Logiciel Solutions Ltd Directors Report

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies.

In the case of Independent Directors (IDs), they should fulfill the criteria of Independence and qualify the online proficiency exam conducted by IICA within the stipulated time frame, in addition to the general criteria stated above and getting of names registered under Independent Directors Databank of Ministry of Corporate Affairs.

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration Committee. The Companys Policy on Directors appointment & remuneration and criteria for determining qualifications, positive attributes & independence of a directors is available on the website of the Company at https://logiciel.io/ .

The Company is committed to provide a safe and conducive work environment to its employees. The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment in accordance with the guidelines on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy has been properly disseminated to all the staff members, blue-collar workers and employees of the Company at the registered office by the respective HR department. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Report under POSH Policy has been duly submitted to the Sub Divisional Magistrate (SDM) District Administrative Complex, Ferozpur Road, Ludhiana - 141001 Punjab for the Calendar Year ended on 31st December, 2025.

The following is the summary of the complaints received and disposed-off during the period under review.

number of complaints of sexual harassment received in the year: Nil
number of complaints disposed off during the year: Nil
number of cases pending for more than ninety days: Nil

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://logiciel.io/ .

The annual return in Form No. MGT-7 for the financial year 2025-26 will be available on the website of the Company https://logiciel.io/ in compliance with the provisions of Section 92(3) of the Companies Act, 2013.

The due date for filing annual return for the financial year 2025-26 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92(3) of the Companies Act, 2013.

The Company has neither accepted nor renewed any deposits during the year under review falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The particulars of loans, guarantees or investments made during the Financial Year 2025-26, have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year ended on March 31, 2026, as per the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013.

The transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013 read with companies (Specification of Definition details) rules, 2014 were in the ordinary course of business and at arms length basis. There were no materially significant transactions with related parties during the Financial Year 2025-26 which were in conflict with the interest of the Company. Suitable disclosures as required in Accounting Standards (AS)-18 have been made in the notes to the financial statements.

Details of contracts/arrangements with related parties as required under Section 188(1) and 134 (3) (h) of the Companies act, 2013 read with Rule 8(2) of the Companies (accounts) Rules, 2014 have been disclosed in Form AOC-2 enclosed herewith as Annexure- B forming part of this Annual Report.

During the period under review, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

Disclosures required in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure- C forming part of this Annual Report.

However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing Particulars of Employees, which is available for inspection by the Members up to the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at cs@logiciell.io.

The Management Discussion and Analysis Report on the operations of the Company as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as listing Regulations) is enclosed herewith as Annexure- D forming part of this Annual Report.

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

Your directors wish to present the details of conservation of energy, technology absorption, foreign exchange Earning and outgo for the period under review:

There is no capital investment made specifically with the motive to conserve the energy during the year under review.

No expenditure has been incurred for research & Development or purchase of technology during the year under review.

Your Company prepares and maintains its accounts fairly and accurately and in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations.

The Company has a well-defined Internal Control Systems & Standards that is/are adequate and commensurate with the size, complexity and nature of business. Clear roles, responsibilities and authorities coupled with internal information systems ensure appropriate information flow to facilitate effective monitoring. We have always believed that transparency, system and controls are important factors in the success and growth of any organization.

Adequate controls are established to achieve:

? effectiveness and efficiency in operations;
? optimum utilization of resources;
? reliability of financial reporting; and
? effective monitoring and compliance with applicable laws, rules and regulations.

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 Act and SEBI Listing Regulations.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of individual directors on the basis of criteria such as 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.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness of the Board, its Committees and Individual Directors.

M/s Raman Chawla & Associates (FRN: 035543N), Chartered Accountants have tendered their resignation as Statutory Auditors w.e.f. 29th June, 2026 due to increasing professional commitments and personal obligations consequentially leading to casual vacancy in the office of Statutory Auditors of the Company.

