Glottis Ltd Directors Report

To The Members,

Glottis Limited

The Board of Directors ( Board ) are pleased to present the 04 th Board s Report on the business and operations of the Glottis Limited ( Company / GLOTTIS ) along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2026 ( FY 2025-26 ). This being the first report after the Initial Public Offer ( IPO ) and listing of the equity shares on BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ) (BSE and NSE hereinafter collectively referred as Stock Exchanges ), the Board extends a warm welcome to all our public shareholders and looks forward to your continued trust and support in the future.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The highlights of the Standalone and Consolidated Financial Statements are detailed hereunder. The Company s financial performance for the financial year ended 31st March 2026 as compared to the previous Financial Year ended 31st March 2025, is summarized below:

	Standalone (Audited)		Consolidated (Audited)
	(Rs. In Lakhs)		(Rs. In Lakhs)
Particulars	Year ended. March 31, 2026	Year ended. March 31, 2025	Year ended. March 31, 2026	Year ended. March 31, 2025
Revenue from Operations	72,258.81	94,117.27	72,258.81	-
Total Revenue	72,940.41	94,254.19	72,937.75	-
EBITDA	4,955.10	7,832.02	4,953.68	-
Profit Before Tax	5,078.30	7,586.61	5,074.22	-
Profit After Tax	3,771.62	5,615.24	3,767.54	-
Basic EPS (Face Value of 2 per share)	4.38	7.02	4.37	-
Diluted EPS (Face Value of 2 per share)	4.38	7.02	4.37	-
Equity Share Capital	1,848.06	1,600.00	1,848.06	-
Net Worth	28,097.94	9,783.15	28,093.86	-
Debt	4,970.86	2,214.10	4,970.86	-
Operating Margin	6.86%	8.32%	6.86%	-
PAT Margin	5.22%	5.97%	5.21%	-
Current Ratio	3.81	2.64	3.81
Debt-Equity Ratio	0.18	0.23	0.18	-

1. RESULT OF OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY:

Fiscal 2026 the Company s first full financial year as a listed entity was a year of two contrasting narratives: a cyclical contraction in reported revenue and profitability driven by softer global trade volumes and a second-half freight-rate correction, and a material strengthening of the Company s balance sheet, asset base and organizational platform. Management believes both narratives are essential to a fair assessment of the year.

During the financial year under review, the Company recorded Revenue from Operations of 72,258.81 lakhs, as against 94,117.27 lakhs in the previous financial year, representing a decline of 23.22%. The Total Revenue of the

Company stood at 72,940.41 lakhs for FY 2025-26, compared to 94,254.19 lakhs in FY 2024-25, reflecting an overall decline of 22.61%. The decrease in revenue was primarily attributable to prevailing market conditions, fluctuations in freight rates, and changes in business volumes during the year under review.

Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) for the Financial Year 2025-26 stood at 4,955.1 lakhs as compared to 7,832.02 lakhs in the previous financial year. Profit Before Tax (PBT) for the year under review was 5,078.30 lakhs as against 7,586.61 lakhs in FY 2024-25.

The Net Profit after Tax for FY 2025-26 stood at 3,771.62 lakhs as compared to 5,615.24 lakhs in the previous financial year, reflecting a decline of 32.8%.

The Company ended the year with a materially stronger balance sheet. Net worth stood at 2,810 million as on March 31, 2026 (March 31, 2025: 978 million), supported primarily by the IPO proceeds and retained earnings. The debt-to-equity ratio improved to 0.18x from 0.23x. Trade receivables increased approximately 60% year-on-year, reflecting a deliberate decision to extend credit days selectively to support long-standing customers through a volatile trade environment and to secure new customer additions; management regards this as a conscious working-capital investment in the franchise, made from a position of balance-sheet strength. Other current assets increased in line with the business model s structural feature of early payments to shipping lines and agents ahead of customer invoicing (typically 15 20 days). Net cash used in operating activities was ( 687.9) million; capital expenditure for the year was 100.9 million, principally towards the addition of 25 owned commercial vehicles.

