GB Logistics Commerce Ltd Directors Report

(Rs. in Lakhs)

Standalone Performance:

The Company reported a total income from operations of 6,505.47 lakhs, reflecting a marginal increase over the previous years income of 6,445.73 lakhs. This slight growth indicates stable performance in the core business operations. Total expenses for the year stood at 6,022.21 lakhs, compared to 5,944.90 lakhs in FY 2023 24, showing a controlled cost environment despite inflationary pressures. Consequently, the Profit Before Tax (PBT) amounted to 483.26 lakhs, as against 500.83 lakhs in the previous year indicating a marginal dip, primarily attributable to higher input or operating costs.

Consolidated Performance:

On a consolidated basis, the Company achieved significant growth, with the income from operations increasing to 20,601.76 lakhs, a robust rise from 11,563.31 lakhs in FY 2023 24 registering a growth of approximately 78%. This increase reflects the strong performance of subsidiary operations. Total consolidated expenses increased to 19,415.78 lakhs from 10,886.78 lakhs, in line with the growth in revenues. The Profit Before Tax (PBT) rose substantially to 1,185.98 lakhs as compared to 676.93 lakhs in the previous year, indicating improved operational efficiency at the group level.

The Company remains focused on driving sustainable growth and enhancing operational efficiencies.

During the year, the Company does not propose to transfer any amount to the any Reserve.

The Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

The company engaged in two main business verticals: logistics and trading of agricultural commodities. The company provides full truckload freight services for large and medium-sized enterprises, utilizing both proprietary and third-party transportation services to manage logistics.

During the financial year under review, there was no change in the nature of business of the Company.

The Authorised Share Capital of the company as at the end 31st March 2025 was Rs. 10,00,00,000/- there is no change in the Authorised Share Capital during the year under review.

As on March 31, 2025, the Issued, Subscribed, and Paid-up Equity Share Capital of the Company stood at 8,19,44,480/-, comprising 81,94,448 equity shares of face value 10/- each, fully paid-up.

The Company successfully completed its Initial Public Offering (IPO) and allotted 24,57,600 equity shares of face value 10/- each at an issue price of 102/- per share (including a share premium of 92/- per share), aggregating to 24,57,600/-, on January 29, 2025.

The proceeds raised through the IPO have been fully utilized in accordance with the objects stated in the Prospectus.

Pursuant to BSE Notice No. 20250130-46 dated January 30, 2025, the equity shares of GB Logistics Commerce Limited were listed and admitted to dealings on the BSE SME Platform under the MT Group of Securities, with effect from Friday, January 31, 2025.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual Return for the Financial Year ended March 31, 2025 is available on the website of the Company.

The company has acquired 1 (One) wholly owned Subsidiary in the financial year 2023-24, GB Hospitality (India) Private Limited, engaged in a similar line of business. The detail of same is mentioned in Annexure-1 in Form AOC-1.

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Kashyap Budhaji Pakhide is liable to retire by rotation and being eligible has offered himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

10. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

11. Number of Board Meetings:

During the Financial Year 2024-25, Ten meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-

The necessary quorum was present for all the meetings. The attendance of Director is mentioned below:

12. Committees of the board:

Pursuant to Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, a company covered under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 is required to constitute an Audit Committee and a ‘Nomination and Remuneration Committee. The applicability under Rule 4 includes the following categories of public companies:

Companies having a paid-up share capital of 10 crore or more; or Companies having a turnover of 100 crore or more; or

Companies having, in aggregate, outstanding loans, debentures, and deposits exceeding 50 crore.

For the purpose of determining applicability, it is clarified that the paid-up share capital, turnover, or the aggregate value of outstanding loans, debentures, and deposits, as the case may be, shall be considered based on the figures available as on the last date of the latest audited financial statements.

During the year under review, the company did not fall under any of the above thresholds and was therefore not mandatorily required to constitute an Audit Committee.

However, pursuant to BSE Notice No. 20250130-46 dated January 30, 2025, the equity shares of GB Logistics Commerce Limited were listed and admitted for dealings on the BSE SME Platform under the MT Group of Securities, effective from Friday, January 31, 2025.

In compliance with applicable regulations for listed entities, the company has voluntarily constituted all required committees. The details of these committees are provided below:

Currently the Board has 3 (three) Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing regulations”) are as follows:

AUDIT COMMITTEE:

The Audit Committee constituted by the Company comprises of three qualified members in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Internal Auditors, the Statutory Auditors and the Board of Directors of the Company. The recommendations of the Audit Committee are always welcomed and accepted by the Board and all the major steps impacting the Financials of the Company are undertaken only after the consultation of the Audit Committee.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Four times during the Year as mentioned below. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Company comprises of three qualified members (i.e. 3 Non-Executive Independent Directors) in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and the Listing Regulations.

