Glottis Ltd IPO

The IPO opens on 29 Sept 2025 & closes on 01 Oct 2025.

Glottis Limited was originally formed as a Partnership Firm named M/s Glottis' pursuant to a Deed of Partnership dated June 24, 2004. Subsequently, the Partnership Firm was converted into a Private Limited Company pursuant to a Certificate of Incorporation dated April 18, 2022, issued by the Deputy Registrar of Companies, Central Registration Centre and Company got incorporated as Glottis Private Limited'. The status of the Company converted into a Public Limited Company dated May 14, 2024 and the name was changed to Glottis Limited'. Glottis is primarily engaged in the provision of freight forwarding and logistical services, along with associated business operations. The Company delivers end-to-end logistics solutions with multimodal capabilities across verticals to optimize the movement of goods across geographies including (i) ocean freight forwarding (project cargo load and full container load, import as well as export); (ii) air freight forwarding (import as well as export); (iii) road transportation; along with other ancillary services, including warehousing, storage, cargo handling, third-party logistics (3PL) services and custom clearance, among others. The Company was entrusted with the responsibility of handling a significant logistics operation for a prominent player in the renewable energy sector. The project involved transportation of solar panels and glass of 870 TEUs to the Vishakhapatnam Port and 960 TEUs to Chennai Port for multiple solar energy projects. Given the scale of the cargo and the specific requirements of the customer, Company was required to plan and implement numerous vessels to ensure the safe and timely delivery of the materials. The Company in a short span of time, chartered a dedicated 900 TEU vessel and ensured that cargo was delivered in a timely and secure manner, meeting the high expectations of customer. Additionally, through custom house agents, also managed all customs clearance, ensuring that cargo processed swiftly and without delays at each port. Upon arrival at each of the ports, Company coordinated for unloading, storage, and onward transportation of cargo to project location of customer. As a result, it offered an end to end logistical service, through its intermediary network, encompassing planning, execution, and compliance, with minimal requirements for customer involvement. The Company expanded the operations to additional industries, by offering freight forwarding services to customers engaged in timber and consumer durables industries in 2014. In 2016, it further extended the service verticals with freight forwarding services for fragile products such as glass and glass components. The Company entered into the renewable energy industry by offering freight forwarding services to a leading sustainable and renewable energy company and a leading renewable energy producer in 2017; it diversified into warehouse handling services to a leading producer of renewal energy in 2018. The Company has handled ~95,000 TEUs of imports during the year 2024. The Company is planning an IPO by raising funds from public aggregating to Rs 200 crore Fresh Issue of Equity Shares and by issuing upto 14,571,000 Equity Shares of Face Value of Rs 2 each through Offer for Sale.

Glottis Ltd IPO will close on 01 Oct 2025.

<ul><li>Glottis delivers end-to-end logistics solutions with multimodal capabilities across verticals to optimize the movement of goods across geographies.</li><li>One of the leading freight forwarding player operating in the Renewable Energy Industry.</li><li>Wide network of Intermediaries coupled with optimum utilisation of our asset portfolio.</li><li>Scaled multimodal logistics operations with capabilities of handling diverse projects.</li><li>Longstanding relationship with diverse set of customers across industries.</li><li>Widespread international presence.</li><li>Financial growth backed by demonstrable performance metrics.</li><li>Skilled and experienced management team with relevant industry experience.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Ramkumar Senthilvel</td> <td>39592000</td> <td>49.49</td> <td>33894180</td> <td>36.68</td> </tr> <tr> <td>2</td> <td>Kuttappan Manikandan</td> <td>39592000</td> <td>49.49</td> <td>33894180</td> <td>36.68</td> </tr> </tbody> </table>

