Glottis Ltd Directors Report

To

Shareholders of Glottis Limited,

Your Directors have the pleasure of presenting the 2nd Annual Report on the business and operations along with the Audited Standalone financial statements for the financial year ended March 31, 2024.

The summarized financial results are as under:

FINANCIAL SUMMARY:

Particulars	Standalone (Audited) (Rs. In Lakhs)
	Year ended. 31 March, 2024	Year ended. 31 March, 2023
Summary of Profit and Loss Statement:
Revenue from operations	49,813.01	22,503.89
Other Income	150.78	38.79
Total Revenue	49,963.79	22,542.68
Profit before Finance Cost and Depreciation	4115.26	1484.07
Less: Finance Cost	26.60	0.24
Profit before Depreciation	4088.66	1,483.83
Less: Depreciation and amortization	68.69	33.43
Profit Before Exceptional Items	4019.97	1450.40
Exceptional Items	-	-
Profit before Tax	4019.97	1450.40
Less: Tax including Deferred Tax	1015.56	422.36
Profit/(Loss) for the period	3004.41	1,028.04
Earnings per Share
a. Basic	300.44	2 ,442.94
b. Diluted	300.44	2 ,442.94

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 (to the extent notified) and other accounting principles generally accepted in India to the extent applicable.

During the year under review, revenue from operation of Rs. 49,813.01 Lakhs has been recorded by your Company and the total Revenue of the Company stood at Rs. 49,963.79 Lakhs during the financial year 2023-24. For the previous Financial Year 2022-23, the Company commenced the Business from September 01, 2022 and recorded a revenue from operation of Rs. 22,503.89 and total revenue of Rs. 22,542. 68.

Major events during the year:

The Company decided to convert into a Public Company i.e. from Glottis Private Limited to Glottis Limited and the same was approved by the Members at their Extra Ordinary General meeting held on February 16, 2024 and accordingly the name clause in MOA and AOA has been changed and revised set has been adopted. In this regard appropriate compliance as per the Companies Act 2013 has been completed. The Company received the approval for conversion on May 14, 2024.

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 engaged in warehousing and commodity handling activities. The Company has a strong hold with clients from Asia, Europe & the Mediterranean, Africa, America, 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 balanced comprehensive approach to meeting market demands supporting various sectors.

Glottis handles a diverse export portfolio, with significant volumes in minerals, agro products, and chemicals. Additionally, it efficiently manages the of FMCG, general cargo, auto components, engineering goods, cosmetics. This range goods highlights Glottiss expertise handling various types ensuring robust global market operations.

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

Except for the conversion to Public Company as disclosed above, no material changes that have occurred, or any commitments made between the financial period ended March 31, 2024, and the date of this report, which would adversely affect the financial position of the company.

4. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for financial year 2023-24 in the Statement of Profit & Loss as at March 31, 2024. With a view to conserve the resources of the Company, the Board of Directors of the Company have not recommended any transfer to reserve for the financial year 2023-24.

5. DIVIDEND

No interim or final dividend is declared for the financial year 2023-24 due to retaining of profits by the company.

6. NATURE OF BUSINESS

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

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

8. SHARE CAPITAL

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

SI No.	Particulars	Amounts in Rs.
1.	Authorised Capital of the Company (10,00,000 Equity shares of Rs.10/- each)	1,00,00,000
2.	Issued, Subscribed & Paid-up capital (10,00,000 Equity shares of Rs.10/- each)	1,00,00,000

9. BOARD MEETINGS

During the year under review 7 (Seven) 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:

SI No	Date of Board Meeting	Quarter	Directors Liable to Attend	Directors Attended
1.	May 26, 2023	First	2	2
2.	August 25, 2023	Second	2	2
3.	October 09, 2023	Third	2	2
4.	January 10, 2024	Fourth	2	2
5.	February 09, 2024	Fourth	3	2
6.	February 15,2024	Fourth	3	3
7.	March 28,2024	Fourth	3	3

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

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

Mr. Thirumazhisai Puttam Shridar, was appointed as Additional Director on February 09,2024 and subsequently regularised as Non-Executive director by the Members of the Company, at Extra Ordinary General Meeting held on February 10, 2024.

Mrs. Rajasree was appointed as Chief Financial officer of the Company with effect from March 28, 2024.

Ms. Nibedita Panda was appointed as Company Secretary of the Company with effect from March 28,2024.

*Apart from the above aforementioned, there was no change in the office of Director / KMPs of the Company during the FY 2023-24.

The Company has 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 have been changed to Managing Director with effect from May 23, 2024.

11. 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 and there are no material departures from the same;

(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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY:

As per the provisions of Companies Act 2013, and other applicable Provisions, Section 178 was not applicable to the Company during the period under review. Hence it was not required to evaluate the Board and the Committees as a whole and that of the Individual Directors, with a structured questionnaire covering various aspects of the Board and that of the Individual Directors, during FY 2023-24.

