Gconnect Logitech & Supply Chain Ltd Directors Report

The Directors are pleased to present 4th Annual report and the Audited Financial Statement for the year ended 31st March, 2026 together with the Auditors Report thereon.

1. Financial Summary:

(Amount in lakhs)

Particulars	2025-26	2024-25
Total Income	409.76	470.36
Financial Costs	2.60	6.62
Depreciation and Amortization	43.63	57.83
Other Expenses	5.51	16.89
Profit before tax and exceptional items	31.69	38.02
Exceptional income	--	--
Profit after exceptional items before tax	31.69	38.02
Taxes(benefit)	9.91	10.12
Profit after tax	21.78	27.90
Other Comprehensive Income / (Loss)	--	--
Net Profit	21.78	27.90
Earnings per share (Basic)	0.59	0.75

2. State of Companys Affairs:

The Company is engaged in the business of Logistics and Transportation. Your Company has achieved a total income of Rs. 409.76 Lakhs during the year under review as against Rs. 470.36 Lakhs in the previous financial year.

The net profit after tax of the Company for the year under review is Rs. 21.78 Lakhs as compared to Rs. 27.90 Lakhs in the previous financial year. The net profit before tax of the Company for the year under review is Rs. 31.69 Lakhs as compared to Rs. 38.02 Lakhs in the previous financial year.

3. Dividend:

During the year under review, the Board of Directors of the Company has not recommended any dividend for the financial year ended 31 March 2026.

4. Transfer To Reserves:

The Board of Directors has decided to retain the entire profit for FY 2025-26 in the Statement of Profit and Loss

5. Changes in the nature of Business:

During the year under review the Company did not undergo any change in the nature of its business.

6. Companys Performance:

During FY 2025–26, the Company recorded total income of Rs 409.76 lakh as compared to Rs 470.36 lakh in the previous financial year. The Company recorded a Profit After Tax of Rs 21.78 lakh as compared to Rs 27.90 lakh in FY 2024–25. The Company continued to remain profitable during the year and focused on strengthening its operational efficiency, improving business performance and pursuing sustainable growth.

7. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings /Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo , as required under Section 134 (3) (m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

A. Conservation of Energy:

The Company is engaged in the business of logistics and supply chain management services and is not involved in any manufacturing activity. Accordingly, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided hereunder:

i. Steps taken or impact on conservation of energy

- Modernization of Fleet by adding latest environment friendly BSVI vehicles

- Undertaking pro-active steps on Fuel Management System by implementing advanced fuel monitoring systems to optimize fuel usage and regular maintenance of vehicles to ensure they are running efficiently.

- Ensuring Driver Training programs on a regular basis by way of conducting training to drivers in eco-friendly driving techniques to reduce fuel consumption and encouraging practices such as reduced idling and optimal speed maintenance.

ii. Steps taken by the Company for utilizing alternate sources of energy

- Increasing the number of vehicles in special segment.

iii. Capital investment on energy conservation equipment

- During the year, the company has not made any capital investment on energy conservation equipment.

B. Technology Absorption:

i. Efforts made towards technology absorption : NIL

ii. Benefits derived like product improvement, cost reduction, product development or import substitution : Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from beginning of the financial year) : Not Applicable

iv. Details of technology imported: Not Applicable

v. Year of import : Not Applicable

vi. Whether the technology has been fully absorbed : Not Applicable

vii. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof : Not Applicable

C. Foreign Exchange Earnings and Outgo:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions.

Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on account of differences in foreign exchange rates on settlement/ translation of monetary assets and liabilities are recognized in the Profit and Loss Account.

8. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2026 is available on the Companys website at https://www.gconnectlogitech.com/ .

9. Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is set out as Annexure I forming part of this Annual Report.

10. Subsidiary Company:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

11. Related Party Transactions:

During the year 2025-26 the Contracts Arrangements entered into by the Company with related parties were approved by the Audit Committee pursuant to it should be Section 177(4) of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

13. Human Resources:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Companys HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

14. Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31st March, 2026.

15. Corporate Social Responsibility:

The company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

16. Directors:

a) Directors And Key Managerial Personnel:

As on 31st March, 2026, the Company has Six Directors with an optimum combination of Executive and Non-Executive Directors including One women director. The Board comprises of Three Non-Executive Directors, out of which all three are Independent Directors.

b) Declaration by Independent Directors:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(7) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

c) Board Evaluation:

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The action areas identified out of evaluation process have been discussed and are being implemented.