<ul><li>While we have adopted a business model wherein majority of assets necessary for offering our services to our customers are provided on rent by a wide network of our business partners, we intend to reduce our dependence on hired assets by acquiring and owning more of such assets. We plan to utilise the entire Net Proceeds towards purchase of commercial vehicles and containers, we may not be able to maintain and operate such owned assets efficiently in our business.</li><li>We derive majority of our revenue from ocean freight (import and export) segment, constituting 94.70%, 95.32% and 97.24% of our revenue from operations during the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Our financial condition would be materially and adversely affected if we fail to obtain new contracts, renew our contracts with existing customers or if our current contracts are terminated, in the said segment.</li><li>We extend credit to our customers, with post-billing credit terms, and we may experience delays in payments by our customers even beyond the credit period afforded to them. The holding level of our trade receivables increased from 27 days as of March 31, 2023 to 41 days as of March 31, 2025 primarily due to increase in credit period advanced to customers. Further, bad debts of our Company pursuant to default in payment by our customers were Rs. 0.04 million, Rs. 1.90 million and Rs. 2.50 million for Fiscals 2025, 2024 and 2023 respectively. We may not be able to collect receivables due from our customers, in a timely manner, or at all, which may adversely affect our business, financial condition, results of operations and cash flows.</li><li>We require third parties to execute a portion of our orders, which presents numerous risks. We depend on our network partners, intermediaries and vendors/suppliers in certain aspects of our operations. Occurrence of instances of unsatisfactory services provided by them or failure to maintain relationships with them could disrupt our operations.</li><li>During the Fiscal 2025, Fiscal 2024 and Fiscal 2023, 47.54%, 42.42% and 13.01% of our revenue from operations, respectively, was attributed to the renewable energy industry, and therefore our business operations are dependent upon the said industry. Any downturn in the renewable energy industry and the other industries in which our customers operate, would create an adverse impact on our revenue from operations, cash flows and financial conditions.</li><li>Our customers or customer groups do not commit to long-term contracts and may cancel or modify their orders or postpone or default in their payments. Any cancellation, modification, postponement of our orders could materially harm our cash flow position, revenues and earnings.</li><li>During the Fiscals 2025, 2024 and 2023, our top ten customers contributed to 52.73% 43.95% and 29.35% of our revenue from operations, respectively. A decrease in the revenues we derive from such customers could materially and adversely affect our business, results of operations, cash flows and financial condition.</li><li>As of the Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derive 81.94%, 76.99% and 83.50% respectively, of our revenue from operations from order placed by repeat customers. Any loss of, or a significant reduction in the repeat customers could adversely affect our business, results of operations, financial condition and cash flows.</li><li>Our Statutory Auditors have included certain observations in the annexure to their audit report on the Companies (Auditor's Report) Order, 2016 / Companies (Auditor's Report) Order, 2020, for the Fiscal 2024.</li><li>We are unable to trace bank statements for the capital contribution made by our Promoters in M/s. Glottis, the erstwhile partnership, which was converted into our Company. Our Company has also filed certain forms with a delay with the RoC under the Companies Act, which were subsequently filed with an additional fee with the RoC. In the event we are found not to be in compliance with any applicable regulations in relation to the regulatory filings, we may be subject to regulatory actions or penalties for any such possible non-compliance and our business, financial condition and reputation may be adversely affected.</li><li>Our Company had earlier received a show cause notice from the GST and Central Excise Audit-I Commissionerate, Chennai claiming recovery of an amount of Rs. 1,273.70 million, from our Company under the various provisions of CGST Act, 2017, TNGST Act, 2017 and IGST Act, 2017. While, the Principal Commissioner of CGST and Central Excise pursuant to an order dated November 29, 2024 has dropped the demand of Rs. 1,272.90 million and has disposed off the matter, however any future occurrence of such events or instances of passing of any adverse orders against our Company, could adversely affect our business, results of operations and financial conditions.</li><li>We operate in the Indian logistics industry and may be adversely affected by certain factors affecting the growth of this industry. Additionally, our business is dependent on our ability to utilise the logistics infrastructure in an uninterrupted manner. Any disruption or deficiencies in the logistics infrastructure, including those affecting freight and container traffic could impair our operations and adversely affect our business and results of operations. Any damage to our brand image or reputation may adversely affect our growth.</li><li>Significant fluctuation in freight rates, including volatility in US tariff rates, may materially and adversely affect our business, financial condition and results of operations.</li><li>The objects of the Offer for which funds have been raised and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution. The deployment of funds is entirely at the discretion of our management and as per the details mentioned in the section titled "Objects of the Offer". Any revision in the estimates may require us to reschedule our expenditure and may have a bearing on our expected revenues and earnings. Further, if there are any delays or cost overruns, our business, financial condition and results of operations may be adversely affected.</li><li>We do not own certain premises used by our Company and incur significant expenditure against our leasehold agreements. Disruption of our rights as licensee/ lessee or termination of the agreements with our licensors/ lessors or significant increase in rent payable in respect of such agreements, would adversely impact our business operations, results from operations and, consequently, our business.</li><li>Due to inadequate information provided by our Company, CRISIL Ratings, had issued a report stating "CRISIL B /Stable (ISSUER NOT COOPERATING)". An adverse rating or any downgrade in our credit rating could adversely affect our ability to raise capital in the future.