Glottis Ltd Directors Report

To

Shareholders of Glottis Limited,

Your Directors have the pleasure of presenting the 3 rd Annual Report on the business and operations along with the Audited Standalone financial statements for the financial year ended March 31, 2025.

The summarized financial results are as under:

FINANCIAL SUMMARY :

Particulars	Standalone (Audited)
	Year ended. March 31, 2025	Year ended. March 31, 2024
Summary of Profit and Loss Statement:
Revenue from operations	94,117.27	49,717.65
Other Income	136.92	221.44
Total Revenue	94,254.19	49,939.09
Profit before Finance Cost and Depreciation	7,981.82	4289.75
Less: Finance Cost	233.85	27.49
Profit before Depreciation	7747.97	4262.25
Less: Depreciation and amortization	161.36	73.69
Profit Before Exceptional Items & Tax	7,586.61	4,188.56
Exceptional Items	-	-
Profit before Tax	7,586.61	4,188.56
Less: Tax including Deferred Tax	1971.37	1059.77
Profit/(Loss) for the period	5,615.24	3,128.79
Earnings per Share
a. Basic	7.02	3.91
b. Diluted	7.02	3.91

1. STATE OF AFFAIRS OF THE COMPANY:

Your Company prepared its financial statements in accordance with applicable accounting principles in India, the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 (Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act and other accounting principles generally accepted in India to the extent applicable.

During the year under review , your Company recorded a revenue from operations of Rs94,117.27 lakhs , as compared to Rs49,717.65 lakhs in the previous year, representing a robust growth of 89.30% . The total revenue for the financial year 2024-25 stood at Rs94,254.19 lakhs , reflecting an overall growth rate of 88.74% over the previous financial year.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) for the financial year 2024-25 was Rs.7,844.90 Lakhs and Profit before Tax (PBT) for the year under review was Rs.7,586.61/- Lakhs as compared to EBITDA of Rs.4,068.30 Lakhs and Profit before Tax (PBT) Rs. 4,188.56/- Lakhs reported last year. Net Profit of the Company for the year under review was Rs.5,615.24/- Lakhs as compared to previous year Net Profit of Rs.3,128.79 Lakhs i.e. an increase of 79.47%.

Major events during the year under review:

? the Company received the approval for conversion from Glottis Private Limited to Glottis Limited on May 14, 2024.

? the Company has increased the Authorised Capital to Rs. 25,00,00,000/- comprising Equity shares of Rs.10/- each vide Shareholders resolution dated May 23, 2024 and subsequently the compliances were made.

? the Company has Issued Bonus Shares in the proportion of 15 new fully paid equity shares of Rs. 10 each for 1 existing fully paid equity share of Rs. 10/- each by capitalizing sum of Rs. 15,00,00,000/- vide shareholders resolution dated May 23, 2024 and the shares are allotted vide Board Resolution dated June 04, 2024.

? The Company appointed Mrs. Aruna Subbaraman, Mr. Venkatachalam Achutharayan and Mr. Naveen Mehta as Independent Directors of the Company with effect from May 23, 2024. Also the Designation of Mr. Kuttappan Manikandan and Mr. Ramkumar Senthilvel has been changed to Managing Director with effect from May 23, 2024.

? The Company has adopted a revised set of Articles of Association in line with the requirements of Securities and Exchange Board of India Regulations and other applicable provisions vide shareholders resolution dated October 02, 2024.

? Mr. Vijaya Kumar Partha Sarathy was appointed as an Additional Director under the Independent category on the same date, i.e., August 31, 2024, and was later regularised as an Independent Director by the shareholders at their meeting held on September 2, 2024.

? Mr. Venkatachalam Achutharayan tendered his resignation from the position of Independent Director, with effect from the close of business hours on August 31, 2024, due to personal reasons.

? Pursuant to a resolution passed by our Board on August 31, 2024, and a resolution passed by our Shareholders on September 2, 2024, each fully paid-up equity shares of the Company having face value of Rs10/- was sub-divided into 5 Equity Shares of face value of Rs2/- each. Therefore, the authorised share capital of our Company was sub-divided from 25,000,000 equity shares of face value of Rs10 each to 125,000,000 Equity Shares of face value of Rs2/- each. Further, the issued, subscribed and paid-up capital of our Company was subdivided from 16,000,000 equity shares of face value of Rs10/- each to 80,000,000 Equity Shares of face value of Rs2/- each. The impact of such sub-division of Equity Shares is retrospectively considered for the computation of earnings per share as per the requirement / principles of Ind AS 33, as applicable.

