Rajvi Logitrade Ltd Directors Report

To,

The Members,

RAJVI LOGITRADE LIMITED

Your Directors have great pleasure in presenting 39th ANNUAL REPORT along with the Audited Balance Sheet and Statement of Profit And Loss, for the year ended 31st March, 2026.

SUMMARISED FINANCIAL HIGHLIGHTS:

The financial Results of the Company are briefly summarized as under:

PARTICULARS	YEAR ENDED (Rs in Lakhs)
	2025-2026	2024-2025
Total Income	9693.57	4304.82
Total Expenditure	9306.91	4158.38
Profit/(Loss) before Taxation	386.66	146.44
Tax expenses	100.16	37.07
Profit/(Loss) after Taxation	286.50	109.37
Profit/(Loss) brought forward	75.14	(34.23)
Balance carried to Balance Sheet	361.64	75.14

REVIEW OF OPERATIONS & OTHERS:

The Company has achieved Total Income of Rs. 9693.57 Lacs during the year under review mainly contributed by the road transport business, corresponding Net profit totaled Rs. 286.50/- Lacs driven by raised activity level.

DIVIDEND:

With the intention to plough back the profit, no dividend has been proposed for 2026.

TRANSFER TO RESERVES:

Amount of warrant forfeiture has been transferred to capital reserve, apart from that there is no appropriation to reserves.

SHARE CAPITAL:

During the year under review the equity authorized share capital of Company was increased from Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs only) to Rs. 6,50,00,000 (Rupees Six Crore Fifty Lakhs only). Movement in the paid-up equity share capital of the company was on account of conversion of warrant into Equity shares.

Pursuant to the shareholders approval received at the Extra-ordinary General Meeting held on 20th March, 2024, Company had issued 86,90,976 Fully Convertible Warrants at a price of Rs.10 per warrant, each convertible into 1 (one) fully paid-up equity shares of Company of face value of 10/- each to the Promoter and Non - Promoter Category, by way of preferential issue on a private placement basis. In accordance with applicable law, Company had received Rs.217.27 lakhs being 25% of the issue price towards warrant subscription during the FY 2023-24. During FY 2025-26, Company received the balance subscription amount aggregating to 399.41 (i.e., 75% of the issue price) and consequently, the Company has allotted 30,74,100 equity shares on 29/08/2025 and 22,51,425 equity shares on 18/09/2025. The funds received from proceeds of warrants were fully utilized as per the Objects stated in the Offer Document. The stock exchange viz. BSE Limited (BSE), granted listing and trading approval for the said equity shares.

Pursuant to the said allotment, the paid-up share capital of Company increased from 10,000,000/- (Rupees One Crore) to 63,255,250/- (Six Crore Thirty-Two Lakhs Fifty-Five Thousand Two Hundred and Fifty Only), during the year under review.

Since all the warrant holders did not exercised the right to convert warrant into equity shares within the stipulated period of 18 months, amount of Rs.84.14/- Lakhs (i.e. 25% of the issue price) received upfront was forfeited by company and transferred to capital reserves pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

PUBLIC 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) of SEBI Listing Regulations read with Schedule V thereto, is enclosed as a part of this report as Annexure A

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The paid up equity share capital of the Company is not exceeding rupees ten crores and net worth is not exceeding rupees twenty five crores, as on the last day of the previous financial year, hence corporate governance provisions of SEBI (LODR) Regulations, 2015, is not applicable on company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to Bombay Stock Exchange (BSE) where the Companys securities are listed.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 9 times during the financial year from 1st April, 2025 to 31st March, 2026. The Meetings of Board of Directors were held on 15/05/2025, 11/08/2025, 29/08/2025, 06/09/2025, 18/09/2025, 29/09/2025, 14/11/2025, 11/02/2026 and 02/03/2026.

AUDIT COMMITTEE

Audit committee constituted by the Board of Directors consists of three directors majority of them are independent directors. The composition of audit committee is:

Mrs. Arpana Sandeep Shah	Chairman
Mr.Hardik Naygandhi	Member
Mr. Dipendra Tak	Member

The committee duly met 5 times during the financial year from 1st April, 2025 to 31st March, 2026. The meeting were held on 15/05/2025, 11/08/2025, 14/11/2025, 11/02/2026 and 02/03/2026.

NOMINATION & REMUNERATION COMMITTEE

The Composition of nomination & remuneration committee is:

Ms. Rajvi Maulin Acharya	Chairman
Mr. Rajesh Champanery	Member
Mrs. Arpana Sandeep Shah	Member

The committee duly met 3 time during the financial year from 1st April, 2025 to 31st March, 2026. The meeting were held on 15/05/2025, 11/08/2025 and 11/02/2026.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of stakeholders relationship committee is:

Ms. Rajvi Maulin Acharya	Chairman
Mr. Rajesh Champanery	Member
Mr. Maulin Acharya	Member

The committee duly met 4 times during the financial year from 1st April, 2025 to 31st March, 2026. The meeting were held on 15/04/2025, 18/07/2025, 30/10/2025 and 30/01/2026.

