12,000 Equity Shares of INR 10/- each ("Equity Shares") of Globtier Infotech Limited ("Globtier" or the "Company" or the "Issuer") at an Offer Price of INR 72/- per Equity Share (the "Offer Price"), aggregating up to INR 3,10,464/- thousands, comprising a Fresh Issue of up to 38,11,200 Equity Shares aggregating to INR 2,74,406/- thousands and an Offer for Sale of up to 5,00,800 Equity Shares by the Selling Shareholder aggregating to INR 36,058/- thousands. The equity shares of the Company were listed on the SME Platform of BSE Limited with effect from 2nd September 2025.

Utilization of IPO Proceeds

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the statement of utilization of proceeds raised through the Initial Public Offer form fresh issue of shares, as against the objects stated in the Prospectus dated 18th August 2025, is given below:

Object as per Prospectus	Amount Proposed	Amount Utilized up to March 31, 2026
Funding working capital requirements	1,15,000	1,15,000
Repayment/prepayment, in full or part, of certain loans availed by the Company	83,000	83,000
General corporate purposes	40,906	40,906
IPO issue expenses	35,500	35,500
Total	2,74,406	2,74,406

There has been no deviation or variation in the utilization of IPO proceeds from the objects stated in the prospectus. The statement reviewed by the Audit Committee has been placed before the Board on a quarterly basis and disclosed to the Stock Exchange in terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

6. Change in Nature of Business If Any:

There has been no material change in the nature of business or commercial activities of the Company during the financial year 2025-26.

7. Dividend

In view of conserving resources for current business exigencies and future growth and working capital requirements, the profits of the Company are ploughed back into the business, and hence the Board of Directors do not recommend any dividend for the period under review. The Dividend Distribution Policy is available on the Companys website at https://globtierinfotech.com/policies/.

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF):

The provisions of Section 125(2) of the Companies Act, 2013, relating to the transfer of unpaid/unclaimed dividends and underlying shares to the Investor Education and Protection Fund (IEPF) are not applicable to the Company, as no dividend was declared or paid during the preceding years.

9. Transfer to Reserves

During the year under review, the Board of Directors has proposed to transfer an amount of INR 13,351.81/- to the General Reserve out of the profits of the Company, as detailed in the financial statements of the Company.

10. Share Capital

Authorized Share Capital

During the financial year 2025-26, the Company has an authorized share capital of INR 16,00,00,000/- (Indian Rupees Sixteen Crore only), consisting of 1,60,00,000 (One Crore Sixty Lakh) equity shares of face value of INR 10/- each.

Increase in Issued, Subscribed & Fully Paid-up share Capital

As of 01st April 2025, the Company has paid-up share capital of 1,13,10,000 (one crore thirteen lakhs ten thousand) equity shares of face value of INR 10/- (Indian Rupees Ten Only) each.

During the financial year 2025-26, the Company issued fresh equity shares of 38,11,200 equity shares of face value of INR 10/- (Indian Rupees Ten Only) to the public through an Initial Public Offering. The equity shares of the Company were listed on the SME Platform of BSE Limited on 2nd September 2025.

As of 31st March 2026, the paid-up share capital was 1,51,21,200 equity shares (one crore fifty-one lakh twenty-one thousand two hundred only) of face value of INR 10/- (Indian Rupees ten only) each.

Sweat Equity

The Company has not issued any sweat equity shares during the financial year 2025-26.

Employees Stock Option Plan

During the year, the Company has not granted any stock options.

Issue of Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights during the period under review.

Buy Back of Securities

The Company has not bought back any of its securities during the financial year 2025-26

11. Material Changes and Commitments

Listing on SME Platform of BSE Limited

During the financial year 2025-26, the Companys equity shares were listed on the SME Platform of BSE Limited ("BSE SME"). The listing marked the Companys transition into the public markets, enabling it to raise capital from the public and enhance its visibility, credibility, and access to growth capital. Consequent to the listing, the Company has been complying with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable SEBI regulations, to the extent applicable to SME listed entities.

