FOR THE FINANCIAL YEAR 2025-26
To,
The Members,
LOGICA INFOWAY LIMITED
2 Saklat Place, 1st Floor, Kolkata, West Bengal, India, 700072
Your Directors are pleased to present the 31st Annual Report on the Performance of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026 (FY 2025-26).
1. FINANCIAL PERFORMANCE
a. Financial Highlights
The Companys financial performance, for the year ended March 31, 2026 is summarized below:
(? In Lakhs)
| PARTICULARS | YEAR ENDED 31.03.2026 | YEAR ENDED 31.03.2025 |
| Revenue from Operation | 1,31,572.09 | 1,11,924.00 |
| Profit Before Interest, Tax & Depreciation | 3,387.53 | 2,607.86 |
| Profit before Tax | 1,927.48 | 1,419.82 |
| Profit after Tax | 1,418.05 | 1,050.72 |
The Audited Financial Statements prepared in accordance with the applicable provisions of the Companies Act, 2013 (the Act), the applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the Auditors Reports and other annexures as may be applicable, form part of the Annual Report.
b. Performance & Outlook
Performance
The Revenue from Operations of the Company stood at 1,31,572.09 Lakhs in FY 2025-26, as compared to 1,11,924.00 Lakhs in FY 2024-25, representing an increase of approximately 17.55%. The Profit After Tax (PAT) during the year under review stood at 1,418.05 Lakhs, registering an increase of 34.96% over 1,050.72 Lakhs recorded in the previous Financial Year. Considering all relevant aspects, the Companys performance improved substantially during FY 2025-26 as compared to FY 2024-25 and is accordingly considered satisfactory.
Outlook
The Companys outlook for the current year remains encouraging, supported by continued efforts to expand its retail presence, strengthen strategic partnerships and capitalize on the growing demand in the technology distribution sector. The Company will persist with focus on strengthening its operational capabilities, enhancing customer reach and exploring new business opportunities, while remaining vigilant to market competition and economic uncertainties. Appropriate mitigation measures will continue to be adopted to effectively manage potential risks and achieve sustainable growth.
Dividend
To conserve resources for future business requirements and to support ongoing growth initiatives, your Directors have deemed it prudent not to recommend any dividend for the year under review.
Reserves
An amount of 1,418.05 Lakhs, being the Profit after Tax for the year, has been appropriated and transferred to the Reserves of the Company.
Changes in Share Capital
During the year under review, there was no change in the paid-up equity share capital of the Company. As on March 31, 2026, the paid-up equity share capital of the Company stood at ?17,79,76,140 (Rupees Seventeen Crore Seventy Nine Lakh Seventy Six Thousand One Hundred and Forty Only), comprising 1,77,97,614 equity shares of ?10/- each, fully paid-up.
Material Changes and Commitments Affecting Financial Position after the Balance Sheet date
No material changes or commitments impacting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this Report.
2. OPERATIONAL PERFORMANCE
Expansion of Retail Footprint
During the year under review, the Company expanded its retail presence by adding 24 new stores, further strengthening its customer reach and market presence. As of March 31, 2026, the Company operated 77 stores across 8 cities, Kolkata, Delhi-NCR, Bengaluru, Hyderabad, Lucknow, Mumbai, Gurugram and Noida, covering an aggregate area of approximately 38,125 sq. ft. The retail network comprises Multi-Brand Outlets, HP World stores and Samsung Experience Stores.
Change in the nature of Business
There was no change in the nature of business of the Company during the year under review.
Change in Website Link
There was no change in the website address/link of the Company during the year under review. The Company undertook a redesign of its website with a view to enhancing user experience, providing a more advanced and contemporary interface, and making it more e-commerce friendly, in line with its continued efforts to strengthen its digital presence and enhance customer engagement.
Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary, Joint Venture or Associate Company within the meaning of the Companies Act, 2013; hence, the statement in Form AOC-1 is not applicable.
However, it is pertinent to note that the Company itself is an Associate of Himadri Dealcom Private Limited.
Dematerialization of Shares
The entire equity share capital of the Company is held in dematerialized form with the depositories, NSDL and CDSL.