? The Company had filed Draft offer document dated September 23, 2024 on September 24, 2024, with both the stock exchanges i.e. BSE Limited (BSE) and National Stock exchange of India Limited (NSE) and with Securities and Exchange Board of India (SEBI), to create, to offer, issue, allot and/or transfer Equity Shares consisting of a fresh issue of Equity Shares up to an aggregate amount of Rs. 2,000 million (including share premium), out of the authorised share

capital of the Company (Fresh Issue) and by way of an offer of sale of upto 1,45,10,000 Equity Shares by certain of the existing and eligible shareholders of the Company.

? The Board further filed the revised Draft Offer document on February 08, 2025, BSE Limited (BSE) and National Stock exchange of India Limited (NSE) and with Securities and Exchange Board of India (SEBI), to create, to offer, issue, allot and/or transfer Equity Shares consisting of a fresh issue of Equity Shares up to an aggregate amount of Rs. 1,600 million (including share premium), out of the authorised share capital of the Company (Fresh Issue) and by way of an offer of sale of up to 1,45,00,000 Equity Shares by certain of the existing and eligible shareholders of the Company. Subsequently in-principal approval was obtained from both the Stock exchanges on April 23, 2025 and from SEBI on June 16, 2025.

? Company has adopted Indian Accounting Standards consequent to proposed listing of its shares on main Board of SEBI.

2. BUSINESS OVERVIEW

With over 20 years of experience in freight forwarding, Transportation & Equipment Services and Customs Clearance, the company has established a robust presence in Indias logistics sector. Over time, the Company has been providing various services i.e. Air Freight, Ocean Freight, Break Bulk, 3 PL & warehousing, Land Transport, Multimodal Transport etc. The Company has provided services in over 85 countries and has major operations with the clients from various regions including Asia, North America, Europe, South America, Africa and Australia.

The Companys import portfolio is diverse, with a significant focus on renewable energy products, making up the largest portion of total imports. General cargo follows as another major category The remaining imports are evenly distributed among minerals, e-goods, components, engineering goods, agro products, white goods, FMCG etc. This diverse strategy ensures a balanced and comprehensive approach to meeting market demands supporting various sectors.

Glottis handles a diverse export portfolio, with significant volumes in renewable energy, industrial engineering & machinery, natural stone & minerals, woods, timbers, agro and agricultural products. Additionally, it efficiently manages the FMCG, general cargo, auto components, engineering goods, cosmetics etc. This range of goods highlights Glottiss expertise in handling various types ensuring robust global market operations.

At Glottis, we believe great service starts right at your doorstep and doesnt end until your package arrives safely at its destination. From pick-up to final delivery, we handle the entire process with care, speed, and attention to detail. Our team isnt just experienced they genuinely care about getting things right. Whether its a single parcel or a large shipment, we treat every delivery like it matters, because it does. With Glottis, youre not just getting a logistics service youre getting a team that values trust, reliability, and peace of mind at every step of the way.

To remain competitive in a challenging market, the company remains dedicated to its core objectives while providing high quality service in both Import, Export Services and any other services.

The companys focused approach and distinctive strategies are key to achieving its goals and driving market growth.

3. MATERIAL CHANGES DURING THE REPORTING PERIOD

There were no material changes and commitments between the end of the financial year of the company to which the financial statements relate and the date of the report except the followings:

? The Board further filed the revised Draft Offer document on February 08, 2025, BSE Limited (BSE) and National Securities and exchange Limited (NSE) and with Securities and Exchange Board of India (SEBI), to create, to offer, issue, allot and/or transfer Equity Shares consisting of a fresh issue of Equity Shares up to an aggregate amount of Rs. 1,600 million (including share premium), out of the authorised share capital of the Company (Fresh Issue) and by way of an offer of sale of up to 1,45,00,000 Equity Shares by certain of the existing and eligible shareholders of the Company. Subsequently In-principal approval was obtained from both the Stock exchanges on April 23, 2025 and from SEBI on June 16, 2025.