2. BUSINESS OVERVIEW

Our Legacy: Powering Global Trade with

Purpose and Precision

For over 21 years, we stood as a trusted force in India s logistics sector, mastering the art of freight forwarding, transportation, equipment services, and customs clearance. What began as a focused operation has evolved into a comprehensive, globally connected logistics powerhouse. Today, we deliver end-to-end solutions across Air Freight, Ocean Freight, Break Bulk, 3PL & Warehousing, Land Transport, and Multimodal services moving cargo with speed, safety, and seamless coordination across borders.

Our Network spans over 85 countries, with strong operational footprints across Asia, North America, Europe, South America, Africa, and Australia. This extensive global reach enables us to serve diverse markets with agility and local expertise, making Glottis a preferred partner for businesses seeking reliable cross-border logistics.

A Portfolio Built for Resilience and the

Future

Glottis s import portfolio reflects both scale and strategic foresight. Renewable energy products form the largest share of our imports a clear alignment with the world s accelerating transition to clean energy. General cargo follows closely, while minerals, e-goods, engineering components, agro products, white goods, and FMCG are evenly balanced across the rest of the portfolio. This diversified mix ensures we remain resilient to sector-specific cycles while actively supporting high-growth industries of tomorrow.

On the export side, we handle significant volumes of renewable energy equipment, industrial engineering & machinery, natural stone & minerals, timber, agro products, FMCG, auto components, cosmetics, and general cargo. Our ability to manage such a wide spectrum of goods with equal expertise underscores our operational depth and positions Glottis as a versatile, one-stop logistics solutions provider for global trade.

Where Every Shipment Matters

At Glottis, service excellence begins at your doorstep and ends only when your consignment reaches its destination safely and on time. From the first pickup to final delivery, we manage the entire journey with meticulous care, technological precision, and genuine accountability. Our team doesn t just move cargo they take ownership of every shipment, whether it s a single parcel or a complex, large-scale project. This customer-first philosophy has earned us enduring relationships built on trust, reliability, and peace of mind.

Positioned for Sustainable Growth

In a dynamic and competitive global landscape, Glottis remains firmly anchored to its core values while continuously raising the bar on service quality across imports, exports, and value-added logistics solutions. Our focused strategies, diversified and unwavering commitment to operational excellence form a powerful foundation for long-term growth. As a newly listed company, we are well-positioned to capitalize on emerging opportunities in green logistics, global supply chain integration, and India s expanding role in world trade delivering consistent value to our shareholders and stakeholders.

Glottis is not just moving goods. We are moving businesses forward with purpose, precision, and pride.

3. ACCOUNTING METHOD

The Financial Statements including Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies

(Accounts) Rules, 2014, as amended and other relevant provisions of the Act. In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI Listing Regulations, the Audited Financial Statements of the Company for the Financial Year ended 31st March 2026, together with the Auditors Report forms part of this Annual Report. There is no change in the Financial Year. The Audited Financial Statements of the Company as stated above are available on the Company s website at https://www. glottislogistics.in/investor-relations/financial-statement

4. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company Incorporated its Wholly Owned subsidiary, Glottis Inc., in Texas, United States as on 18 th March, 2026. The Board of Directors, at its meeting held on March 19, 2026, approved the Incorporation of another wholly owned subsidiary in Malaysia. The proposed incorporation is intended to expand the Company s international presence, strengthen its operational capabilities, and enhance its ability to serve customers in the region more efficiently The incorporation process was underway as on March 31, 2026.

During the year under review, the Company Incorporated its wholly owned subsidiary, Glottis Inc., in Texas, USA as on March 31, 2026, the Entity Identification Number (EIN) had been applied for. The Company does not have any joint venture(s)/ associate company (ies) within the meaning of Section 2(6) of the Act.