12. Subsidiaries, Joint Ventures and Associate Companies

A separate statement containing the salient features of the financial statements of all Subsidiaries, Associates and Joint Ventures of the Company forms part of the Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary companies are available for inspection by the Members at the Registered Office of the Company during business hours on all days (except Saturdays, Sundays and public holidays) up to the date of the Annual General Meeting ("AGM"). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements, including the consolidated financial statements, the financial statements of subsidiaries, and all other documents required to be attached to this report, have been uploaded to the Companys website: https://globtierinfotech.com/subsidiary-Company/.

Incorporation of Foreign Subsidiary

During the financial year 2025-26 under review, the Company incorporated a wholly owned subsidiary:

Subsidiary Name: Globtier UK Limited

Country: UK

Date of Incorporation: 23rd October 2025

The subsidiary has been incorporated with the objective of expanding the Companys business operations in global markets. Through its presence in the United Kingdom, the subsidiary will enable the Company to pursue business opportunities across the UK and selected European markets. Pursuant to its incorporation, Globtier UK Limited has become a subsidiary of the Company within the meaning of Section 2(87) of the Companies Act, 2013. Accordingly, the Companys consolidated financial statements for the year have been prepared in accordance with the applicable accounting standards and incorporate the financial results of the said subsidiary.

Investment in Subsidiary(ies)

During the financial year, the Company has invested in its subsidiary(ies), Botgo Technologies Private Limited, Globtier USA LLC, and Globtier UK Limited, to support its business operations and growth initiatives. This investment is in line with the Companys long-term strategic objectives and is aimed at strengthening the subsidiarys financial and operational capabilities. The details of the investment have been disclosed in the financial statements as per applicable accounting standards and regulatory requirements.

Further, during the year, the Company invested in its subsidiaries of the Company As of March 31st, 2026, and has the following list of subsidiaries of the Company along with their business profile:

- Botgo Technologies Private Limited: The entity is incorporated in India under the Companies Act, 2013. Globtier Infotech holds 77.14% of the equity shares in the Company. Botgo Technologies Private Limited is engaged in the business of management consultancy of all types, providing information management and movement services, building advisory services of all types, and installation, maintenance, and supply services, including providing associated hardware and software products.

- Globtier USA LLC: The entity is a subsidiary (99.99% of share capital) of Globtier Infotech Limited, which was incorporated in the USA, having EIN 36-5078713, and engaged in the business of software development and information technology.

- Globtier UK Limited: The entity is a subsidiary (100% of share capital) of Globtier Infotech Limited, which was incorporated in the United Kingdom, having Company number 16805149 and engaged in the business of Information Technology consulting activities.

The Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Ventures of the Company, in Form AOC-1, pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as Annexure A which has also been uploaded on the website of the Company.

13. Directors and Key Managerial Personnel

Board of Directors

During the financial year 2025-26, the Board of Directors of the Company was duly constituted:

Name of Directors	DIN	Category	Board Meetings Attended / Held	Attendance at Last AGM	Other Directorships	Committee Positions (Member / Chairman)
Mr. Rajiv Shukla	02653008	Chairman & Managing Director	11/11	Yes	3	N.A.
Ms. Rekha Shukla	02656755	Executive Director	11/11	Yes	1	1 Member
Mr. Rahul Shukla	08578849	Non-Executive Director	10/11	No	1	2 Members
Mr. Rajesh Srivastava	03248594	Non-Executive & Independent Director	11/11	Yes	1	1 Member; 2 Chairman
Mr. Manoj Kumar Jain	07944446	Non-Executive & Independent Director	10/11	No	2	2 Members; 1 Chairman
Mr. Shardul Sangal*	10771098	Non-Executive Director	5/8	Yes	0	NA

*Mr. Shardul Sangal resigned as Non-Executive Director effective from 25th September 2025

However, during the financial year, the following changes were made:

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Rahul Shukla (DIN: 08578849), Non-Executive Director of the Board, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. His brief profile is annexed to the Notice of AGM. The Board recommends his reappointment.