4. TRANSFER TO RESERVES

With a view to conserve the resources of the Company, during the year under review, there was no amount transferred to any of the reserves by the Company.

5. TRANSFER OF SHARES TO IEPF

During the period under review there are no transfer of shares to IEPF.

6. DIVIDEND

No interim or final dividend is declared for the financial year 2024-25 due to retaining of profits by the company.

7. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the period under review.

8. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any Subsidiary, Associates and Joint venture during the period under review. Hence no disclosure is required to be made.

9. SHARE CAPITAL

I. Authorised Capital. During the year under review, the authorized share capital of the company

was increased and the details of the authorized share capital as on March 31, 2025 is as follows :

Authorised Capital of the Company at the beginning of the year consisting of 10,00,000 fully paid equity shares of Rs.10/- each	Rs.1,00,00,000/-
Additions/increase in authorised capital during the year consisting of 2,40,00,000 fully paid equity shares of Rs. 10/- each.	Rs.24,00,00,000/-*
Subdivision of equity shares of the Company, such that each fully paid- up equity share having face value of Rs.10/- (Rupees Ten Only) each be sub-divided into 5 (Five) fully Equity Shares having face value of Rs.2/-	Rs.25,00,00,000/-#
(Rupees Two Only) each ranking pari-passu with each other in all respects. i.e. 12,50,00,000 fully paid equity shares of Rs. 2/- each.
Authorised capital at the end of the Financial Year 2,50,00,000 fully paid equity shares of Rs. 10/- each.	Rs. 25,00,00,000/-

II. Paid Up Capital.

The Share capital details of the Company for the period under review is as given below .

Paid up Capital of the Company at the beginning of the year consisting of 10,00,000 fully paid equity shares of Rs.10/- each	Rs.1,00,00,000/-
Issue of Bonus shares during the year consisting of 1,50,00,000 fully paid equity shares of Rs. 10/- each.	Rs.15,00,00,000/-**
Subdivision of equity shares of the Company, such that each fully paid-up equity share having face value of Rs.10/- (Rupees Ten Only) each be sub-divided into 5 (Five) fully Equity Shares having face value of Rs.2/- (Rupees Two Only) each ranking pari-passu with each other in all respects. i.e. 8,00,00,000 fully paid equity shares of Rs. 2/- each.	Rs. 16,00,00,000/-#
Paid up capital at the end of the Financial Year 8,00,00,000 fully paid equity shares of Rs. 2/- each.	Rs. 16,00,00,000/-

* the Company has increased the Authorised Capital to Rs. 25,00,00,000/- comprising Equity shares of Rs.10/- each vide Shareholders resolution dated May 23, 2024 and subsequently the compliances are made and capital clause of Memorandum of Association has been altered.

** the Company has Issued Bonus Shares in the proportion of 15 new fully paid equity shares of Rs. 10 each for 1 existing fully paid equity shares of Rs. 10/- each by capitalizing sum of Rs. 15,00,00,000/- vide shareholders resolution dated May 23, 2024 and the shares are allotted vide Board Resolution dated June 04, 2024.

# Pursuant to a resolution passed by our Board on August 31, 2024, and a resolution passed by our Shareholders on September 2, 2024, each fully paid-up equity shares of our Company having face value of Rs10/- was sub-divided into 5 Equity Shares of face value of Rs2/- each. Therefore, the authorised share capital of our Company was sub-divided from 25,000,000 equity shares of face value of Rs10 each to 125,000,000 Equity Shares of face value of Rs2/- each. Further, the issued, subscribed and paid-up capital of our Company was subdivided from 16,000,000 equity shares of face value of Rs10/- each to 80,000,000 Equity Shares of face value of Rs2/- each. The impact of such sub-division of Equity Shares is retrospectively considered for the computation of earnings share as per the requirement / principles of Ind AS 33, as applicable. The capital clause of Memorandum of Association has been altered

10. MEETINGS

Board Meeting: During the year under review 12 (Twelve) Board Meetings were held and the maximum time gap between any two consecutive meetings was within the period of 120 days, as prescribed under the Companies Act, 2013 and other applicable provisions. The details are as follows :