The ISIN No. allotted to the Company is INE0BSU01018 and Registrar and Share Transfer Agent is M/s. KFin Technologies Limited.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The disclosures as required under the Companies Act, 2013 and the applicable Rules for the financial year 2025-26 are provided in the table below:
| SL. NO. PARTICULARS | COMMENTS |
| A. Conservation of energy | |
| i. the steps taken or impact on conservation of energy; | In view of the nature of its business activities, the Company not being a manufacturing Company, it uses minimum power in the normal course of its business activities ensuring no wastage of energy. Hence no alternate source of energy is required at this stage. |
| ii. the steps taken by the Company for utilizing alternate sources of energy; | |
| iii. the capital investment on energy conservation equipments | |
| B. Technology Absorption | |
| i. the efforts made towards technology absorption | The Company is not in the business of manufacturing and therefore, technology absorption is not applicable. |
| ii. the benefits derived like product improvement, cost reduction, product development or import substitution; | |
| iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- | |
| (a) the details of technology imported | |
| (b) the year of import | |
| (c) whether the technology been fully absorbed | |
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and | |
| iv. the expenditure incurred on Research and Development | No expenditure incurred on Research & Development during the year. |
| C. Foreign exchange earnings & Outgo | Inflow: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows ?17,205.41 Lakhs |
3. COMPLIANCE FRAMEWORK
Corporate Governance Report
As a matter of good corporate governance, the Company consistently strives to follow the highest standards of transparency, ethics, and accountability, with a focus on enhancing long-term shareholder value and safeguarding the rights of all stakeholders. However, in terms of Regulation 15(2)(b) read with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance are not applicable to the Company as it is listed on the SME Platform.
Accordingly, the Corporate Governance Report does not form part of this Report, though the Company voluntarily upholds strong governance practices across its operations.
Business Responsibility and Sustainability Report
The provisions relating to BRSR are not applicable to your Company as it is listed on the SME Platform of BSE. However, the Company remains committed to responsible and sustainable business practices in all its operations. The Companys commitment to social corporate responsibility is reported in another section of this Report.
Annual Return
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2024-25 is available on the web site of the Company and that for financial year 2025-2026 will be uploaded and available on the companys website www.logicianfoway.com once the same is filed with the Registrar of Companies within the time stipulated by the applicable provisions of the Act.
Whistle Blower Policy/Vigil Mechanism/Code of Conduct
The Company has in place a Whistle Blower Policy, in compliance with Section 177 of the Companies Act, 2013, establishing a vigil mechanism for Directors and employees to report genuine concerns, including actual or suspected fraud and violations of the Companys Code of Conduct. The mechanism provides adequate safeguards against victimization and also ensures direct access to the Chairperson of the Audit Committee. During the financial year 2025-26, no personnel were denied access to the Audit Committee. The Policy is available on the Companys website at www.logicianfoway.com.
Further, the Board of Directors has adopted a comprehensive Code of Conduct applicable to all Directors and employees in the course of business operations. The Company follows a policy of "Zero Tolerance" towards bribery, corruption, and any form of unethical practices. The Code prescribes standards of professional conduct, integrity in workplace and business dealings, and responsible engagement with stakeholders. It also provides illustrative guidance on expected behaviour and a structured reporting mechanism.
The Code of Conduct has been placed on the Companys website at www.logicianfoway.com. All Board Members and Senior Management Personnel have affirmed compliance with the Code for FY 2025-26, and appropriate training was imparted to the management staff in this regard.
Annual Evaluation of performance of the Board
During the year under review, the Company undertook evaluation of the performance of the Board of Directors, its Committees and of each individual Director, including the Chairman, in accordance with the provisions of Section 178(2) of the Companies Act, 2013 and the applicable requirements of Regulations 17, 19 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The evaluation exercise was carried out in accordance with the Governance Practices adopted by the Company to ensure effectiveness and accountability in the functioning of the Board.
The evaluation of the performance of the Board, its Committees and individual Directors was carried out in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as the policies and criteria adopted by the Company. The evaluation covered, inter alia, the participation and contribution of Directors in Board and Committee meetings, their understanding of the Companys business and strategic matters, quality of deliberations, and their overall effectiveness in discharging their duties and responsibilities.