The salient features of the Financial Statements of the subsidiary and its contribution to overall performance of the Company as required under Section 129(3) of the Act read with the Rules, is provided in Form AOC-1 and forms part of this Annual Report as Annexure C .

The Board has adopted the Policy for determining Material Subsidiaries in terms with the requirements of Regulation 16(1)(c) of the Listing Regulations. The Policy as approved by the Board is uploaded on the Company s website and can be accessed at the weblink: https://www.glottislogistics.in/uploads/investor-docs/1780479468_Policy_on_determining_ Material_Subsidiary_Website.pdf In terms of the criteria laid down in the Policy and the Listing Regulations, the Company does not have any Material Subsidiaries as on 31 March 2026.

5. MATERIAL CHANGES DURING THE REPORTING PERIOD

During the year under review, the following material changes took Place:

1. During the year under review, your Company completed its Initial Public Offer (IPO) of 2,37,98,640 shares of face value of Rs.2 each at an Issue Price of Rs.129 (including a Share Premium of Rs.127) aggregating to Rs. 30,700.24 lakhs. The issue comprised of Fresh Issue of 1,24,03,000 shares amounting to Rs.15,999.87 Lakhs and Offer for Sale of 1,13,95,640 shares by selling shareholders amounting to Rs. 14,700.38 lakhs.

2. The Issue opened for subscription on September 29, 2025, and closed on October 1, 2025. The IPO received an encouraging response from investors and subscribed 10.15 times overall.

3. The Company successfully completed its Initial Public Offer, and its Equity Shares were listed on BSE Limited and National Stock Exchange of India Limited with effect from 07 October 2025. Other than the aforesaid event, there were no material changes and commitments affecting the financial position of the Company.

4. The IPO was successfully completed in compliance with the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time and the equity shares of your Company were listed on the BSE Limited and the National Stock Exchange of India Limited with effect from 07 October 2025.

5. Your Company became a Listed Company with effect from 07 October 2025 and consequently the Corporate Identification Number ( CIN ) of your Company changed from U63090TN2022PLC151443 to L63090TN2022PLC151443.

Save as stated above, there were no other material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this Report.

6. DEVIATION AND VARIATION USE IN THE IPO PROCESS

Proceeds from the IPO

The details of the proceeds of the fresh issue are set forth below:

Particulars	Amount (Rs in million)
Gross proceeds	1,599.99
Less: Issue Expenses	147.98
Net Proceeds	1,452.01

There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Report is available at the Company s website: https://www.glottislogistics.in/uploads/ investor-docs/1771232416_Monitoring_Agency_

Report.pdf

The Company has duly paid the Annual Listing fees for the FY i.e. 2025-26 and for the ensuing FY 2025-26. There are no arrears.

7. TRANSFER TO RESERVES

With a view to conserve the resources of the Company, during the year under review, no amount was transferred to any of the reserves for the financial year ended March 31, 2026.

8. TRANSFER OF SHARES TO IEPF

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

9. DIVIDEND

During the financial year under review, the Board has not recommended any dividend. In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), the Dividend Distribution Policy is available on the Company s website and can be accessed at https://www. glottislogistics.in/investor-relations/policies-codes .

10. UNPAID/ UNCLAIMED DIVIDEND

In accordance with the provisions of Section 125 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company shall transfer any unpaid and unclaimed dividends to the Investor Education and Protection Fund. During the year, there were no dividends declared and accordingly, there were no unclaimed dividends which had to be transferred to IEPF by the Company.

11. NOMINATION AND REMUNERATION

POLICY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015, a policy relating to criteria for identification and Board nomination of the suitable candidates as well as the policy on remuneration of the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is duly approved by the Board of Directors and is available on the website of the Company at https://www.glottislogistics.in/uploads/investor-docs/1763471827_Nomination_remuneration_ policy.pdf

12. CHANGE IN THE NATURE OF BUSINESS

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

13. SHARE CAPITAL

I. Authorised Capital. During the year under review, the authorized share capital of the company as on March 31, 2026 is as follows:

Authorised Capital of the	Rs. 25,00,00,000/-
Company at the beginning of
the year 12,50,00,000 fully
paid equity shares of Rs. 2/-
each.
Authorised capital at the end	Rs. 25,00,00,000/-
of the Financial Year
12,50,00,000 fully paid
equity shares of Rs. 2/- each.