Resignations of Non-Executive Director of the Company

During the year, Mr. Shardul Sangal (DIN: 10771098), Non-Executive Director, resigned from the Board with effect from the close of business hours on 25th September 2025, owing to his commitments as a director of another company.

Board Meetings held during FY 2025-26

During Financial Year 2025-26, 11 (only eleven) meetings of the Board of Directors were held on the following dates:

Sl. No.	Date of meeting	Board strength	No. of directors present
1	Monday, 21st April 2025	6	6
2	Wednesday, 14th May 2025	6	6
3	Tuesday, 27th May 2025	6	6
4	Saturday, 12th July 2025	6	5
5	Wednesday, 16th July 2025	6	5
6	Thursday, 07th August 2025	6	5
7	Thursday, 07th August 2025	6	5
8	Monday, 18th August 2025	6	5
9	Friday, 29th August 2025	6	5
10	Wednesday, 12th November 2025	5	4
11	Thursday, 08th January 2026	5	5

The maximum interval between any two meetings did not exceed 120 days, in compliance with Section 173 of the Companies Act, 2013, and other applicable provisions.

Key Managerial Personnel

The following are the key managerial personnel of the Company As of March 31, 2026, in terms of Section 203 of the Companies Act, 2013:

Name of KMP	Membership No.	Designation
Mr. Sandeep Gupta**	F15256	Chief Financial Officer
Ms. Vani Agarwal*	A51509	Company Secretary & Compliance Officer
Ms. Shivani Gupta#	A77513	Chief Compliance Officer & Company Secretary

*Ms. Vani Agarwal resigned as Company Secretary and Compliance Officer effective from 31st December 2025.

# Ms. Shivani Gupta was appointed as a Chief Compliance Officer & Company Secretary, effective from 08th January 2026.

**Mr. Sandeep Gupta resigned as Chief Financial Officer effective from 13th May 2026.

However, during the financial year, following changes were made:

Resignation of the Whole-Time Company Secretary & Compliance Officer of the Company

During the year, Ms. Vani Agarwal (Membership No. A51509) resigned as Whole-Time Company Secretary and Compliance Officer effective 31st December 2025, at the close of business hours, to pursue a better opportunity outside the organization.

Appointment of Whole-Time Company Secretary & Compliance Officer of the Company

During the year, the Board appointed Ms. Shivani Gupta (Membership No. A77513) as Whole-Time Company Secretary and Compliance Officer with effect from 08th January 2026, in terms of Section 203 of the Companies Act, 2013.

Resignation of Chief Financial Officer of the Company

During the year, Mr. Sandeep Gupta (Membership No. F15256) resigned as Chief Financial Officer, effective 13th May 2026, at the close of business hours, to pursue a better opportunity outside the organization.

Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of Board as a whole, Committees of the Board and Individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board and Individual Directors for the Financial Year 2025-26. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its meeting held on 08th January, 2026, noted that the annual performance of each of the Directors is highly satisfactory and recommended to the Board to continue the terms of appointment of all the Independent Directors of the Company. The Board of Directors of the Company at its meeting held on the same day evaluated and noted that the performance of the Board, Committees of the Board, and Individual Directors and Chairperson (including Chairman & Managing Director and Independent Directors) was highly satisfactory by this evaluation process.

14. Independent Directors

Declaration by Independent Directors

All Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They have also confirmed that they have complied with the Code of Conduct as prescribed in Schedule IV to the Companies Act, 2013, and the Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.

In terms of Section 150 of the Act and rules framed thereunder, the Independent Directors have registered themselves in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA).

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity, and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Familiarization Program for Independent Directors

The Company has in place a Familiarization Program for Independent Directors to familiarize them with their roles, rights, responsibilities, the business model, and operations of the Company. Details of the program are available on the Companys website at https://globtierinfotech.com/policies/.

