Directors Report of Glottis Ltd.

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 772,258.81 lakhs, as against 794,117.27
lakhs in the previous financial year, representing
a decline of 23.22%. The Total Revenue of the

Company stood at 772,940.41 lakhs for FY 2025¬
26, compared to 794,254.19 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 74,955.1 lakhs as compared
to 77,832.02 lakhs in the previous financial year.
Profit Before Tax (PBT) for the year under review
was 75,078.30 lakhs as against 77,586.61 lakhs in
FY 2024-25.

The Net Profit after Tax for FY 2025-26 stood at
73,771.62 lakhs as compared to 75,615.24 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
72,810 million as on March 31, 2026 (March 31,
2025: 7978 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 (76879) million; capital expenditure
for the year was 7 100.9 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 cargo portfolio, deep domain expertise,
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 31^st 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 THEREPORTING 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:

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_Agencv_
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 athttps://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:

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:

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

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:

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

d. Corporate Social Responsibility Committee.

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

The Corporate Social Responsibility Comprises:

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

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
[email protected]

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 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.

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 Companyhttps://www.glottislogistics.
in/uploads/investor-docs/1763471730_
Familiarization_Program_for_Independent_
Directors.pdf

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 five years from the conclusion
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 BYTHE 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 SOCIALRESPONSIBILITY(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 787,10,000/-. 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. CONSERVATIONOFENERGY,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 Companyis committedtomaintainthe 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"

43. INSOLVENCY ANDBANKRUPTCY 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 31^st 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 MANAGEMENTPOLICY

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. 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.

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.

By order of the Board of Directors
For Glottis Limited

Sd/- Sd/-

Date: 10-08-2026 Kuttappan Manikandan Ramkumar Senthilvel

Place: Chennai Managing Director Managing Director

DIN: 07754137 DIN: 07754138