The Nomination and Remuneration Committee (NRC) assisted the Board in framing and reviewing the evaluation criteria. For the Board and its Committees, the criteria included aspects such as appropriateness of composition, clarity of roles and responsibilities, effectiveness of processes, degree of independence in judgment, and interaction with the Management. The performance of individual Directors, including Independent Directors, was assessed with respect to professional conduct, integrity, knowledge, competency, preparedness for meetings and meaningful contribution to discussions. In the case of the Chairman, specific parameters such as leadership qualities, ability to provide overall guidance to the Board and the Management, and commitment to long-term value creation for stakeholders were also considered.
Remuneration & Nomination Policy
The Company has formulated a comprehensive policy for the selection, appointment and remuneration of its Directors, Key Managerial Personnel (KMPs) and Senior Management.
The guiding principles of the Remuneration Policy are:
The Policy has been duly approved by the Board and is hosted on the Companys website at www.logicianfoway.com.
Risk Management Policy
Risk management forms an integral part of the Companys overall business strategy. The Board of Directors periodically reviews compliance with risk management policies, monitors risk tolerance levels, evaluates exposure to key risks, and provides strategic oversight to ensure effective risk governance across the organization. The Company continues to strengthen an independent and proactive risk management framework aimed at fostering a culture of accountability and resilience.
Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the constitution of a Risk Management Committee is mandatory only for the top 1000 listed entities. Further, the SEBI (LODR) (Amendment) Regulations, 2024 (effective December 31, 2024) have omitted the earlier requirement that such determination be based on market capitalization as at the end of the immediately preceding financial year. Since the Company does not fall within the top 1000 listed entities, a separate Risk Management Committee has not been constituted. The Audit Committee of the Board oversees and assists in the risk management process.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements
In accordance with Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company confirms that it has, in all material respects, adequate internal financial controls with reference to financial reporting. These controls were operating effectively as at March 31, 2026, based on the internal control criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
The Board of Directors has also put in place various policies and procedures, including the Vigil Mechanism (Whistle Blower) Policy, the Policy on Material Subsidiaries, and other internal governance measures. These frameworks are designed to ensure the orderly and efficient conduct of business, safeguard the Companys assets, prevent and detect frauds and errors, maintain accuracy and completeness of accounting records, and enable the timely preparation of reliable financial information.
Code for prohibition of Insider Trading
The Company has adopted a Code of Conduct for Prohibition of Insider Trading in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code regulates trading in the Companys securities by Designated persons and Insiders, requiring prior clearance for transactions and prohibiting dealing in the Companys shares while in possession of Unpublished Price Sensitive Information ("UPSI") or during closure of the trading window.
Further, the Company has formulated and adopted a Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons, as well as a Policy and Procedures for Inquiry in case of Leak or Suspected Leak of UPSI in compliance with Regulation 9A(5) of the aforesaid SEBI Regulations.
The Board is responsible for implementation of the Code, and all Directors and designated employees have confirmed compliance with the same.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company is committed to fostering a safe and respectful work environment, free from sexual harassment, exploitation, or intimidation. In line with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has adopted an Anti-Sexual Harassment Policy. While the policy primarily addresses the protection of women, it has been framed in a gender-neutral manner to extend its coverage to all employees, including men.
An Internal Complaints Committee (ICC) has been constituted to address complaints of sexual harassment, covering all employees, including permanent, contractual, temporary staff, and trainees. The ICC was reconstituted on November 14, 2025 to ensure continued compliance with the POSH Act, with the updated composition as follows:
| SL. NO. NAME OF THE MEMBERS | DESIGNATION |
| 1. Mrs. Paromita Samanta | Presiding Officer |
| 2. Mrs. Priyanka Baid | External Member |
| 3. Mr. Deepak Kumar Jha | Internal Member |
| 4. Mr. Ranveer Sharma | Internal Member |
Company Secretary and Compliance Officer act as the Secretary to the Committee.
A summary of the sexual harassment complaints received and disposed off during the financial year ending March 31, 2026 is as follows:
Compliance with the Maternity Benefit Act, 1961
The Company hereby confirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the financial year.