Independent Directors Meeting

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors convened a separate meeting to review the performance of the Board as a whole, the Committees of the Board, and the Individual Directors and Chairperson of the Company, taking into consideration the views of the Executive Directors and Non-Executive Directors

Name	Category	Position	No. of Meetings Attended/Held
Mr. Rajesh Srivastava	Independent Director	Chairman	1/1
Mr. Manoj Kumar Jain	Independent Director	Member	1/1

The evaluation covered various aspects, including leadership qualities, effectiveness in conducting Board meetings, ability to safeguard the interests of shareholders, and clarity in communicating expectations and concerns to the Board of Directors

15. Committees of the Board

The Company has constituted the following committees in compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Audit Committee

The Audit Committee comprises three members, with two Independent Directors forming the majority, and is chaired by an Independent Director, in compliance with Section 177 of the Companies Act, 2013, and Regulation 18 of the SEBI (LODR) Regulations, 2015.

Name	Category	Position	No. of Meetings Attended/Held
Mr. Rajesh Srivastava	Independent Director	Chairman	5/5
Mr. Manoj Kumar Jain	Independent Director	Member	4/5
Mr. Rahul Shukla	Non-Executive Director	Member	5/5

The terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013, and Part C of Schedule II to the SEBI (LODR) Regulations, 2015, including oversight of financial reporting, recommending appointment/remuneration of statutory auditors, review of related party transactions, and review of internal control systems. The Company Secretary acts as secretary to the committee. The statutory auditors and CFO are permanent invitees to the meetings.

Nomination and Remuneration Committee (NRC)

The NRCs terms of reference are in accordance with Section 178 of the Companies Act, 2013, and Part D of Schedule II to the SEBI (LODR) Regulations, 2015, including the formulation of criteria for determining qualifications and independence of directors, recommending a remuneration policy, and carrying out an evaluation of board performance.

Name	Category	Position	No. of Meetings Attended/Held
Mr. Rajesh Srivastava	Independent Director	Chairman	1/1
Mr. Manoj Kumar Jain	Independent Director	Member	1/1
Mr. Rahul Shukla	Non-Executive Director	Member	1/1

Remuneration Policy

The Companys remuneration policy for directors, KMP, and senior management is designed to attract, retain, and motivate talent while aligning compensation with Company performance. Non-executive and independent directors are paid sitting fees of Rs5000/- per meeting attended, within limits prescribed under the Companies Act, 2013. The policy is available at https://globtierinfotech.com/policies/.

Details of Remuneration to Directors (FY 2025-26)

(Amount in INR Thousands)

Name	Salary & Perquisites	Sitting Fees	Commission	Total
Mr. Rajiv Shukla – Chairman & MD	5,195.21	-	-	5,195.21
Ms. Rekha Shukla – Executive Director	5,195.21	-	-	5,195.21
Mr. Rahul Shukla – Non-Executive Director	-	85.00	-	85.00
Mr. Rajesh Srivastava – Independent Director	-	90.00	-	90.00
Mr. Manoj Kumar Jain – Independent Director	-	80.00	-	80.00

Stakeholders Relationship Committee (SRC)

The SRCs terms of reference are in accordance with Section 177 of the Companies Act, 2013, including the formulation of criteria for determining qualifications and independence of directors, redressal of grievances of shareholders and other security holders, including matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividends, and other investor-related complaints.

Ms. Shivani Gupta, Company Secretary, is the Chief Compliance Officer. During FY 2025-26, being the first-year post-listing, the Company received 2 (two) investor complaints, of which 2 (two) were resolved, and none were pending As of March 31, 2026.

Name	Category	Position
Mr. Manoj Kumar Jain	Independent Director	Chairman
Mr. Rajesh Srivastava	Independent Director	Member
Ms. Rekha Shukla	Executive Director	Member

16. Annual General Meetings

Details of the 13th Annual General Meetings held during the Financial Year 2024-25, including those held before listing, are given below:

Financial Year/Meeting	Date & Time	Venue/Mode	Special Resolutions Passed
13th AGM for FY 2024-25	14.07.2025	Monday, 14th of July, 2025, AT 11:00 A.M. Concluded at 11:15 A.M. at the Registered Office of the Company at B-67, 3rd Floor, Sector 67, Noida, Gautam Buddha Nagar, Uttar Pradesh- 201301	No

No resolution was passed through postal ballot during financial year 2024-25.