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	Rs. 16,00,00,000/-
Company at the beginning
of the year consisting of
8,00,00,000 fully paid equity
shares of Rs.2/- each
Fresh issue of 1, 24,03,000	Rs. 2,48,06,000/-
fully paid-up Shares of Rs. 2
each through Initial Public
Offer (IPO)
Paid up capital at the end of	Rs. 18,48,06,000/-
the Financial Year
9,24,03,000 fully paid equity
shares of Rs. 2/- each.

14. DETAILS OF EMPLOYEE STOCK OPTIONS

During the year under review, the Company has not issued any Equity Shares under Employee Stock Option Plan/Scheme and there were no pending options to be vested or exercised. Further, the Company does not have any existing Employee Stock Option Plan / Scheme.

15. MEETINGS

Board Meeting: During the year under review 11 (Eleven) 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.	April 25, 2025	First	6	5
2.	July 18, 2025	Second	6	6
3.	September 01, 2025	Second	6	5
4.	September 12, 2025	Second	6	6
5.	September 17, 2025	Second	6	6
6.	September 22, 2025	Second	6	6
7.	September 26, 2025	Second	6	5
8.	October 27, 2025	Third	6	6
9.	November 14, 2025	Third	6	6
10.	February 13, 2026	Fourth	6	6
11.	March 19, 2026	Fourth	6	5

General Meetings: During the year under review, 1 (One) Annual General Meeting (AGM) was held. The details are as follows:

Sl. No	Date of General Meetings	Type of Meeting	Members Liable to Attend	Members Attended
1.	September 13, 2025	AGM	8	7

16. Committees Of Board & Their MEETINGS a. Audit Committee

The Company has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The Audit Committee Comprises:

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

The Committee met 8 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.	April 25, 2025	First	4	4
2.	July 18, 2025	Second	4	4
3.	September 01, 2025	Second	4	4
4.	September 12, 2025	Second	4	4
5.	October 27, 2025	Third	4	4
6.	November 14, 2025	Third	4	4
7.	February 13, 2026	Fourth	4	4
8.	March 19, 2026	Fourth	4	4

b. Nomination and Remuneration Committee

Your Company has constituted the Nomination and remuneration Committee in accordance with Section 178 of the Act and Listing Regulations. The Nomination and Remuneration

Committee Comprises:

S.
	Name of the Member	Role
No.
1.	Mr. Vijaya Kumar Partha Sarathy	Chairman
	Independent Director
2.	Mr. Naveen Mehta	Member
	Independent Director
3.	Mr. Thirumazhisai Puttam Shridar	Member
	Non Executive Director
4.	Mrs. Aruna Subbaraman	Member
	Independent Director

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

Sl.	Date of NRC	Members Liable	Members
No	Meeting	to Attend	Attended
1.	July 18, 2025	4	4
2.	February 13, 2026	4	4

c. Stakeholders Relationship Committee

Your Company has constituted the Stakeholders Relationship Committee in accordance with Section 178 of the Act and Listing Regulations. The Stakeholder Relationship Committee

Comprises:

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

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

		Members
	Date of SRC		Members
Sl. No		Liable to
	Meeting		Attended
		Attend
1.	February 09,	4	4
	2026

d. Corporate Social Responsibility Committee.

Your Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Act and Listing Regulations.

The Corporate Social Responsibility Comprises:

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

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

		Members
	Date of CSR Committee		Members
Sl. No		Liable to
	Meeting		Attended
		Attend
1.	July 18, 2025	4	4
2.	February 13, 2026	4	4

17. PARTICULARS OF EMPLOYEES

Disclosures pertaining to Remuneration and other details, as 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 given in Annexure A to the Board s Report.