Sl No	Date of Board Meeting	Quarter	Directors Liable to Attend	Directors Attended
1.	May 23, 2024	First	6	6
2.	June 22, 2024	First	6	5
3.	July 19, 2024	Second	6	6
4.	August 09, 2024	Second	6	6
5.	August 20, 2024	Second	6	5
6.	August 31, 2024	Second	7	5
7.	September 17, 2024	Second	6	5
8.	September 23, 2024	Second	6	6
9.	December 27, 2024	Third	6	6
10.	January 29,2025	Fourth	6	6
11.	February 08, 2025	Fourth	6	5
12.	February 15, 2025	Fourth	6	5

General Meetings: During the year under review 5 (Five) Extra Ordinary General Meetings (EGM)

were held and 1 Annual General Meeting (AGM). The details are as follows :

Sl No	Date of General Meetings	Type of Meeting	Members Liable to Attend	Members Attended
1.	May 23, 2024	EGM	8	7
2.	July 19, 2024	EGM	8	7
3.	September 02, 2024	EGM	8	7
4.	September 12, 2024	AGM	8	7
5.	September 18, 2024	EGM	8	7
6.	January 30,2025	EGM	8	7

11. COMMITTEES OF BOARD & THEIR MEETINGS

a. Audit Committee

Your Company has constituted the Audit Committee on May 23, 2024 and further reconstituted the Committee on August 31, 2024 in accordance with Section 177 of the Act and Listing Regulations. The members of the Committee as on March 31, 2025 is as below:

The Committee constituted on May 23, 2024 with followings members :

Sl. No		Name of the Member		Role
1	Naveen Mehta Independent Director		Chairman
2	Aruna Subbaraman Independent Director		Member
3	Venkatachalam Achutharayan Independent Director		Member
4	Kuttappan Manikandan Managing Director		Member
5	Thirumazhisai Puttam Shridar Non-Executive Director		Member

The Committee reconstituted on August 31, 2024 with followings members :

S. No.	Name of the Member	Role
1.	Mr . Naveen Mehta Independent Director	Chairman
2.	Mrs. Aruna Subbaraman Independent Director	Member
3.	Mr. Vijaya Kumar Partha Sarathy Independent Director	Member
4.	Mr. Kuttappan Manikandan Managing Director	Member

The Committee met 6 times during the year under review and the details are as follows .

Sl No	Date of Audit Committee Meeting	Quarter	Members Liable to Attend	Members Attended
1.	August 09, 2024	Second	5	5
2.	August 20, 2024	Second	5	4
3.	September 17, 2024	Second	4	4
4.	December 26, 2024	Third	4	4
5.	January 29,2025	Fourth	4	4
6.	February 15, 2025	Fourth	4	4

b. Nomination and Remuneration Committee

Your Company has constituted the Nomination and remuneration Committee on May 23, 2024 and further reconstituted the Committee on August 31, 2024 in accordance with Section 178 of the Act and Listing Regulations.

The Committee constituted on May 23, 2024 with followings members :

S.No	Name of the Member	Role
1	Venkatachalam Achutharayan Independent Director	Chairman
2	Thirumazhisai Puttam Shridar Non-Executive Director	Member
3	Naveen Mehta Independent Director	Member

The Committee reconstituted on August 31, 2024 with followings members :

S.N o.	Name of the Member	Role
1.	Mr. Vijaya Kumar Partha Sarathy Independent Director	Chairman
2.	Mr. Naveen Mehta Independent Director	Member
3.	Mr. Thirumazhisai Puttam Shridar Non - Executive Director	Member
4.	Mrs. Aruna Subbaraman Independent Director	Member

The Committee met twice during the year under review and the details are as follows .

Sl No	Date of NRC Meeting	Members Liable to Attend	Members Attended
1.	August 09, 2024	3	3
2.	August 31, 2024	3	2

c. Stakeholders Relationship Committee

Your Company has constituted the Stakeholders Relationship Committee on May 23, 2024, and further reconstituted the Committee on August 31, 2024, in accordance with Section 178 of the Act and Listing Regulations.