</li><li>Our Company has experienced negative cash flow in the past and may continue to do so in the future, which could have a material adverse effect on our business, prospects, financial condition, cash flows and results of operations.</li><li>We have certain contingent liabilities and commitments, our financial condition and profitability may be adversely affected if any of these contingent liabilities or commitments materialize.</li><li>Our operations may be subject to strikes and work stoppages by our employees and are also susceptible to risks relating to compliance with labour laws, either of which could result in an increase in our employee benefits expense impacting our profitability.</li><li>There can be no assurance that the objects of the Offer will be achieved within the time frame anticipated or at all, or that the deployment of the Net Proceeds in the manner intended by us will result in any increase in the value of your investment.</li><li>Our Directors do not have any prior experience of being a director in any other listed company in India and this may present certain potential challenges for our Company and in the event of any material non compliance where our Directors are held liable and responsible, we may have to appoint new directors.</li><li>We have in past entered into related party transactions and we may continue to do so in the future.</li><li>We have a limited operating history in respect of our warehousing segment, which may make it difficult for investors to evaluate our business and prospects. Further, our warehouse services are concentrated in the state of Tamil Nadu.</li><li>We depend on our ability to demonstrate the value of our services to customers while operating in a highly competitive and fragmented industry where we face competition from small local players, unorganised players and other third-party logistics providers. Further, our competitors may successfully attract our customers by matching or exceeding our commercial terms.</li><li>While we have provided our services across 6 continents, in over one hundred and twenty five (125) countries in the world, a majority of our business comes from Asian region, particularly in China, Vietnam and Malaysia. Any adverse changes in economic and political conditions in such areas may adversely affect our business.</li><li>Our Company has applied for registration of a trademark in its name. Until such registration is granted, our Company may not be able to prevent unauthorised use of such trademarks by third parties, which may lead to the dilution of our goodwill.</li><li>We operate with limited owned assets. In the unforeseen instance of material financial difficulties or potential liquidation of our company, our assets may be insufficient to settle liabilities and may rapidly diminish.</li><li>We are exposed to damages and loss arising out of risks such as intrusion by pirates, sinking of ship along with cargo, and robbery of cargo, damage of cargo due to natural disaster and thus may be subject to claims relating to loss or damage to cargo, pilferage, personal injury claims or other operating risks from time to time and our insurance coverage could prove inadequate to satisfy all such claims.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses, which may have a material adverse effect on our business, financial condition and results of operations.</li><li>We are dependent on information technology systems in carrying out our business activities and it forms an integral part of our business. We are also exposed to the risks of significant breaches of data security. Further, if we are unable to adapt to technological changes and successfully implement new technologies or if we face failure of our information technology systems, we may not be able to compete effectively which may result in higher costs and would adversely affect our business and results of operations.</li><li>We may be unable to successfully implement our business plan and growth strategies, which could materially and adversely affect our business, results of operations and financial condition.</li><li>While, we had repaid the unsecured loans outstanding, using internal accruals in last three Fiscals, we may obtain further unsecured loans in the future. An inability to repay such loans or comply with other covenants stipulated in our financing arrangements could adversely affect our business, results of operations, cash flows and financial condition.</li><li>Our arrangements with shipping lines are unilateral in nature, which exposes us to risks relating to delay or default in execution of orders, reduction of margins, or fluctuations in the freight rates. Further, our arrangements with international freight forwarding agencies are susceptible to breach of confidentiality clauses or unlawful diversion of customers, which if materialise could have an adverse impact on our business, results of operations and financial condition.</li><li>We may be unable to effectively manage our growth, which could materially and adversely affect our business, results of operations and financial condition.</li><li>We may not be able to pass on any increase in costs levied by our Intermediaries to our customers. Conversely, we may not be able to pass on any decline in prices we charge our customers to our Intermediaries. We are also exposed to risks related to a sudden escalation in fuel prices or freight rates, which may adversely affect our profitability.</li><li>Any adverse development affecting the growth of trade volumes, as well as the import and export volumes, may adversely affect our business and results of operations.</li><li>We may be exposed to operational risks such as accidents, the breakdown of our assets or damages to our warehousing facilities.</li><li>The Indian logistics industry is characterised by certain factors which may lead to a higher degree of intermediation and inefficiencies in transportation of goods. Such intermediation and inefficiencies can increase our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in part, thereby adversely affecting our profitability.</li><li>We outsource our less than container load orders to our Group Company, Saccon Lines India Private Limited. Further, some of our Group Companies provide us international freight forwarding services. Accordingly, we are dependent upon them for their services, in order to complete a portion of our orders.</li><li>There have been certain instances of delays in payment of statutory dues by our Company in the past. Any failure or delay in payment of such statutory dues may expose us to statutory and regulatory action, as well as significant penalties, and may adversely impact our business, results of operations, cash flows and financial condition.