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 The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report.

However as per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to all the Members of your Company whose email address(es) are registered with the Company / Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. Pursuant to the provisions of Regulation 36(1)(b), a letter providing the web-link, including the exact path, where the complete details of the Annual Report 2025-26 are available, is being sent to those Members who have not registered their email addresses. Also, if any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary and Compliance officer at the Registered Office of the Company in this regard or send an email to info@glottislogistics.in

18. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNELS

The Company has a balanced mix of Executive and Non-Executive Directors as on March 31, 2026, the Board comprises of 6 Directors of which two are Executive Directors, One Non-Executive Non-Independent Director and Three Non-Executive Independent Directors including One-Woman Directors. During the year under review there was no change in the office of Director / KMPs of the Company during FY 2025-26.

Composition of Board of Directors and Key Managerial Personnels as on March 31, 2026, 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 A	NA	Chief Financial Officer
8.	Ms. Nibedita Panda	NA	Company Secretary and Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Kuttappan Manikandan, DIN: 07754137 retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The proposal regarding his re-appointment shall be placed for approval by the Shareholders and has been included in the notice of forthcoming Annual General Meeting of the Company. The Directors recommend the same for approval by the Members. The Profile of Mr. Kuttappan Manikandan (DIN: 07754137) as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is given in the Notice of the AGM, which forms part of this Annual Report.

19. 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 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.

20. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS

Independent Directors of your company were familiarised about the Company s operations and businesses. Interaction with the Business heads and key executives of the Company were also facilitated. The details of the familiarisation programme have been posted on the website of the Company https://www.glottislogistics. in/uploads/investor-docs/1763471730_ Familiarization_Program_for_Independent_ Directors.pdf

and loss of the company for

21. BOARD EVALUATION, ANNUAL

PERFORMANCE EVALUATION OF THE BOARD:

In accordance with the applicable provisions of Companies Act 2013 and Listing regulations, performance evaluation was carried out for the Financial Year 2025-26. The Board has adopted a formal mechanism for evaluating its own performance and the performance of its committees and individual Directors. The results of evaluation showed a high level of commitment and engagement of the Board, its various committees and senior leadership. For the year ended March 31, 2026, evaluation forms were circulated to the Board Members which included the evaluation of the Board as a whole, Board Committees and Peer evaluation of the Directors. Each Director completed the evaluation form and shared their feedback. The feedback scores as well as qualitative comments were shared with the Chairperson of Nomination and Remuneration Committee. Further Independent Directors at their meeting held on February 09 2026, 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.

22. 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 of the company 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 Independent Directors meet the criteria of proficiency as prescribed under applicable regulatory requirements and are well equipped to contribute effectively to the company s strategic direction and governance framework.

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

In accordance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the said Act and Regulation 16(1)(b) of the SEBI Listing Regulations 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 judgement and without any external influence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity. All Independent Directors of the Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

24. 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 Company s Website and the link for the same is provided here: https://www.glottislogistics.in/ investor-relations/annual-returns

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

B. Internal Auditor

Pursuant to the provisions of Section 138, 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

In accordance with the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board of Directors, at its meeting held on September 1, 2025, approved and recommended the appointment of Ms. Jayashree S. Iyer, Company Secretary in Practice (Membership No. F10394, Certificate of Practice No. 21403), holding Peer Review Certificate No. 1382/2021, as the Secretarial Auditor of the Company for a term of five consecutive years commencing from April 1, 2025 and ending on March 31, 2030, and approval of the shareholders was also obtained at the Annual General Meeting held on September 13, 2025.

Pursuant to Section 204 of the Companies Act, 2013 and the applicable rules made thereunder, the Secretarial Audit Report in Form MR-3 for the Financial Year 2026 under review, issued by Ms. Jayashree S. Iyer, Company Secretary in Practice (Membership No. F10394, Certificate of Practice No. 21403), is annexed to this Board s Report as Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

D. 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, during the period under review. Therefore, it is not required to maintain such accounts and records as per 148 (1) of the Act.

26. AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by the Auditors in their report to the Financial Statement for the period 2025-26.

27. 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.

28. DETAILS IN RESPECT OF REPORT 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).

29. CORPORATE SOCIAL RESPONSIBILITY(CSR)

In terms of Section 135 of the Companies Act, 2013, the Company was required to spend on Corporate Social Responsibility (CSR) activities during the financial year 2025-26, and the CSR liability for the said year amounted to 87,10,000/-. The Annual Report on CSR activities, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure B. The Company has in place a duly constituted CSR Committee and a CSR Policy. All CSR activities undertaken during the year were in line with the provisions of Section 135 of the Act, Schedule VII, and the applicable Rules. The CSR

Policy is available on the Company s website at: https://www.glottislogistics.in/investor-relations/ policies_codes

30. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI

Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at https://www.glottislogistics.in/uploads/investor-docs/1774585365_RPT_Policy_Glottis.pdf All Related party transactions entered during the financial year under review are disclosed to the Financial Statements of the Company for the financial year ended March 31, 2026. The requisite details of the related party transactions are provided as Annexure C 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.

31. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Conservation of Energy

The Company, being engaged in the business of providing logistics and transportation services, is not involved in any manufacturing activity where energy consumption is significant. Nevertheless, the Company recognizes the importance of efficient energy management and continuously endeavors to optimize energy usage across its operations.

The Company focuses on improving operational efficiency through effective route planning, optimal fleet utilization, preventive maintenance of vehicles and adoption of fuel-efficient operating practices. It also promotes responsible resource consumption and continually evaluates measures to minimize its environmental footprint and enhance operational sustainability.

Technology Absorption:

The logistics industry is witnessing rapid technological advancements, and the Company remains committed to adopting appropriate technologies that improve operational efficiency, customer service, and business processes. The Company continually evaluates and implements, wherever commercially feasible, modern digital solutions for fleet management, shipment tracking, route optimization, warehouse operations, and process automation.

The Company also leverages information technology to strengthen operational controls, improve service quality, enhance customer experience, and facilitate informed decision-making. As the Company is engaged in the logistics services business, no expenditure has been incurred on research and development activities requiring disclosure under the Companies (Accounts) Rules, 2014.

Foreign Exchange:

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

Foreign Exchange Earnings: Rs.80,29,42,125 (USD. 90,32,355) Foreign Exchange Outgo: Rs.3,23,26,84,625 (USD. 3,64,96,183)

32. DEPOSITS

The Company has not accepted any deposits from public or renewed any amount falling within the purview of provisions of in terms of Section 73 & 74 and other applicable provisions of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made thereunder, during the year under review. Hence, the details relating to deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

33. PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS

Details of Loans given, Guarantees given and Investments made and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Notes to the Standalone Financial Statements. (Note No. 4 & 41)

34. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the Highest Standards of Corporate Governance and adhering to the Corporate Governance requirements set out by the Securities and Exchange Board of India. Corporate Governance principles form an integral part of the core values of the Company. The Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms an integral part of this Annual Report. The Compliance Certificate from Ms. Jayashree S. Iyer, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance is annexed to this Report as Annexure E .

35. DETAILS OF SIGNIFICANT & MATERIAL

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by regulators, courts or tribunals impacting the going concern status and the Company s operations in future.

36. 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).

37. 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 behavior, actual or suspected fraud, malpractices, or violation of the Company s 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 behavior. 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.

38. POLICY ON PREVENTION, PROHIBITION

AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

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

39. 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.

40. 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	48
2	Male	143
3	Transgender	-
Total		191

41. CREDIT RATING OF SECURITIES

Crisil Ratings Limited has issued a Credit Rating of Crisil BBB+/Stable for your Company.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented as a separate Section, which forms part of this Annual Report.

43. 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, 2026.