Corporate Social Responsibility
Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the Act, the provisions relating to Corporate Social Responsibility ("CSR") were applicable to the Company during the financial year under review, having been triggered based on the prescribed criteria during FY 2024-25. Accordingly, FY 2025-26 represents the second year of CSR implementation by the Company.
During the year under review, the Company continued its CSR initiatives in accordance with its approved CSR Policy and incurred a total CSR expenditure of ?20,25,000/-. The CSR Committee, voluntarily constituted by the Board, oversaw the planning, implementation, monitoring and reporting of the CSR activities undertaken by the Company.
During the year under review, the Company undertook CSR initiatives focused on animal welfare, education of children, distribution of essential items to children and other needy persons, distribution of food, and providing support to poor and underprivileged persons.
The Annual Report on CSR Activities, prepared in accordance with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, providing details of the CSR Policy, composition of the CSR Committee and the projects undertaken during the year, is attached as "Annexure A" to this report. The details regarding the terms of reference of the CSR Committee and the meetings held during the year are provided under Point 4B(iv) of the Governance section.
Details of Applications or Proceedings under the Insolvency and Bankruptcy Code, 2016
During the financial year 2025-26, no applications were filed by or against the Company, and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
Secretarial Standards
During the year, the Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. The Secretarial Auditors of the Company have also confirmed compliance with the applicable Secretarial Standards in their Audit Report.
Transfer to Investor Education and Protection Fund
During the period under review, there is no amount of unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.
Disclosure on Significant and Material orders passed by regulators/courts:
No orders were passed by the regulators or courts or tribunals impacting the going concern status and future operations of your Company.
Public Deposits
Your Company has neither accepted nor has any outstanding deposits from public within the meaning of Section 73 of the Act read with Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Contracts or Arrangements with Related Parties:
The Company has entered into certain contracts and arrangements with related parties during the year under review. In accordance with the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder, the details of such contracts and arrangements are provided in Form AOC-2, which forms part of this Report and is attached as "Annexure B" to this report.
Form AOC-2 is prescribed to disclose material contracts and arrangements with related parties, ensuring transparency and accountability in the Companys dealings.
Particulars Of Loans, Guarantees or Investments Under Sec 186:
Your Company had not provided any loan, guarantees, or made any investment under the captioned section, during this year under review.
Managing Director/CEO & CFO Certification
As per Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement for Managing Director/CEO & CFO certification is not applicable to the Company, being an SME listed entity, as per the exemption provided under Regulation 15(2) of SEBI (LODR) Regulations, 2015.
Notwithstanding the exemption, the Company has voluntarily obtained the compliance certification from the Managing Director/CEO and Chief Financial Officer for the financial year ended March 31, 2026.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), forms part of this Annual Report.
Code of Conduct:
The Company has adopted a Code of Conduct for its Board Members and Senior Management Personnel, which is available on the Companys website. A declaration signed by Mr. Gaurav Goel, Managing Director, confirming compliance with the Code for FY 2025-26, as required under Regulation 26 of the SEBI Listing Regulations, 2015, forms part of this Report and is attached as "Annexure C".
Listing Fees
The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid the applicable listing fees to the Stock Exchange for FY. 2026-27.
Postal Ballot
No Postal ballot was conducted by the company during the year 2025-26.
GOVERNANCE
BOARD OF DIRECTORS
a. Constitution
The constitution of the Board is in accordance with the provisions of the Companies Act, 2013. As on March 31, 2026, the Board of Directors of the Company consisted of 6 (Six) members, comprising Two Executive Directors, One Non-Executive & Non-Independent Director, and Three Non-Executive Independent Directors.
The Board has been constituted with members having diverse qualifications, expertise, and experience, ensuring effective guidance and oversight of the Companys affairs. Its constitution reflects a balanced mix of knowledge, skills, independence, and diversity, enabling strategic direction, independent judgment, and ethical leadership with transparency and accountability.
b. Composition
The composition of the Board of Directors of the Company as on March 31, 2026 is as under:
| Sr. No. | DIN | Name | Designation |
| 1 | 00432340 | Mr. Gaurav Goel | Chairman cum Managing Director |
| 2 | 00434584 | Mrs. Shweta Goel | Whole-Time Director |
| 3 | 00320923 | Mr. Rakesh Kumar Goel | Non-Executive and Non-Independent Director |
| 4 | 00168213 | Mr. Dinesh Arya | Non-Executive and Independent Director |
| 5 | 09716368 | Mr. Nil Kamal Samanta | Non-Executive and Independent Director |
| 6 | 09719904 | Mrs. Vinita Saraf | Non-Executive and Independent Director |
All Directors of the Company have confirmed that they meet the "fit and proper" criteria prescribed under the applicable regulations and have further affirmed that they are not disqualified from being appointed as Directors pursuant to Section 164(2) of the Companies Act, 2013.