</li><li>Our international operations expose us to legal, tax and economic risks, and exchange rate fluctuations. Our inability to successfully manage our geographically diverse operations could adversely affect our business and results of operations.</li><li>We depend on referrals by our existing customers, Intermediaries and third parties for generating leads and converting them into binding orders. In the event, the services offered by us are found to be deficient, we may lose our customers and may not be able to generate new leads or increase our customers on account of decrease in our goodwill or reputation which may adversely affect our results of operations and financial condition.</li><li>Trade restrictions could materially and adversely affect our business, financial condition and results of operations.</li><li>We do not verify the contents of the goods transported by us, thereby exposing us to the risks associated with the transportation of goods in violation of applicable regulations.</li><li>Our Group Companies and members forming part of our Promoter Group have conflicts of interest as they are engaged in similar business and may compete with us.</li><li>We are susceptible to risks relating to accidents due to human error, which can lead to injury or loss of human life and cause interruptions and disruptions to our logistics operations. Moreover, misconduct or errors by manpower engaged by us could expose us to business risks.</li><li>Our business is manpower intensive and our continued success and ability to meet future business challenges depends on our and our Intermediaries' ability to attract, recruit and retain experienced, talented and skilled professionals.</li><li>We are exposed to risks relating to inability of obtaining or renewing or maintaining our statutory and regulatory permits and approvals, required to operate our businesses, which may adversely affect our business, financial condition, results of operation and cash flows.</li><li>Our Promoters have extended personal guarantees with respect to loan facilities availed by our Company. Revocation of any or all of these personal guarantees may adversely affect our business operations and financial condition.</li><li>Our relationships with existing or potential clients who are in competition with each other may adversely impact the degree to which other clients or potential clients avail of our solutions, which may adversely affect us. Additionally, the commercial success of our operations depend to a large extent on financial soundness and commercial success of our customers.</li><li>We are subject to a variety of laws and regulations and may be exposed to the risk of significant liability if we fail to comply with those laws and regulations.</li><li>Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business, financial condition, cash flows and results of operations.</li><li>We have entered into related party transactions. Our Promoters, Directors, Key Managerial Personnel and Senior Management have interests in our Company other than reimbursement of expenses incurred or normal remuneration or benefits.</li><li>Our Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct our business and affairs; their interests may conflict with your interests as a shareholder.</li><li>We intend to utilise a portion of the Net Proceeds for funding our capital expenditure requirements, which may not result in growth. We are yet to place orders or enter into definitive agreements with the vendors in relation to such capital expenditure requirements.</li><li>We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Offer. Further, we have not identified any alternate source of financing the `Objects of the Offer'. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.</li><li>The average cost of acquisition of Equity Shares held by our Promoters could be lower than the Offer Price.</li><li>Our future fund requirements, in the form of further issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.</li><li>We are subject to anti-bribery, anti-corruption and sanctions laws and regulations.</li><li>There are outstanding litigations involving our Company, if determined adversely, may adversely affect our business and financial condition.</li><li>Our business development efforts involve considerable time and expense, and our revenues may not justify expenses incurred towards business development efforts.</li><li>We are subject to risks arising from interest rate fluctuations, which could reduce the profitability of our orders and adversely affect our business, financial condition and results of operations.</li><li>If we are unable to establish and maintain an effective system of internal controls and compliances, our businesses and reputation could be adversely affected.</li><li>Our Company has not paid any dividends in the past and we may not be able to pay dividends in the future.</li><li>Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as U.S. GAAP and IFRS, which may affect investors' assessments of our Company's financial condition.</li><li>This Red Herring Prospectus contains information from an industry report prepared by Lattice Technologies Private Limited, commissioned by us for the purpose of the Offer for an agreed fee.</li><li>We may not be able to maintain profitability in the future due to unforeseen reasons, market fluctuations and other external factors beyond our control.</li><li>Our Company will not receive the entire proceeds from the Offer. Further, our Promoter Selling Shareholders will receive the proceeds from the Offer for Sale (after deducting applicable Offer-related expenses and taxes).</li></ul>

The Issue type of Glottis Ltd is Book Building.

The minimum application for shares of Glottis Ltd is 114.

The total shares issue of Glottis Ltd is 23798741.

Initial public offering of up to 23,798,741 equity shares of face value of Rs. 2/- each ("Equity Shares") of the company for cash at a price of Rs. 129 per equity share (Including a Share Premium of Rs. 127 per Equity Share) ("Offer Price") aggregating up to Rs. 307.00 crores (the "Offer") comprising a fresh issue of up to 12,403,101 equity shares of face value of Rs. 2/- each aggregating up to Rs. 160.00 crores by the company (the "Fresh Issue") and an offer for sale of up to 11,395,640 equity shares of face value of Rs. 2/- each, comprising up to 5,697,820 equity shares of face value of Rs. 2/- each aggregating up to Rs. [*] crores by Ramkumar Senthilvel and up to 5,697,820 equity shares of face value of Rs. 2/- each aggregating up to Rs. 73.50 crores by Kuttappan Manikandan ("the Selling Shareholders" or "Promoter Selling Shareholders") ("Offer for Sale"). The offer will constitute [*] % of the post-offer paid-up equity share capital. the offer price is [*] times the face value of the equity shares. the price band and the minimum bid lot will be decided by the company.