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

During the year under review the appointment of Independent Director was not applicable to your Company.

14. 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/.

15. AUDITORS

A. Statutory Auditor:

In accordance with Section 140(2) of the Companies Act, 2013 and other relevant provisions of the Act, the Statutory Auditor, M/s. N Ganesh & Associates, Chartered Accountants (FRN: 016937S), had resigned effective January 31, 2024, as the firm is not a peer-reviewed entity. This resignation was recorded by the Board during its meeting held on February 9, 2024.

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 fill the Casual Vacancy at the members Extra- Ordinary General Meeting held on February 10, 2024 who will hold the office of Statutory Auditor till the ensuing Annual General Meeting to be held in the year 2024. The Shareholders in the AGM may consider appointing them as the Statutory Auditor of the Company for a term of Five years from the conclusion of 2nd Annual General Meeting till the conclusion of 7th Annual General Meeting.

B. Internal Auditor

Pursuant to the provisions of Section 138 your Company has reappointed M/s. KNP & Co, Chartered Accountants (FRN: 018364S), Chennai as Internal Auditor of the company for the financial year 2023-24.

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.

16. AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by the Auditors in their report to the Financial Statement for the period 2023-24.

17. 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).

18. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Pursuant to Section 135 of the Act, the Company met the CSR applicability threshold for the financial year 2023-24 by achieving a net profit margin of 5% or more. Consequently, the CSR liability for the financial year 2023-24 amounted to ^29,00,800/-. A report detailing the CSR activities, as required under the Companies (Corporate Social Responsibility) Rules, 2014, is attached herewith as Annexure-I.

19. RELATED PARTY TRANSACTIONS

Related party transactions entered during the financial year under review are disclosed in Note No. 33 to the Financial Statements of the Company for the financial year ended March 31, 2024.

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.

All Related Party Transactions were placed before the Board for approval/approval of shareholders, wherever required.

20. 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.

Foreign Exchange:

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

Foreign Exchange Earnings: Rs. 37,26,28,033 (USD. 45,72,905)

Foreign Exchange Outgo: 1,39,04,98,718 (USD.1,63,54,084)

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. 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.

23. 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 2023-24.

24. 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:

Following 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:

1. Conversion of name from Glottis Private Limited to Glottis Limited has been approved by RoC vide letter dated May 14, 2024.

2. The Shares of the Company dematerialised.

3. Mrs. Aruna Subbaraman, Mr. Venkatachalam Achutharayan and Mr. Naveen Mehta have been appointed as additional directors and regularised as Independent directors of the Company with effect from May 23, 2024.

4. The Designation of Mr. Kuttappan Manikandan and Mr. RamkumarSenthilvel has been changed to Managing Director with effect from May 23, 2024.

5. The Authorised Share Capital of the Company was increased from ^1,00,00,000/- (Rupees One Crore) comprising 10,00,000 equity shares of ^10 each to ^25,00,00,000/- (Rupees Twenty-Five Crores) comprising 2,50,00,000 equity shares of ^10 each. This change was approved by the Board on May 23, 2024, and subsequently by the Members of the Company at the Extra Ordinary General Meeting held on the same date. The Capital clause of Memorandum of Association of the Company has been amended accordingly.

6. The Company has issued 1,50,00,000 fully paid Equity Shares of Rs.10/-by way of a Bonus Issue, as approved by the Board on May 23, 2024 and subsequently by the Members of the Company at the Extra Ordinary General Meeting held on the same date. The allotment of bonus shares was approved by the Board on June 4, 2024. Following this, all relevant provisions of the Companies Act have been duly complied with.

25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

26. 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).

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The establishment of Vigil Mechanism is not applicable to the Company during the period under review.

28. 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 as per 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.

The Company has also constituted a Internal Committee with effect from May 23, 2024, comprising the following members.

S.No	Name of the Member	Designation	Role
1	Rajasree A	Chief Financial Officer	Chairperson
2	Vimala D	Manager- Documentation	Member
3	Nalini Gangadurai	Managing Trustee Vergal educational and charitable trust	Member
4	Narendran R	Senior Manager Imports Sales	Member

29. 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, is it is not required maintain such accounts and records as per 148 (1).

30. 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, 2024.

31. 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.

32. RISK MANAGEMENT POLICY

The Company does not have a Risk Management Policy in place as on March 31, 2024, as the risk elements threatening its existence are considered minimal during the year under review.

33. SECRETARIAL STANDARDS

The 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.

34. 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
	Sd/-	Sd/-
	Kuttappan Manikandan	Ramkumar Senthilvel
Date: August 20, 2024	Managing Director	Managing Director
Place: Chennai	DIN:07754137	DIN: 07754138