The Board of Directors of the Company at their meeting held on 24th July, 2026 recommended the appointment of M/s S U V & CO (FRN: 029077N), Chartered Accountants as the Statutory Auditors of the Company to fill the casual vacancy who shall hold office until the conclusion of the Annual General Meeting of the Company to be held for the financial year ended on March 31, 2026.

The Board of Directors of the Company (the Board), at its meeting held on 31st August, 2026, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, appointment of M/s S U V & CO, (FRN: 029077N) Chartered Accountants (Peer Reviewed Auditor/Firm) as Statutory Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the conclusion of 15th AGM till the conclusion of the 20th AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.

Pursuant to Section 139 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, the Company has received written consent from M/s S U V & CO, (FRN: 029077N) Chartered Accountants and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder.

The Auditors Report for the financial year ended on March 31, 2026 have been provided in Financial Statements forming part of this Annual Report.

The report of the Statutory Auditors does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s JVP and Associates, Company Secretaries LLP, a Peer Reviewed firm (FRN: AAQ3361), as the Secretarial Auditor of the Company in their meeting held on 03rd December, 2025 to conduct the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report issued by M/s JVP and Associates, Company Secretaries LLP for the financial year ended 31st March, 2026, does not contain any adverse remark, qualifications, reservations or disclaimer.

The Secretarial Audit Report in Form MR-3 forms part of this Annual Report and is annexed to the Boards Report.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has in place an internal audit system commensurate with the size, nature and complexity of its operations. The scope, functioning, periodicity and methodology of internal audit are reviewed by the Audit Committee from time to time.

Mr. Surinder Singh, Accounts Officer, was appointed as the Internal Auditor of the Company by the Board of Directors, based on the recommendation of the Audit Committee, to conduct the internal audit of the Company for the financial year 2025-26. The internal audit reports were periodically placed before the Audit Committee and the Board for their review and consideration. The observations and recommendations of the Internal Auditor were duly considered by the management, and appropriate corrective actions were taken wherever necessary.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 31st August, 2026 re-appointed Mr. Surinder Singh, Accounts Officer, as the Internal Auditor of the Company for the financial year 2026-27.

Cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the Company.

Also, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Given the knowledge-intensive nature of your Companys activities, human resources are among its most critical assets. Companys ongoing endeavor has been towards being an employee friendly organization which in turn will have a positive impact on the employees motivation, morale and there by their contribution towards the larger goal of the organization to be the "Best in Class" by increased productivity, improved quality and continue to add business value and enhanced customer satisfaction.

The company has kept a sharp focus on Employee Engagement. The Company is pleased to report that during the year under reporting, the industrial relations were cordial and the Companys Human Resources commensurate with the size, nature and operation of the company.

The Directors have devised proper systems to ensure compliance of all the secretarial standards that have been notified and made effective till the date of this Report, to the extent applicable on the Company.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year is not applicable to the Company.

There are no such events occurred during the period from 1st April, 2025 to 31st March, 2026, thus no valuation is carried out for one-time settlement with the Banks or Financial Institutions.

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the annual accounts for the Financial Year ended on 31st March, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures;
b) That appropriate accounting policies have been selected and applied 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 2025-26 and of the profit and loss of the Company for that period;
c) That proper and sufficient care has been taken 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) That the annual accounts for the Financial Year ended on 31st March, 2026 have been prepared on a going concern basis;
e) that proper internal financial controls to be followed by the company were laid down and such internal financial control are adequate and were operating effectively.
f) That 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.

Your directors wish to place on record their appreciation for the contribution made by the managers, employees, staff and workers at all levels, as they sincerely believe that the growth of the Company would not have been possible without their meticulous efforts, hard work, dedication, co-operation and support. Your directors would like to take this opportunity to thank its customers and vendors for their continued support, cooperation and faith reposed in the Company.

Your directors would also like to place on record their gratitude towards its Bankers, Ministry of Corporate Affairs and other governmental and regulatory authorities for their support, guidance and co-operation from time to time.