During the Financial Year 2025-26, the following changes occurred in the Board:
Re-appointment of Mr. Rakesh Kumar Goel, who retired by rotation and, being eligible, offered himself for re-appointment.
Meetings
To facilitate effective participation, the Company plans its Board Meetings in advance and shares the agenda together with relevant notes, reports, and supporting documents with the Directors in time to enable them to review the matters thoroughly and contribute meaningfully during discussions.
The Board deliberated on various business matters, ensured effective oversight of the Companys operations, and accepted all recommendations made by its committees.
During the Financial Year under review, the Board of Directors met 6 (Six) times as detailed in the table below. The maximum gap between any two consecutive Committee Meetings held during the year was not more than 120 days. The requisite quorum was present at all the Meetings held during the year.
| Sl. No. | Date of Board Meeting | Board Strength | No. of Directors Present |
| 1. | 30.04.2025 | 6 | 6 |
| 2. | 30.05.2025 | 6 | 6 |
| 3. | 29.08.2025 | 6 | 6 |
| 4. | 14.11.2025 | 6 | 6 |
| 5. | 13.03.2026 | 6 | 6 |
Attendance details of Directors during the Financial Year ended March 31, 2026 are given below:
| Sr. No. | DIN | Name of the Directors | Designation | Number of Board Meetings attended |
| 1 | 00432340 | Mr. Gaurav Goel | Managing Director | 6 |
| 2 | 00434584 | Mrs. Shweta Goel | Whole-Time Director | 6 |
| 3 | 00320923 | Mr. Rakesh Kumar Goel | Non-Executive and Non-Independent Director | 6 |
| 4 | 00168213 | Mr. Dinesh Arya | Non-Executive and Independent Director | 6 |
| 5 | 09716368 | Mr. Nil Kamal Samanta | Non-Executive and Independent Director | 6 |
| 6 | 09719904 | Mrs. Vinita Saraf | Non-Executive and Independent Director | 6 |
Directors seeking Re-appointment
In terms of the provisions of the Companies Act, 2013, Mrs. Shweta Goel, Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members at the ensuing Annual General Meeting.
B. COMMITTEES OF THE BOARD
In terms of the Companies Act 2013, there are currently 4 (Four) Committees of the Board, as detailed below:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
iv. CSR Committee
i. Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of the Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.
The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with the aforesaid provisions. All the members of the committee are financially literate. During the year under review, the Committee met 7 (Seven) times on 30.04.2025, 30.05.2025, 02.08.2025, 29.08.2025, 04.10.2025, 14.11.2025 and 12.02.2026 and all the meetings were duly convened and held in compliance with the applicable provisions. The maximum gap between any two consecutive Committee Meetings held during the year was not more than 120 days. The requisite quorum was present at all the Meetings held during the year.
The composition and attendance of the members are provided below:
| SL. NO. NAME OF THE DIRECTOR | DESIGNATION | NATURE OF DIRECTORSHIP | NUMBER OF MEETINGS ATTENDED |
| 1. Mr. Dinesh Arya | Chairman | Non-Executive and Independent Director | 7 |
| 2. Mr. Gaurav Goel | Member | Managing Director | 7 |
| 3. Mr. Nil Kamal Samanta | Member | Non-Executive and Independent Director | 7 |
| 4. Mrs. Vinita Saraf* | Member | Non-Executive and Independent Director | 0 |
*Mrs. Vinita Saraf was appointed as a Member of the Audit Committee with effect from March 13, 2026, pursuant to the approval of the Board.
ii. Nomination & Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in accordance with the provisions of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178(1) of the Companies Act, 2013.