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

45. RISK MANAGEMENT POLICY

Your Company operates in the logistics and international freight-forwarding sector and is exposed to inherent risks arising from freight rate cyclicality, trade-policy and geopolitical disruptions, customer and vertical concentration, execution challenges during the asset-ownership transition, working-capital and receivables pressures, multi-jurisdiction regulatory obligations, and attrition or key-person dependence. The Board has framed a Risk Management

Policy and periodically reviews key risks and the effectiveness of mitigation measures.

These risks are mitigated through diversification of corridors, service lines and industry verticals (including expansion beyond renewable energy into automobile, agro and pharma), pre-booking of capacity, local presence in key overseas markets, disciplined per-lane economics and BAF pass-throughs, continuous broadening of the customer base, phased and utilisation-linked asset deployment with parallel driver training, customer-level credit limits and ageing reviews by management, a strengthened post-listing compliance function, and progressive institutionalisation of processes with wider regional sales coverage and incentive alignment. The Policy is placed on the website of the Company on below link: https://www. glottislogistics.in/investor-relations/policies_codes.

46. PREVENTION OF INSIDER TRADING CODE

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders ( Code ) to regulate, monitor and report designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company s shares and sharing Unpublished Price Sensitive Information ( UPSI ) The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company s website at: https://www. glottislogistics.in/uploads/ investor-docs/1774003824_ code_of_conduct_for_insiders. pdf . During the year under review, there has been due compliance with the said code.

47. S E C R E T A R I A L 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.

48. MD & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chief Executive Officer and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2026, forms part of this Annual Report.

49. 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.

Annexure – A

Disclosure under Section 197(12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and of Managerial Personnel) Rules, 2014.

1) The ratio of the Remuneration of each Director to the Median Remuneration of the employees of the Company for the Financial Year 2025-26 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary and Compliance officer in the Financial year 2025-26:-

(in Lakhs)

Name of Directors/KMP	Ratio of remuneration to median remuneration of employees	% increase in remuneration in the Financial Year
Executive Directors:
Mr. Kuttappan Manikandan	7.72:1	Nil
(Managing Director)
Mr. Ramkumar Senthilvel	7.72:1	Nil
(Managing Director)
Non-Executive Directors:
Mr. Thirumazhisai Puttam Shridar	3.7*	NA
(Non- Executive Director)
Mr. Naveen Mehta	6.00*	NA
(Independent Director)
Mr. Vijay Kumar Partha Sarathy	6.50*	NA
(Independent Director)
Mrs. Aruna Subbaraman	6.50*	NA
(Independent Director)
Key Managerial Personnel:
Mrs. Rajasree Ananthapadmanaban	2.88:1	No Change
Offic (ChiefFinancial
Ms. Nibedita Panda	1.06:1	64.89%
(Company Secretary and Compliance Officer)

*The remuneration of Independent Directors comprises of sitting fees paid for attending Board and Committee Meetings during the financial year 2025-26.

2) The percentage increase in the Median Remuneration of employees in the Financial Year 2025-26 was 17%.

3) There were 191 Permanent employees (Male 143, Female 48) on the rolls of the Company as on 31 st March 2026.

4) The average percentile increase made in the salaries of employees other than the Managerial Personnel in the Financial Year 2025-26 was 18.4%.

The remuneration of the employees of the Company is in line with the Human Resource Philosophy and Performance of the Company and in line with the market trends.

5) It is hereby affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy lays down the criteria for appointment, qualification, positive attributes, independence, evaluation and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy aims to attract, retain and motivate competent professionals and ensure that remuneration is linked to performance, responsibilities, industry benchmarks and the long-term interests of the Company.

The Nomination and Remuneration Committee identifies and recommends suitable candidates for appointment to the Board and Senior Management positions, evaluates the performance of Directors and recommends remuneration payable to Directors, Key Managerial Personnel and Senior Management Personnel. The remuneration structure is designed to be reasonable, competitive and aligned with the Company s performance and strategic objectives while ensuring compliance with applicable statutory provisions.