Rajvi Logitrade Ltd Directors Report

To,

The Members,

RAJVI LOGITRADE LIMITED

Your Directors have great pleasure in presenting 37 ^TH ANNUAL REPORT along with the Audited Balance Sheet and Statement of Profit And Loss, for the year ended 31^st March, 2024.

SUMMARISED FINANCIAL HIGHLIGHTS:

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

PARTICULARS	YEAR ENDED (Rs in Lakhs)
	2023-2024	2022-2023
Total Income	3091.31	1613.65
Total Expenditure	2989.38	1590.72
Profit/(Loss) before Taxation	101.93	22.93
Tax expenses	25	5
Profit/(Loss) after Taxation	76.93	17.93
Profit/(Loss) brought forward	(111.16)	(129.09)
Balance carried to Balance Sheet	(34.23)	(111.16)

REVIEW OF OPERATIONS & OTHERS:

The Company has achieved Total Income of Rs. 3091.31 Lacs during the year under review contributed by the road transport business, corresponding Net profit totaled Rs. 76.93/- Lacs mainly driven by raised activity level.

DIVIDEND:

With the intention to plough back the profit, no dividend has been proposed for 2024.

TRANSFER TO RESERVES:

There were no appropriations to/from the general reserves of the Company during the year under review.

SHARE CAPITAL:

During the year under review, there was no change in the authorized and paid-up share capital of the Company. The equity authorized share capital of your Company is 2.5 crore and paid-up equity share capital of your Company is 1 crore.

The board of directors of the Company, in their meeting held on 16th February, 2024 have approved a issuance of upto 90,00,000 Warrants, each are convertible into fully paid-up Equity Shares of the Company, on preferential basis to the Promoter and Non - Promoter Category, up to an amount of Rs. 900 lakhs, at a issuance price of Rs. 10.00 per Warrants (derived pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018). Equity shares issued upon exercise of Warrants, shall rank pari-passu to existing equity shares of the Company. Shareholders of the Company, in Extraordinary General Meeting held on 20th March, 2024, approved the issuance of Warrants on preferential basis. During the quarter ended 31st March, 2024, the Company has received an aggregate consideration of Rs.217.27 lakhs towards minimum 25% of the Total Consideration for 86,90,976 Warrants. The board of directors of the company, in their meeting held on 28th March, 2024 have allotted 86,90,976 Fully Convertible Warrants.

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 presented in a separate report forming part of this Annual Report.

NAME CHANGE

The Company has changed its name from "Suryakrupa Finance Limited" to "Rajvi Logitrade Limited" pursuant to the special resolution passed by the shareholders of the company at its extra-ordinary general meeting held on 13^th May, 2023.The change in name was approved by the Registrar of Companies, by issuing a new certificate of Incorporation dated 17/05/2023.

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 2023-2024 to Bombay Stock Exchange (BSE) where the Companys securities are listed.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 10 times during the financial year from 1^st April, 2023 to 31^st March, 2024. The Meetings of Board of Directors were held on 10/04/2023, 21/04/2023, 12/05/2023, 11/08/2023, 01/09/2023, 20/10/2023, 09/11/2023, 05/02/2024, 16/02/2024 and 28/03/2024.

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. Dharmesh K. Barot	Member
Mr. Dipendra Tak	Member

Mr. Dipendra Tak was appointed as member of the committee w.e.f 16/02/2024. Mr. Narendrasinh Dalpatsinh Rana ceased from the position of Committee member w.e.f 08/02/2024. The committee duly met 5 times during the financial year from 1^st April, 2023 to 31^st March, 2024. The meeting were held on 12/05/2023, 11/08/2023, 09/11/2023, 05/02/2024 and 09/02/2024.

NOMINATION & REMUNERATION COMMITTEE

The Composition of nomination & remuneration committee is:

Mr. Amar N. Pal	Chairman
Mr. Dharmesh K. Barot	Member
Mrs. Rajvi Maulin Acharya	Member

Ms. Rajvi Maulin Acharya_was appointed as member of the committee w.e.f 16/02/2024. Mr. Narendrasinh Dalpatsinh Rana ceased from the position of Committee member w.e.f 08/02/2024. The committee duly met 3 times during the financial year from 1^st April, 2023 to 31^st March, 2024. The meeting were held on 06/04/2023, 31/08/2023 and 01/02/2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of stakeholders relationship committee is:

Mrs. Arpana Sandeep Shah	Chairman
Mr. Amar N. Pal	Member
Mrs. Rajvi Maulin Acharya	Member

Mrs. Arpana Sandeep Shah was appointed as Chairman of the committee w.e.f 16/02/2024. Ms. Rajvi Maulin Acharya_was appointed as member of the committee w.e.f 16/02/2024. Mr. Chirag Hasija ceased to the Chairman of the committee w.e.f 16/02/2024. Mr. Dhaval Bhavesh Acharya ceased to the member of the committee w.e.f 16/02/2024. The committee duly met 4 times during the financial year from 1^st April, 2023 to 31^st March, 2024. The meeting were held on 17/04/2023, 18/07/2023, 15/10/2023 and 19/01/2024.