The Committee constituted on May 23, 2024 with followings members :

S.No	Name of the Member	Role
1	Aruna Subbaraman Independent Director	Chairperson
2	Thirumazhisai Puttam Shridar Non - Executive Director	Member
3	Ramkumar Senthilvel Managing Director	Member

The Committee reconstituted on August 31, 2024, with followings members :

S.No	Name of the Member	Role
1	Mrs. Aruna Subbaraman Independent Director	Chairperson
2	Mr. Naveen Mehta Independent Director	Member
3	Mr. Ramkumar Senthilvel Managing Director	Member
4	Mr. Kuttappan Manikandan Managing Director	Member

The Committee met once during the year under review and the details are as follows .

Sl No	Date of SRC Meeting	Members Liable to Attend	Members Attended
1.	March 28, 2025	4	4

d. Corporate Social Responsibility Committee.

Your Company has constituted the Corporate Social Responsibility Committee on May 23, 2024, and further reconstituted the Committee on August 31, 2024, in accordance with Section 135 of the Act and Listing Regulations.

The Committee constituted on May 23, 2024, with followings members :

Sl. No.	Name of Director	Role
1	Venkatachalam Achutharayan Independent Directors,	Chairman
2	Ramkumar Senthilvel Managing Director	Member
3	Kuttappan Manikandan Managing Director	Member

The Committee reconstituted on August 31, 2024, with followings members :

S.No	Name of the Member	Role
1	Mr. Vijaya Kumar Partha Sarathy Independent Director	Chairman
2	Mr. Thirumazhisai Puttam Shridar Non - Executive Director	Member
3	Mr. Kuttappan Manikandan Managing Director	Member
4	Mr. Ramkumar Senthilvel Managing Director	Member

The Committee met twice during the year under review and the details are as follows .

Sl No	Date of CSR Committee Meeting	Members Liable to Attend	Members Attended
1.	August 09, 2024	3	3
2.	February 14, 2025	4	3

e. IPO Committee

Your Company has constituted the IPO Committee on August 31, 2024, to review and approve related matters of IPO matters as may be required. The members of the Committee as on March 31, 2025, is as below :

S.No	Name of the Member	Role
1	Mr. Ramkumar Senthilvel Managing Director	Chairman
2	Mr. Naveen Mehta Independent Director	Member
3	Mr. Kuttappan Manikandan Managing Director	Member

The Committee did not meet during the year under review.

12. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNELS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.

During the year under review the following changes were taken place in the Office of Directors or Key Managerial Personnels :

S. No	Name	Designation	Appointment/Cessat ion/Change Designation	Date of appointment/ cessation/ change designation
1	Mrs. Aruna Subbaraman	Additional Director	Appointment	May 23, 2024
2	Mrs. Aruna Subbaraman	Independent Director	Change Designation	May 23, 2024
3	Mr. Naveen Mehta	Additional Director	Appointment	May 23, 2024
4	Mr. Naveen Mehta	Independent Director	Change Designation	May 23, 2024
5	Mr. Venkatachalam Achutharayan	Additional Director	Appointment	May 23, 2024
6	Mr. Venkatachalam Achutharayan	Independent Director	Change Designation	May 23, 2024
7	Mr. Kuttappan Manikandan	Managing Director	Change Designation#	May 23, 2024
8	Mr. Ramkumar Senthilvel	Managing Director	Change Designation#	May 23, 2024
9	Mr. Vijaya Kumar Partha Sarathy	Additional Director	Appointment	August 31, 2024
10	Mr. Venkatachalam Achutharayan	Independent Director	Cessation	August 31, 2024*
11	Mr. Vijaya Kumar Partha Sarathy	Independent Director	Change Designation	September 02, 2024

*Mr. Venkatachalam Achutharayan resigned from the position of Independent Director, with effect from the close of business hours on August 31, 2024, due to personal reasons.

# The Designation of Mr. Kuttappan Manikandan and Mr. Ramkumar Senthilvel have been changed from Executive Director to Managing Director with effect from May 23, 2024.

Apart from the above aforementioned, there was no other change in the office of Director / KMPs of the Company during the FY 2024-25.