RISK MANAGEMENT COMMITTEE

The Composition of Risk Management committee is:

Mr. Jagdish Dodia	Chairman
Mr. Dipendra Tak	Member
Mr. Rajesh Champanery	Member

The meeting was held on 11/02/2026 during the financial year from 1st April, 2025 to 31st March, 2026

DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

During the year under review, following changes took place in the Directorships and Key Managerial Personnel

Appointment:

Mr. Maulin Bhavesh Acharya and Mr. Narendrasinh Dalpatsinh Rana were appointed as (Additional Director, Non-Executive) by the board of directors w.e.f 15/05/2025 which was duly approved by the members of the Company through Postal Ballot on 30th June 2025.

Mr. Dipendra Tak was appointed as Additional Director w.e.f. 11/08/2025 and confirmed to (Whole-Time, Professional Director) with the approval of the member at the Annual General Meeting held on 30/09/2025

Mr. Ankit Gattani was appointed as Chief Financial Officer w.e.f 11/08/2025.

Board appointed Mr. Rajesh Girishchandra Champanery and Mr. Prashant Raval as (Non- Executive, Independent Director) for a term of 5 years w.e.f. 11/08/2025 till 10/08/2030, which was duly approved by the members of the Company at the Annual General Meeting held on 30/09/2025.

Board Appointed Mr. Hardik Dilipbhai Naygandhi as (Non-Executive, Independent Director) for a term of 5 years w.e.f.14/02/2026 till 13/02/2031, which was duly approved by the members of the Company at the Extra-Ordinary General Meeting held on 27/03/2026.

Resignation:

Mr. Dipendra Tak (Whole Time Director and Chief Financial Officer) resigned w.e.f 31/05/2025.

Mr. Chirag Hasija (Non-Executive, Non-Independent Director) resigned w.e.f 11/08/2025.

Mr. Amar Pal (Non-Executive, Independent Director) resigned w.e.f 14/08/2025.

Mr. Dharmesh Barot (Non-Executive, Independent Director) resigned w.e.f 14/08/2025.

Mr. Prashant Raval stepped down from the position of (Non-Executive, Independent Director) w.e.f 01/12/2025.

As per the provision of Section 152 of the act Mr. Maulin Bhavesh Acharya (Din: 00010405) director of the company retires by rotation at the ensuing Annual General Meeting and being eligible had offered himself for re-appointment. Your Directors recommend his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5)(c) of the Companies Act, 2013, Directors hereby confirm the following:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any

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 and of the profit and loss of the company for that period;

c) the directors have 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 have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

The Company has received declarations from all the independent Directors under Section 149(7) of the Act and Rule 6(3) of the Companies (Appointment and Qualification of Directors), Rules 2014, read with the Listing Regulations, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The above declarations were placed before the Board and in the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. None of the Director(s) is disqualified as on report date, in terms of Section 164(2) of the Act, from being appointed as a Director.

STATUTORY AUDITORS AND AUDIT REPORT:

At the 35th Annual General Meeting held on 30th September, 2022 the Shareholders approved the appointment of M/s. Prakash Tekwani & Associates, Chartered Accountants, (Firm Registration No. 120253W), as Statutory Auditor of the Company, for a first term of Five (5) consecutive years commencing from the conclusion of that AGM till the conclusion of the AGM of the Company to be held in the year 2027. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDITORS:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your directors have appointed M/s. Jogi Dipak & Co., Company Secretary, Gandhidham as Secretarial Auditor of the Company for a period of 5 (Five) Years from F.Y 2024-2025 to F.Y 2028-2029.

The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

The Secretarial Audit Report (MR-3) issued by M/s. Jogi Dipak & Co. for the Financial Year ended 31 March 2026, is set out in Annexure C to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

AUDIT OBSERVATIONS:

The Statutory Auditor has issued report on the standalone Financial Statements for the financial year ended 31st March, 2026, without any qualification, observation, disclaimer, reservation, or adverse remark.

The Auditors Report is enclosed with the Financial Statements in this Annual Report.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the relevant rules made thereunder, based on the commendation of the Audit Committee, the Board of Directors, at its meeting held on September 29, 2025, appointed M/s. Shah Deep And Company as the Internal Auditors of the Company for the financial years 2025-2026.

The internal auditor report for the period 01/04/2025 to 31/03/2026 submitted by the Auditors was taken on record by the Board of Directors, there were no qualification, adverse remark or exception noted by the Internal Auditor.