The composition, quorum, terms of reference, functions, powers, roles and scope are in compliance with the aforesaid provisions. During the year under review, the Committee met 3 (Three) times on 30.04.2025, 29.08.2025 and 13.03.2026 and all the meetings were duly convened and held in accordance with the applicable requirements. The requisite quorum was present at all the Meetings held during the year.
The composition and attendance of the members are provided below:
| SL. NO. NAME OF THE DIRECTOR | DESIGNATION | NATURE OF DIRECTORSHIP | NUMBER OF MEETINGS ATTENDED |
| 1. Mrs. Vinita Saraf | Chairperson | Non-Executive and Independent Director | 3 |
| 2. Mr. Dinesh Arya | Member | Non-Executive and Independent Director | 3 |
| 3. Mr. Rakesh Kumar Goel | Member | Non-Executive and Independent Director | 3 |
iii. Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178(5) of the Companies Act, 2013.
The composition, quorum, terms of reference, functions, powers, roles and scope are in compliance with the aforesaid provisions. During the year under review, the Committee met 1 (One) time, on 30.05.2025, and the meeting was duly convened and held in accordance with the applicable requirements. The requisite quorum was present at the Meeting held during the year.
The composition and attendance of the members are provided below:
| SL. NO. NAME OF THE DIRECTOR | DESIGNATION | NATURE OF DIRECTORSHIP | NUMBER OF MEETINGS ATTENDED |
| 1. Mr. Nil Kamal Samanta | Chairman | Non-Executive and Independent Director | 1 |
| 2. Mr. Gaurav Goel | Member | Managing Director | 1 |
| 3. Mrs. Shweta Goel | Member | Whole-time Director | 1 |
iv. Corporate Social Responsibility Committee
The Corporate Social Responsibility (CSR) Committee of the Company is constituted in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the applicable rules framed thereunder.
The composition, quorum, terms of reference, functions, powers, roles and scope are in compliance with the aforesaid provisions. During the year under review, the Committee met 2 (Two) times, on 29.08.2025 and 13.03.2026, and both meetings were duly convened and held in accordance with the applicable requirements. The requisite quorum was present at all the Meetings held during the year.
The composition and attendance of the members are provided below:
| SL. NO. NAME OF THE DIRECTOR | DESIGNATION | NATURE OF DIRECTORSHIP | NUMBER OF MEETINGS ATTENDED |
| 1. Mrs. Shweta Goel | Chairperson | Whole-time Director | 2 |
| 2. Mr. Rakesh Kumar Goel | Member | Non-Executive and Non-Independent Director | 2 |
| 3. Mr. Dinesh Arya | Member | Non-Executive and Independent Director | 2 |
C. INDEPENDENT DIRECTORS
a. Meeting of Independent Directors
In terms of the provisions of the Companies Act, 2013 and Schedule IV thereto, a separate meeting of the Independent Directors of the Company was held on 13.03.2026, without the presence of Non-Independent Directors and members of the management and the meeting was duly convened and held in accordance with the applicable provisions.
At the said meeting, the Independent Directors reviewed the performance of the Board as a whole, the performance of the Non-Independent Directors, including the Chairman, and also assessed the quality, quantity, and timeliness of flow of information between the management and the Board.
b. Familiarization Programme for Independent Directors:
The Company follows the practice of conducting familiarization programmes for its Independent Directors.
Every new Independent Director attends an orientation programme designed to provide insights into the Companys strategy, operations, and functions. As part of this, the Executive Directors and senior management make detailed presentations covering areas such as the Companys strategy, business operations, products and services, market presence, organizational structure, financial performance, human resources, technology, risk management, and other key aspects.
For the benefit of the Directors, including Independent Directors, the Company also organizes workshops on specific areas, including:
Further, at the time of appointment, each Independent Director is issued a formal letter setting out his/her role, responsibilities, functions, and duties as prescribed under applicable laws.
c. Declaration By Independent Directors
All Independent Directors of the Company have submitted their declarations of independence pursuant to Section 149(7) of the Companies Act, 2013, confirming compliance with the criteria prescribed under Section 149(6) of the Act, Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. They have also affirmed adherence to the Code for Independent Directors as laid down in Schedule IV of the Act.