Composition of Board of Directors as on March 31, 2025, are as follows :

Sl No.	Name of Directors	DIN	Designation
1.	Mr. Ramkumar Senthilvel	07754138	Managing Director
2.	Mr. Kuttappan Manikandan	07754137	Managing Director
3.	Mrs. Aruna Subbaraman	05210716	Independent Director
4.	Mr. Vijaya Kumar Partha Sarathy*	07477048	Independent Director
5.	Mr. Naveen Mehta	10537349	Independent Director
6.	Mr. Thirumazhisai Puttam Shridar	02077641	Non-Executive Director
7.	Mrs. Rajasree	NA	Chief Financial Officer
8.	Ms. Nibedita Panda	NA	Company Secretary

13. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(b) 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 affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

(f) 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.

14. BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY:

In accordance with the applicable provisions of Companies Act 2013 and Listing regulations, performance evaluation was carried out for the Financial Year 2024-25.

A structured questionnaire, which covers various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, Board functioning and effectiveness, its obligations, Compliance of laws, rules and regulations and governance, etc. has been used for this purpose.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on the parameters such as their contributions towards the growth and development of the Company, industry knowledge and skills, contributions to development of strategy and risk management policy, independence of Judgment, effective planning and control, compliance of laws and regulations etc.

Further Independent Directors at their meeting, evaluated the performance of Non-Independent Directors and Board as a whole. The Independent Directors also assessed the quality, frequency, and timeliness of flow of information between the Board and the management that is necessary for effective performance.

Further, the Board ensured that the evaluation of Directors was carried out without the participation of the Director who was subject to evaluation.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of Listing Regulations and pursuant to Section 178 of the Act. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall

carry out evaluation of Directors performance, recommend the remuneration of the Executive and the Non-Executive Directors. The Committee reviews the remuneration payable to Executive Director(s), Key Managerial Personnels of the Company and makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

Pursuant to Section 178(3) of Companies Act 2013, and other applicable Provisions, the Company has in place a policy for Appointment and Remuneration of Director, Key Managerial Personnel and other employees and also criteria for determining qualifications, positive attributes, independence of director etc. duly approved by Board of Directors. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company which is also placed on the Companys website.

The link for accessing the policy is uploaded on the website of your Company and can be accessed at:-

https://www.glottislogistics.in/investor-relations/policies codes

16. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board is of the opinion that the independent directors appointed during the year possess the highest standards of integrity and bring with them a wealth of expertise and experience across relevant domains. The Board has also assessed and confirmed that the appointed independent directors meet the criteria of proficiency as prescribed under applicable regulatory requirements and are well- equipped to contribute effectively to the companys strategic direction and governance framework.

17. DECLARATION BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)

During the year under review the Independent Director was appointed on the Board vide shareholders resolutions dated May 23, 2024 and September 02, 2024 and a declaration of independence was also obtained from them under Section 149(6) of Companies Act, 2013 and other applicable provisions at the time of appointment.

18. ANNUAL RETURN

Pursuant to the provisions of section 92 (3) and 134(3)(a) of the companies Act, 2013 the Annual Return of the Company has been placed on the Companys Website and the link for the same is provided here: https://glottislogistics.in/.

19. AUDITORS

A. Statutory Auditor:

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai (FRN: 4915S/S200036) were appointed as Statutory Auditors of the Company to hold the office for a period of five years from

the conclusion of 2nd Annual General Meeting i.e. from the financial year 2024-25 till the conclusion of 7th Annual General Meeting to be held in the financial year 2028-29.

B. Internal Auditor

Pursuant to the provisions of Section 138 your Company had reappointed M/s. K N P & CO, Chartered Accountants (FRN: 018364S), Chennai as Internal Auditor of the company for the financial year 2024-25.

The Board at their meeting held on July 18, 2025 appointed M/s. PKF Sridhar & Santhanam LLP Chartered Accountants (FRN: 003990S/S200018), Chennai as Internal Auditor of the company for the financial year 2025-26.

C. Secretarial Auditor

Pursuant to the provisions of the Companies Act 2013, and rules made thereunder, the appointment of Secretarial Auditor was not applicable to the Company during the period under review.

20. AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by the Auditors in their report to the Financial Statement for the period 2024-25.

21. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditors in their report.

22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors of your Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

23. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Pursuant to Section 135 of the Act, the Company met the CSR applicability threshold for the financial year 2024-25 by achieving a net profit margin of 5% or more. Consequently, the CSR liability for the financial year 2024-25 amounted to ^55,00,000/-. A report detailing the CSR activities, as required under the Companies (Corporate Social Responsibility) Rules, 2014, is attached herewith as Annexure - I.