General Shareholder Information

Particulars	Details
AGM Date, Time and Venue	24th September, 2026
Financial Year	April 01st, 2025 to March 31st, 2026
Cut off date	17th September, 2026
Listing on Stock Exchange	BSE Limited (SME Platform)
Stock Code/Scrip Code	544494
ISIN	INE12P601017
Market Maker	Nikunj Stock Brokers Limited
Listing Fees	Paid to BSE Limited for FY 2025-26 & 2026-27
Registrar & Share Transfer Agent	Skyline Financial Services Private Limited D-153, A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi -110020. Tel: 011-26812682-83, 40450193 to 97 Mobile: 9999589085 Web: www.skylinerta.com
Share Transfer System	Shares are transferred/transmitted in electronic (demat) mode through Depositories. Physical transfer is not permitted in terms of SEBI norms, except in case of transmission or transposition of securities.

Shareholding Pattern as on March 31, 2026 (Post-IPO)

Name	No. of Shares	% of Total Equity
Promoter & Promoter Group	1,07,94,200	71.38%
Public – Non-Institutions (incl. IPO allottees)	43,27,000	28.62%
Public – Institutions/Market Maker reserved portion	-	-
Total	1,51,21,200	100%

Market Price Data

As the equity shares of the Company were listed on the BSE SME Platform with effect from the 2nd of September, 2025, monthly high/low/volume data from the date of listing to March 31, 2026, is provided below:

Month	High (Rs)	Low (Rs)	Volume (No. of Shares)
02nd September, 2025	57.60	54.72	51,200
October, 2025	36.50	28.00	6,25,600
November, 2025	33.52	28.01	2,16,000
December, 2025	31.00	25.66	2,70,400
January, 2026	30.00	25.20	1,10,400
February, 2026	28.52	22.90	1,50,400
31st March, 2026	14.44	13.30	75,200

17. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards were followed, and there are no material departures from the same.

b) Accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2026, and of the profit and loss of the Company for that period.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the year ended March 31, 2026, have been prepared on a going concern basis.

e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively; and

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

18. Risk Management

The Board of Directors of the Company has been evaluating the Risk mechanism overseen by the Audit Committee, as SME-listed companies are not mandatorily required to constitute a separate Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 unless they meet the applicable thresholds. Key business risks identified include client concentration risk, attrition and talent retention risk, technology obsolescence risk, cybersecurity and data protection risk, foreign exchange risk (to the extent of export revenue), and competitive intensity in the IT services industry. The Company has laid down a risk management framework to identify, assess, and mitigate these risks, details of which are discussed in the Management Discussion and Analysis section.

19. Management Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulations 34(2)(e) and 34(3) read with Para B of Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

20. Vigil Mechanism/Whistle Blower Policy

In compliance with Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to enable directors, employees, and other stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct, and to provide adequate safeguards against victimisation. The mechanism provides access to the Chairman of the Audit Committee in exceptional cases. No personnel have been denied access to the Audit Committee during the year. The policy is available on the Companys website at https://globtierinfotech.com/policies/.

21. Particulars of Loans, Guarantees and Investments

Particulars of loans given, investments made, guarantees given, and securities provided, if any, along with the purpose for which they are proposed to be utilized, are disclosed in the Notes to the Financial Statements forming part of this Annual Report, in compliance with Section 186 of the Companies Act, 2013.

22. Related Party Transaction

All contracts/arrangements/transactions entered into by the Company with related parties during Financial Year 2025-26. There were no materially significant related party transactions that may have had a potential conflict with the interests of the Company at large. All related party transactions are placed before the Audit Committee and, where applicable, the Board for prior approval. The policy on materiality of and dealing with related party transactions is available on the Companys website at https://globtierinfotech.com/policies. Particulars of contracts/arrangements with related parties under Sections 177 and 188 of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 23 of the Listing Regulations. During the financial year under review, the Company entered into certain transactions with related parties that could be considered material in accordance with the said policy, for which approval of the shareholders under Regulation 23 of the Listing Regulations by way of ordinary resolution was obtained.