D. GENERAL MEETINGS
During the financial year under review, the Company duly convened and held annual general meeting of members in compliance with the provisions of the Companies Act, 2013 and applicable Secretarial Standards.
1 (One) Annual General Meeting (AGM) held on September 25, 2025;
E. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) of the Company are duly appointed in accordance with the provisions of the Companies Act, 2013, and comprises the following:
| Sr. No. Name | Designation |
| 1. Mr. Deepak Kumar Jha | Chief Financial Officer |
| 2. Mr. Sundeep Mishra | Chief Operating Officer |
| 3. Ms. Priyanka Gera | Company Secretary and Compliance Officer |
| 4. Mr. Ankur Bhutani* | Chief Operating Officer (North) |
| 5. Mr. Kshitij Goel** | Chief Information Officer |
**Appointment of Mr. Kshitij Goel as Chief Information Officer (CIO) and designated as KMP with effect from May 1, 2025.
F. DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES
Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures relating to the remuneration of Directors and employees are attached to this Report and form part of it as "Annexure D".
Further, during the year under review, there were no employees of the Company falling within the purview of disclosure requirements under Rule 5(2) and Rule 5(3) of the aforesaid Rules.
5. AUDITORS & REPORT OF THE AUDITORS:
a. Statutory Auditors
In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s R. Rampuria & Co. Chartered Accountants, (Firm Registration No. 325211E) was appointed as the statutory auditors of the Company to hold office from the FY 2022-23 till the conclusion of the Annual General Meeting for the FY 2026-27 of the Company.
The Statutory Auditors have issued their Reports with an unmodified opinion there being no qualification, reservation, adverse remark or disclaimer therein on the Financial Statements of the Company for FY 2025-26. Further, there are no observations or comments on any financial transactions that have an adverse effect on the functioning of the Company.
b. Secretarial Auditors
Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, 2015, M/s. Vaskar Das & Associates, Practicing Company Secretary (CP No. 4467) have conducted the Secretarial Audit of the Company for FY 2025-26.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer for FY 2025-26 and is attached as "Annexure E" to this Report.
In terms of Regulation 24A of the SEBI Listing Regulations, 2015, read with the applicable provisions of the Companies Act, 2013, M/s. Vaskar Das & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, commencing from the conclusion of the 30th Annual General Meeting held on September 25, 2025, up to the conclusion of the 35th Annual General Meeting, subject to the applicable provisions of the Act and the SEBI Listing Regulations.
c. Internal Auditors
M/s Punit Pandey & Associates, Internal Auditors of the Company have carried out the Internal Audit for FY 2025-26. The reports and findings of the Internal Auditors are quarterly reviewed by the Audit Committee. Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company at its meeting held on 12 May 2026, based on the recommendation of the Audit Committee, have re-appointed M/s Punit Pandey & Associates as the Internal Auditors of the Company for FY 2026-27.
d. Cost Auditors/Maintenance of Cost Records
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company.
e. Reporting of Frauds by Auditors
During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
6. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company maintains a sound system of internal financial controls, aligned with the scale and complexity of its operations. These controls are designed to safeguard assets, ensure accuracy of records, and support reliable financial reporting.
The Audit Committee oversees the risk and control framework, periodically reviewing reports and monitoring corrective actions to strengthen governance. To support this process, the Company has appointed Punit Pandey & Associates, Chartered Accountants, Kolkata (FRN: 333246E) as Internal Auditors. Their reports are reviewed by the Audit Committee and Management, and recommendations are acted upon to drive ongoing improvements in systems and processes.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors responsibility statement it is hereby confirmed:
8. ACKNOWLEDGEMENTS:
Your Board of Directors would like to thank all the Stakeholders viz., Customers, Shareholders, Employees, Government, Suppliers, Business Partners, Bankers and all others associated with the Company for their continuous support and cooperation.
| By the Order of the Board For LOGICA INFOWAY LIMITED |
| Sd/- GAURAV GOEL Managing Director DIN- 00432340 |
| Sd/- SHWETA GOEL Whole Time Director DIN- 00434584 |
| Place: Kolkata Date: 01/09/2026 |
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