The Committee met One times during the Year as shown in the table below. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The Nomination & Remuneration policy is hosted on the Companys website.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee in accordance with the Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: accounts@gbhospitality.in exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website.

The following table shows the nature of complaints received from the shareholders during the Years 2024-25.

There were no complaints pending for action as on March 31, 2025.

The Committee met One times during the Year as mentioned in the table below. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below;

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the Listing Regulations, the Independent Directors of the Company shall hold at least one meeting in a Year without the presence of Non-Independent Directors and members of the management. All the Independent Directors shall strive to be present at such meeting.

The Independent Directors in their meeting shall, inter alia-

(a) Review the performance of non-independent Directors and the Board of Directors as a whole; (b) Review the performance of the chairman of the listed entity, taking into account the views of executive Directors and non-executive Directors; (c) Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on 19^th March, 2025 and attended by all Independent Directors.

13. Particulars of Loan, Investments Guarantees and Securities under Section 186

Complete details of Loan, Investments Guarantees and Securities covered under section 186 of The Companies Act, 2013 as attached in the financial statement and notes there under.

14. Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies

ANNUAL REPORT 2024-25

Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. Thus the company is not required to disclosed any information in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable.

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Companys website at the link https://gblogisticsindia.com/code-of-conduct-and-policies/ This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

15. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, The Company has introduced various measures to reduce energy consumption and install the latest technologies.

(a) CONSERVATION OF ENERGY

FOREIGN EXCHANGE EARNINGS / OUTGO

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

16. Internal Control and System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

17. Managerial Remuneration:

a. Remuneration to Directors and Key Managerial Personnel

Information 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 is given under Annexure-2. b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

18. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided “Annexure-3” and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during FY25.

19. Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as 31^st March, 2025.

20. Disclosure on Establishment of a Vigil Mechanism:

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the web link to the same is https://gblogisticsindia.com/code-of-conduct-and-policies/

21. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The management takes due care of employees with respect to safeguard at workplace. Further, no complaints are reported by any employee pertaining to sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

22. Code for prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employee have confirmed compliance with the Code.

23. Fraud Reporting (Required by Companies Amendment Bill, 2014): No Fraud reported / observed during the financial year 2024-25.

24. AUDITORS Statutory Auditors:

M/s NKSC & Co., Chartered Accountant (FRN.: 020076N) were appointed as statutory auditors of the company. Currently, they are holding office of the auditors up to the financial year 2028-29.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7thMay, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s NKSC & Co., Chartered Accountant (FRN.: 020076N) on the financial statements of the Company for the Financial Year 2024-25 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s VRG & Associates., Company Secretaries, Mumbai, in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure -4 and forms part of this Report.

Further M/s VRG & Associates., Company Secretaries, Mumbai is appointed as a Secretarial Auditor of the Company for a period of 5 Years with the approval of Shareholder in the ensuing Annual General meeting.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

25. Material Changes and Commitments

During the year under review the Company has successfully completed its Initial Public Offering (IPO) and allotted 24,57,600 equity shares of face value 10/- each at an issue price of 102/- per share (including a share premium of 92/- per share), aggregating to 25,06,75,200/-, on January 29, 2025.

The proceeds raised through the IPO have been fully utilized in accordance with the objects stated in the Prospectus.

Pursuant to BSE Notice No. 20250130-46 dated January 30, 2025, the equity shares of GB Logistics Commerce Limited were listed and admitted to dealings on the BSE SME Platform under the MT Group of Securities, with effect from Friday, January 31, 2025.

26. Material Changes and Commitment after the end of financial year upto the date to report

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

27. Compliance With Secretarial Standard

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.

28. Deposits: i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

29. Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

30. Corporate Social Responsibility

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

31. Proceedings Pending Under the Insolvency and Bankruptcy Code,2016

No application has been made or any proceeding is pending under the IBC, 2016.

32. Difference In Valuation

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

33. Stock Exchange:

The Companys equity shares are listed at BSE Limited - GBLOGISTIC : 544348 : INE0RWU01016.

34. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the Regulators, courts, tribunals impacting the going concern status and Companys operations in future.

35. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied 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 as at 31st March, 2025.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 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.

f. The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Acknowledgment:

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.