All transactions entered by the Company during the year under review with related parties were on an arms length basis and in the ordinary course of business, and hence, disclosure in Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, is not required to be annexed to this report as Annexure B.

23. Particulars of Employees and Remuneration

Disclosure on remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report as Annexure C.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rule forms part of this report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company, excluding information on employees particulars, which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining such information, he/she may write to the company secretary at the corporate office of the company.

24. Particulars Regarding Conservation of Energy, Technology Absorption, and Foreign Exchange

Disclosures under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed as Annexure D. Being an IT services Company, the Companys operations are not energy-intensive; however, the Company continues to adopt measures for conservation of energy in its office premises, including optimized server/cloud usage, hybrid work policies, etc.

25. Corporate Social Responsibility (CSR)

The Board of Directors of the Company has constituted a CSR policy in compliance with Section 135 of the Act. The Annual Report on CSR activities, including details of the CSR amount required to be spent, the amount spent, and reasons for any shortfall, is annexed as Annexure E, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

26. Statutory Auditors

M/s Sri Prakash & Co. (FRN: 002058C), Chartered Accountants, Unit No.3, G19 Basement, Lajpat Nagar-III, New Delhi-110024, who were appointed at the 12th Annual General Meeting, till the conclusion of the 17th Annual General Meeting, M/s Sri Prakash & Co., Chartered Accountants, as the Statutory Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to be held for the financial year 2029 on such remuneration as may be determined by the Board of Directors.

27. Statutory Auditors Report

There are no reservations, qualifications, adverse remarks, or disclaimers in the Statutory Auditors Reports on the Financial Statements of the Company for the Financial Year 2025-26. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

28. Internal Financial Controls and Internal Audit

The company has in place adequate internal financial controls commensurate with the size, scale, and nature of its operations. The Internal Auditor, M/s Gulati Dinesh & Associates, Chartered Accountants (Firm Registration No. 017416N), appointed pursuant to Section 138 of the Companies Act, 2013, conducts periodic internal audits covering operational, financial, and compliance controls, and reports are placed before the Audit Committee for review. During the year, no material weakness in the design or operation of internal financial controls was observed or reported.

29. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s J.K. Gupta and Associates, Practicing Company Secretaries (Firm Registration Number - P2023DE955500), to undertake the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report in Form MR-3 is annexed as Annexure F to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark, except the following, with the management reply:

a) There was non-compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the delay in the submission of the Statement of Deviation(s) or Variation(s) in the utilization of public issue proceeds for the quarter ended 30th September 2025 to the SME BSE Stock Exchange.

The delay was inadvertent, arising during the Companys initial transition to post-listing compliance requirements. As a corrective measure, the Company has put in place an annual compliance calendar with internal cut-off dates ahead of statutory due dates, and the Compliance Officer now tracks and confirms each filing against this calendar to prevent recurrence.

b) There was non-compliance with Regulation 262(5) and (6) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, due to a delay in submitting the statutory auditors certificate certifying the utilization of Initial Public Offer (IPO) proceeds to the Stock Exchange, along with the financial results for the half-year ended September 30, 2025, and the half-year and financial year ended March 31, 2026.

The delay occurred due to the time taken in coordinating with the Merchant Banker and Statutory Auditor for issuance of the certificate alongside the financial results, being the Companys first such cycle post-listing. As a corrective measure, the Company has established an advance engagement process with the statutory auditors, ensuring timely submission going forward.

c) The Company has inadvertently mentioned 14th July, 2025 as the date of the Board Meeting at which authorization was granted for filing the form DPT -03. However, no Board Meeting was actually held on 14th July, 2025, and this form was filed late with additional fees.

The date mentioned was a clerical error; no Board Meeting was held on that date, and the form was filed late with additional fees. As a corrective measure, the Company has introduced mandatory verification of all form particulars against the certified Minutes/Register of Meetings, along with form-filing details, by the Company Secretary to prevent recurrence of such errors.

30. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on March 31, 2026, is available on the Companys website at https://globtierinfotech.com/annual-returns/.

31. Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 and 76 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014, during the year.

32. Significant and Material Orders

There are no significant or material orders passed by any regulator, court, or tribunal that impact the going concern status or the Companys operations in the future.

33. Maintenance of Cost Records

The provisions relating to the maintenance of cost records under Section 148(1) of the Companies Act, 2013, are not applicable to the Company, given the nature of its business.

34. Prevention of Sexual Harassment at Workplace

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has formed an Internal Complaint Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, and trainees) are covered under this policy. During the financial year under review, there were no complaints filed or reported under this Act.

Accordingly, the details of complaints received, disposed of, and pending are as follows:

- Number of complaints received during the year: Nil

- Number of complaints disposed of during the year: Nil

- Number of complaints pending at the end of the year exceeding ninety days: Nil

No. of Employees As on Closure of the Financial Year

- Female: 83 (13.6%)

- Male: 528 (86.4%)

- Transgender: 0

- Total Employees: 611

The Company continues to uphold a zero-tolerance policy towards any form of sexual harassment and regularly conducts awareness programs and training sessions to reinforce this commitment.

35. Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government under Section 118(10) of the Companies Act, 2013.

36. Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), applicable to all Designated Persons. A structured digital database (SDD) has been maintained to record the details of persons with whom UPSI is shared, in compliance with Regulation 3(5) and 3(6) of the said Regulations. Trading window closures were observed in accordance with the Code for all price-sensitive periods during the year, including the period following listing.

37. Material Subsidiary Policy

The Company has adopted a Policy for Determining Material Subsidiaries in compliance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, available on the Companys website at https://globtierinfotech.com/policies/.

38. Credit Rating

The Company has not obtained any credit rating for its instruments during the year under review, as it has not raised any debt instruments requiring such a rating.

39. Business Responsibility and Sustainability Report

As an SME-listed entity, the Company is presently not mandatorily required to file a Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Nevertheless, the Company remains committed to responsible and sustainable business practices and intends to adopt BRSR reporting upon its applicability.

40. Details of the Difference Between the Valuation Amount on One-Time Settlement and the Valuation Amount While Availing a Loan from Banks and Financial Institutions

During the period under review, there has been no one-time settlement of loans from banks and financial institutions.

41. Details of Application Made or Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016

There was no proceeding, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or other courts during the period 2025-26.

42. Maternity Benefits Provided Under the Maternity Benefit Act, 1961

Pursuant to the provisions of the Maternity Benefit Act, 1961, during the financial year under review, Adequate measures have been taken to ensure that all eligible women employees are granted maternity benefits as prescribed under the Act, including leave entitlements, medical benefits, and protection against dismissal during maternity leave.

The Company remains committed to supporting the health and well-being of women employees and upholding their rights in accordance with applicable laws and regulations.

43. Insurance

All the assets of the Company, including the building, plant & machinery, and stocks at all locations, have been adequately insured.

44. Reporting of Fraud by Auditors

During the year under review, no instance of fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee/Board of Directors or to the Central Government. Therefore, no details are required to be disclosed under Section 134(3)(c) of the Companies Act, 2013.

45. Acknowledgements

The Directors place on record is their sincere appreciation for the trust and confidence reposed by the shareholders, especially the new investors who have supported the Company through its maiden public issue. The Directors also thank the Companys clients, bankers, BSE Limited, SEBI, the Registrar and Share Transfer Agent, merchant banker, market maker, vendors, and other business associates for their continued support and place on record their appreciation for the dedication and commitment of employees at all levels, which has been instrumental in the Companys growth and successful transition to a listed entity.

For Globtier Infotech Limited

(Formerly known as Globtier Infotech Private Limited)

Rajiv Shukla

Chairman & Managing Director

DIN: 02653008

Rekha Shukla

Executive Director

DIN: 02656755

Place: Noida

Date: 26.08.2026