17. Familiarisation Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

18. Meetings of the Board:

The Board of Directors met Five (5) times during the year. The Board of Directors meet on 29th May, 2025, 05th September, 2025, 14th November, 2025 ,02nd March, 2026, and 23rd March, 2026 during the Financial Year 2025-26. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

19. Directors Responsibility Statement:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31st March, 2026, the applicable accounting standards have been followed and there are not material departures from the same.

(b) The Directors have 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 on 31st March, 2026 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the 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 have prepared Accounts on 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 are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Nomination And Remuneration Committee:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees.

21. Particulars of Loans, Guarantees or Investments:

There were no loans, guarantee or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

22. Material Changes and Commitments affecting the Financial Position of the Company:

During the year under review, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year 2025-26 and the date of this Report.

23. Auditors:

A. Statutory Auditor:

M/S NGST & Associates , Chartered Accountants, (having FRN 135159W) were appointed as a Statutory Auditor of the Company to hold office until the Conclusion of the of Annual General Meeting to be held in the Financial Year 2026.

There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their report, which is self-explanatory and does not call for any further explanation or information by the Board.

B. Secretarial Auditor:

During the year under review, the Members approved the appointment of Ms. Komal Birmiwala, Practising Company Secretaries (Firm Registration No. 5849/2024) as the Secretarial Auditor of the Company, to hold office until the Conclusion of the of Annual General Meeting to be held in the Financial Year 2026.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided as Annexure-II to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

24. Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

25. Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and the Company has paid the listing fees to Bombay Stock Exchange.

26. Internal Control Systems and their Adequacy:

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.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

27. Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace environment to ensure the health, safety, and dignity of women employees during and after maternity.

28. Meetings of Committees of the Board:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Sr. No.	Particulars	No. of Meetings held
1.	Audit Committee	4
2.	Stakeholders Relationship Committee	1
3.	Nomination & Remuneration Committee	1

29. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:

Audit Committee

Vinod Venial Sheth – Chairman

Non Executive – Independent Director

Ketar Shah – Member

Non Executive – Independent Director

Khushbu Jignesh Shah – Member

Non Executive – Independent Director

Nomination & Remuneration Committee

Vinod Venial Sheth – Chairman

Non Executive – Independent Director

Khushbu Jignesh Shah – Member

Non Executive – Independent Director

Ketar Shah – Member

Non Executive – Independent Director

Stakeholders Relationship Committee

Jigar Vinodhbhai Sheth – Member

Managing Director

Khushbu Jignesh Shah – Member

Non Executive – Independent Director

Ketar Shah – Member

Non Executive – Independent Director

30. Particulars of Employees:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – III and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at https://www.gconnectlogitech.com/

31. Whistle Blower:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website https://www.gconnectlogitech.com/ .

32. Corporate Governance:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate Governance under the Listing Regulations, 2015 along with a certificate from the auditors confirming the compliance, is annexed in this Annual Report.

33. Share Capital:

During the year under review the Authorized Share Capital is Rs. 4,00,00,000 ( Rupees Four Crores Only) divided into 40,00,000 (Forty Lakhs) Equity Shares of Rs. 10/. ( Rupees Ten Only).

The Issued, Subscribed and Paid-up capital of the Company is Rs. 3,71,95,470/- ( Rupees Three Crores Seventy-One Lakhs Ninety-Five Thousand Four Hundred and Seventy Only) divided into 37,19,547 (Thirty-Seven Lakhs Nineteen Thousand Five Hundred and Forty-Seven) Equity Shares of Rs. 10/- (Rupees Ten) each.

34. Business Responsibility Report:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

35. Compliance with Secretarial Standards:

The Company has been in compliance with the applicable Secretarial Standards during the Financial Year 2025 - 2026.

36. Disclosure under Sexual Harassment Act:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2025-26:

Particulars	No of Complaints
Number of complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending as on end of the financial year	NIL

37. Risk Management Policy:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

38. Equity Shares in the Suspense Account:

During the year under review, and in accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the Listing Regulations, there were no shares transferred to suspense account.

39. Acknowledgement:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, Creditors etc. for their continuing support and co-operation.

For And on Behalf of The Board of Directors

Gconnect Logitech and Supply Chain Limited

Sd/-

Mr. Jigar Vinodhbhai Sheth

Managing Director

DIN: 09679044

Sd/-

Rajiv Chandulal Darji

Director

DIN: 02088219

Place: Bhavnagar

Date: 03.10.2026