Your Company ensures that all CSR activities are in line with Section 135 of the Act, the Company has constituted a CSR Committee, formulated CSR policy and undertaken CSR activities and programs as per the provisions of the Companies Act, 2013 and schedule VII and the rules made there under. The detailed policy is available on the website of the Company at:

24. RELATED PARTY TRANSACTIONS

All Related party transactions entered during the financial year under review are disclosed in Note No. 39 to the Financial Statements of the Company for the financial year ended March 31, 2025.

The requisite details of the related party transactions are provided as Annexure -II to this report in the format of AOC-2 in compliance with section 188 of Companies Act, 2013.

The Company has not entered into any material contracts or arrangements or transactions with related parties. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the Listing Regulations. All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company.

All Related Party Transactions were placed before the Board/Audit Committee for approval wherever required. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

? Conservation of Energy and Technology Absorption:

The operations of your company are not energy intensive. The company has however, taken adequate measures to conserve energy consumption. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small part of total expenses the financial impact of these measures is not material and hence not measured.

The company has no activity relating to technology absorption. However the company uses indigenous developed software for its operations.

? Foreign Exchange:

During the period under review the Company transacted the following earnings and outgo in foreign exchange.

Foreign Exchange Earnings: Rs. 1,00,14,47,000 (USD. 1,18,83,937)

Foreign Exchange Outgo: Rs. 4,37,94,00,022 (USD. 5,14,85,196)

26. PUBLIC DEPOSITS

The Company has not accepted any public deposits under Section 73 & 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made investments as per the provision of Section 186 of the Companies Act, 2013 during the financial year 2024- 25.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as prescribed in Schedule V of Listing Regulations is enclosed as Annexure III.

29. CORPORATE GOVERNANCE

Pursuant to the provisions of Listing Regulations to the extent applicable, report on Corporate Governance for the financial year 2024-25 is enclosed as Annexure IV.

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or Courts or Tribunal during the year under review.

31. DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF.

Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the year under review).

32. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177(9) of the Act, read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014, and Listing Regulations the Company has established a Vigil Mechanism System and adopted a Whistle Blower Policy for directors and employees to enable them to report their concerns about unethical behaviour, actual or suspected fraud, malpractices, or violation of the Companys code of conduct without any fear. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee.

33. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in an environment that is free from all forms of harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year: -

? No. of complaints received: Nil

? No. of complaints disposed of: NA

? No. of complaints pending more than 90 days: NA

? No. of complaints unsolved: NA

34. DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

You Company has duly complied with the provisions of The Maternity Benefit Act, 1961 as amended from time to time as may be applicable.

35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

During the period under review, the number of employees are as follows :

Sl No. Category	Count
1 Female	43
2 Male	113
3 Transgender	0
Total	156

36. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

37. COST AUDIT

The provisions under Section 148 (1) of Companies Act, 2013 and Rules made thereunder with relation to maintaining cost records were not applicable to your Company. Therefore, it is not required to maintain such accounts and records as per 148 (1).

38. INSOLVENCY AND BANKRUPTCY CODE, 2016 & STATUS THERE OF

During the year under review, no application was made nor any proceedings stand pending under the Insolvency and Bankruptcy Code, 2016, as on 31st March, 2025.

39. INTERNAL FINANCIAL CONTROLS:

Your Company has well-defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the

applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

40. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders value by minimizing threats or losses and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Policy is placed on the website of the Company on below link: https://www.glottislogistics.in/investor-relations/policies codes.

41. SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Shareholders issued by The Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

42. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their appreciation for the co-operation and support extended by all stakeholders including Shareholders, customers, Bankers, vendors, Suppliers, media, communities and other Business Associates for their continued support to the Company and the confidence reposed in its Management.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for all the employees at all levels for their hard work, cooperation and dedication, commitment and their contribution towards achieving the goals of the Company.

Your Directors also thank the Government of India, Governments of various States in India and concerned government departments/agencies for their co-operation.

By order of the Board of Directors For Glottis Limited

Date: 01.09.2025 Place: Chenna i

Sd/-	Sd/-
Kuttappan Manikandan	Ramkumar Senthilvel
Managing Director	Managing Director
DIN:07754137	DIN:07754138