COST RECORDS

The provisions for maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of the Companies Act, 2013, read with rules 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: 698.36 Lakhs Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility is not applicable to your Company, hence the Company has not developed and implemented any Corporate Social Responsibility policy and committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for employees and directors to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.rajvilogitrade.com.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions undertaken by the Company during the financial year.

The details of related party transactions are disclosed in Notes, forming a part of the financial statements and in the Annexure B as part of this report in AOC- 2.

All the related party transactions entered into by the Company are in the ordinary course of business and on an arms length basis, for which requisite prior approvals from the Audit Committee and the Board of Directors were obtained.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.raivilogitrade.com

EXTRACT OF ANNUAL RETURN:

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act, 2013, in Form MGT-7, as of the end of the financial year i.e. 31st March, 2026 will be uploaded on the website of the Company at www.rajvilogitrade.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any guarantees or made investments covered under the provisions of section 186 of the Companies Act, 2013. However, the details of loans made during the year under review, are given in the note no. 7 forming part of the financial statements.

REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 in respect of Directors/Employees is furnished in Annexure D attached to this report.

Disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. Employed for the entire financial year under review and were in receipt of Remuneration of not less than 1,02,00,000 p.a.- NIL

B. Employed for the part of the financial year under review and were in receipt of Remuneration of not less than 8,50,000 per month:- NIL

C. None of the employees are drawing remuneration in excess of that drawn by the Managing Director and does not hold by himself/ herself or along with his/her spouse and dependent children more than 2% of the equity shares of the Company.

Risk Evaluation and Management:

Business Risk Evaluation and Management is an ongoing process within the organization. The Company has a comprehensive risk management framework to identify, monitor, and minimize risks, while identifying business opportunities.

In accordance with Regulation 21(5) of the SEBI (LODR) Regulations, 2015, the constitution of a Risk Management Committee is mandatory for the top 1,000 listed entities based on market capitalization as at the end of the immediate previous financial year. As the Company does not fall within this threshold, the said provision is not applicable to the Company. However as part of governance practice Company has constituted risk management committee with a view to identify and systematically address risk associated with the business of the company.

THE CHANGE IN NATURE OF BUSINESS:

No change occurred in the nature of the business of the Company during the year.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

No company has become or ceased to be its subsidiary, joint ventures or associate company during the year under review.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, is available on the website of the Company at www.raivilogitrade.com.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and Regulation of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the performance evaluation was carried out as under:

The Board:

The Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Governance assessment of operational performance etc. The Independent Directors, at their separate meetings held on 11/02/2026, also evaluated the performance of the Board as a whole based on various criteria. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the Board function.

Committees of the Board:

The performance of the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, role and responsibilities, information flow, effectiveness of the meetings and feedback to the management. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act.

Independent Directors:

The performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, exercising independent judgement in decision-making and fulfilment of independence criteria under applicable law, communication. The Board was of the unanimous view that each independent director has brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards during the Financial Year 2025-2026.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place a policy on Prevention of Sexual Harassment at work place in compliance with the requirements under the Sexual Harassment of Women at work place (Prevention, Prohibition, Redressal) Act, 2013. The Internal Compliant Committee (ICC) has been set up to redress the complaints under the Policy. During the financial year under review, no complaints were received with regard to sexual harassment from any employee of the Company.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

(i) Number of Complaints filed during the year - Nil

(ii) Numberof Complaints disposed of during the year - Nil

(iii) Number of Complaints pending as on end of the financial year - Nil

MATERNITY BENEFITS

The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees. Adequate facilities and support are provided in line with statutory requirements.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

The Statutory Auditor has not reported any instances of fraud committed against the Company, by its officers or employees as specified under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the financial year 2025-2026 no significant and material order passed by the regulators / courts / tribunals impacting the going concern status and Companys operations in future.

MATERIAL CHANGES AND COMMITMENT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no proceedings have been initiated against the Company under the Insolvency and Bankruptcy Code, 2016, and no proceedings under the Insolvency and Bankruptcy Code, 2016 were pending at the end of the year.

ONE TIME SETTLEMENT AND VALUATION:

During the year under review, the Company has not made any valuation or one time settlement, as prescribed under Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014.

ACKNOWLDEGEMENTS

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thanks the shareholders for the confidence reposed by them in the Company and for the continued support and co- operation extended by them.

By Order Of the Board
RAJVI LOGITRADE LIMITED
Sd-	Sd-
(Jagdish Dodia)	(Dipendra Tak)
Managing Director	Whole Time Director
DIN. 02487910	DIN.09047265
Date: 11/08/2026
Place: Gandhidham