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

Appointment:

During the year under review, following changes took place in the Directorships and Key Managerial Personnel Mr. Chirag Hasija (Din: 09817934) was appointed as additional director on the Board of the Company w.e.f. 28th December, 2022. His appointment was approved by the shareholders by passing a ordinary resolution in the Extra-Ordinary General Meeting held on May 13, 2023. Mr. Dhaval Acharya (Din: 00010406) was appointed as Additional Director on the Board of the Company w.e.f. 10^th April, 2023. His appointment was approved by the shareholders by passing a ordinary resolution in the Extra-Ordinary General Meeting held on May 13, 2023 Mrs. Arpana Sandeep Shah (Din: 07414319) was appointed as additional director w.e.f. 28th December, 2022. Her appointment were approved by the shareholders by passing a ordinary resolution in the Extra-Ordinary General Meeting held on May 13, 2023 Mr. Dipendra Tak (Din: 09047265) was appointed as additional director w.e.f. 01/09/2023. His appointment was approved by the shareholders in the Annual General Meeting held on September 30, 2023. Mr. Jagdish Gangdasbhai Dodia (Din: 02487910 ) was appointed as additional director w.e.f. 01/09/2023. His appointment was approved by the shareholders in the Annual General Meeting held on September 30, 2023. Ms. Rajvi Maulin Acharya (DIN: 10485013) was appointed as additional director w.e.f. 05/02/2024. Her appointment were approved by the shareholders by passing a Ordinary resolution in the Extra-Ordinary General Meeting held on March 20, 2024 Mrs. Sapna Jagdish Tolani was appointed as Company Secretary w.e.f 20/10/2023.

Change in designation:

Designation of Mr. Dipendra Tak (Din: 09047265) was changed from director to Whole Time Director w.e.f. 30/09/2023. Change in his designation was approved by the shareholders by passing an ordinary resolution in the Annual General Meeting held on 30/09/2023. Designation of Mr. Jagdish Gangdasbhai Dodia (Din: 02487910 ) was changed from director to Managing Director w.e.f. 30/09/2023. Change in his designation was approved by the shareholders by passing an ordinary resolution in the Annual General Meeting held on 30/09/2023.

Cessation:

Mr. Maulin Bhavesh Acharya (Din: 00010405) resigned as Non-Executive Director w.e.f. 01^st May, 2023. Mr. Dhaval Acharya (Din: 00010406) resigned as Non-Executive Director w.e.f. 08^th February, 2024. Mr. Narendrasinh Dalpatsinh Rana resigned as Director & CFO w.e.f 08^th February, 2024. Mrs. Akansha Pithaliya resigned as Company Secretary w.e.f 31/08/2023.

As per the provision of Section 152 of the act Mr. Chirag Hasija (Din: 09817934) 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. 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 35^th Annual General Meeting held on 30^th September,2022 the Shareholders approved the appointment of M/s. Prakash Tekwani & Associates, Chartered Accountants, (Firm Registration No. 120253W), as a Statutory Auditor of the Company, to hold office for a period of Five (5) years commencing from the conclusion of that AGM till the conclusion of the AGM of the Company to be held in the year 2027.

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 the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report

Annexure- A.

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. There is no qualification and adverse remarks except that Management has not provided with the detail regarding appointment of internal auditor as per the provision of Section 138 of the Companies Act, 2013.However as provided in the Caro Report the management has informed that company has internal audit system in place however company was not able to obtain the internal audit report.

AUDIT OBSERVATIONS:

The Statutory Auditor has issued report on the standalone Financial Statements for the financial year ended 31st March, 2024, with an unmodified opinion but contains disclaimer remark that the Company has an internal audit system in place however, we have not been provided with copy of said audit reports. The management clarified that due to unavoidable circumstances company was not able to obtain the internal audit report at the time of finalization of audited financials, hence the same was not provided to auditor for consideration. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

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: NIL 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 _

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 annexed as a 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.rajvilogitrade.com. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

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, 2024 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 loans or guarantees or made investments covered under the provisions of section 186 of the Companies Act, 2013.

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

No remuneration is being paid to the Managing Director or any other Director of the Company. 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 hereunder:

A) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

No remuneration is being paid to any director of the company

B) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the of financial year 2023-2024

Name of Director / KMP and Designation	Remuneration of Director /KMP for F.Y. 2023-2024 (Rs. In Lacs)	% increase in Remuneration in the F.Y. 2023-2024
Jagdish Dodia Managing Director		Nil
Dipendra Tak Whole Time Director		Nil
Chirag Hasija		Nil
Rajvi Acharya		Nil
Jagdish Dodia CEO	30	Nil
Sapna Tolani Company Secretary	2.41	Nil

C) The percentage increase in the median remuneration of the employees in the financial year: Nil D) The number of permanent employees on the rolls of Company: 13

It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel and other Employees. 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.

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.rajvilogitrade.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, etc. The Independent Directors, at their separate meetings held on 12/02/2024, 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, committee dynamics etc. 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.

Individual Directors:

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, leadership, analysis, decision making, communication, governance and interest of stakeholders. 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 2023-2024.

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 adopted the 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 year under review, the Company has not received any complaint under the Policy.

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 2023-24 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
(Jagdish Dodia)	(Dipendra Tak)
Managing Director	Whole Time Director
DIN. 02487910	DIN. 09047265
Date:03/09/2024	Place: Gandhidham.