Transvoy Logistics India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 11th Board Report of Transvoy Logistics India Limited along with the Audited Financial Statements for the year ended on March 31, 2026.

1. FINANCIAL RESULTS:

The financial performance of your company for the Financial Year ended on March 31, 2026 is given below:

(Amount in Lakhs)

The brief financial results are as under	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Revenue from Operations	6318.73	3366.23	6485.73	3540.50
ADD: Other Income	6.88	13.05	9.15	17.89
Total Revenue (A)	6325.21	3379.27	6494.88	3558.39
EXPENSES
Employee Benefit Expenses	158.35	92.97	192.36	142.46
Finance Cost	154.39	54.29	155.38	58.81
Depreciation	287.68	176.99	290.81	181.09
Other Expenses	5525.36	2742.46	5651.75	2889.29
Total Expenses (B)	6125.76	3066.71	6290.30	3271.65
Profit before Tax (A) – (B)	199.84	312.57	204.59	286.74
Less: TAX Expense	24.82	97.67	30.54	100.56
Profit after Tax	175.02	214.90	174.05	186.18
Earnings per Share	6.57	8.07	6.54	6.99

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

Your Company has reported the standalone total income of Rs. 6325.21 Lakhs for the year ended on March 31, 2026 compared to previous years the standalone total income of Rs. 3379.27 Lakh for the year ended on March 31, 2025. The standalone net profit after tax for the year ended on March 31, 2026 under review amounted to Rs. 175.02 Lakhs compared to previous year ended on March 31, 2025 amounted to Rs. 214.90 Lakhs.

3. DIVIDEND:

In order to conserve the resources of the company, your directors do not declare any dividend on its equity shares for the financial year 2025-26. Considering the growth and in order to distribute the accumulated profits, the Directors may propose the distribution of dividend in the upcoming year.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of business of your company during the year under review.

5. CAPITAL STRUCTURE:

A. Authorised Capital

During the year under review, the company has increased Authorised Share Capital from Rs. 4,50,00,000 (Rupees Four Crores Fifty Lakhs) divided into 45,00,000 (Forty-Five Lakhs Only) number of equity shares of Rs. 10/- (Rupees Ten) each to Rs. 6,50,00,000 (Rupees Six Crores

CIN:L63000GJ2015PLC084004

on the basis of the requirements of the company. Proper quorum was present in each meeting as per the Companies Act requirement.

8. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures for the same;
b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the company as on March 31, 2026 and of the profits of the company for the year ended on that date;
c) 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) Directors have prepared the annual accounts on a going concern basis;
e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;
f) 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.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Your Company has its internal financial control systems commensurate with the size of its operations, the management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance and timely preparation of reliable financial information.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.

10. TRANSFER TO RESERVE:

During the year under review, Rs. 175.02 Lakhs was transferred to Surplus.

11. DEPOSITS:

Your company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore, there was no principal or interest outstanding as on the date of the balance sheet.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company did not invest its fund, or provide any guarantee but has advanced loans. The same is under the limits as approved by the members of the company and is following the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at www.transvoy.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY /IES:

Disclosures related to Subsidiary, Associate and Joint Venture Company for financial year 2024-25:

The Company has Following Subsidiaries Companies.

Sr. No.	Particular	Subsidiary/ Joint Venture/ Associate Companies
1	AASHIRVAD SHIPPING AND ALLIED PRIVATE LIMITED	Subsidiary
2	Transvoy Singapore PTE Limited	Subsidiary

Further, a statement containing the salient features of the financial statement of subsidiary in the prescribed format AOC-1 is appended as "Annexure A" to the Boards report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

15. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and on the date of this report.

16. AUDITORS:

STATUTORY AUDITORS:

M/s. S.G. Marathe & Co., Chartered Accountants Peer Reviewed Firm (Firm Registration number 123655W with the Institute of Chartered Accountants of India) Ahmedabad was appointed as Statutory Auditors of the Company at its 07th Annual General Meeting (AGM) to hold office as such until the conclusion of the 13th AGM of the company to be held in the year 2027. The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

SECRETARIAL AUDITOR:

Your Company had appointed M/s. Parth Nair & Associates, Ahmedabad as Secretarial Auditor for the Financial Year ended March 31, 2026 in accordance to the provisions of Section 204 of

TRANSVOY LOGISTICS INDIA LIMITED
(Formerly Known as Transvoy Logistics India Pvt. Ltd.)

Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit Report in the Form MR-3 issued by the Secretarial Auditor forms part of this Report as Annexure – B.

INTERNAL AUDITOR:
In accordance to the provisions of Section 138 of the Companies Act, 2013 your Company has appointed M/s SIS & Co., Chartered Accountants, Ahmedabad as the Internal Auditors for the Financial Year 2026-27.

BOARDS RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE:
There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the year ended 31st March 2026. The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2025-26. The Auditors report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditors report are self-explanatory and do not call for any comments.

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2025-26 has been stated as under:
a) Conservation of energy –
i) the steps taken or impact on conservation of energy- Your Company applies stringent control systems to monitor day to daypower consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible.
ii) the steps taken by the company for utilizing alternate sources of energy – NIL
iii) the capital investment on energy conservation equipment – NIL

b) Technology absorption – Your company has no activities relating to technology absorption. Hence, nothing is reported here.

c) Foreign exchange earnings and Outgo – Nil

18. DIRECTOR AND KEY MANAGERIAL PERSONNEL:
There were no changes in the Board of Directors of the company in the financial year 2024-25. The Board of Directors and Key Managerial Personnel has been summarized in the Corporate Information of the company forming part of this report.

Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of the independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance

22. POLICIES:
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. Although, Board is of the opinion that there are no major risks affecting the existence of the Company.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:
Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistle Blower Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website www.transvoy.com.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2026. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.transvoy.com.

23. SHARE CAPITAL:
The Company has an Authorized Capital of Rs. 6,50,00,000/- divided into 65,00,000 equity shares of Rs. 10/- each. The Company has Issued, Subscribed and Paid-up Capital of Rs. 2,66,30,400/- divided into 26,63,040 equity shares of Rs. 10/- each.

24. PARTICULARS OF EMPLOYEES:
The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in accordance to the requirements.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed analysis of the Companys performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report. (Annexure - C)

26. CEO AND CFO CERTIFICATION:
Since your Companys securities are listed on BSE SME Platform, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with CEO and CFO Certification as provided under Sub-regulation 8 of Regulation 17 is not applicable. Hence, the same does not form part of this report.

27. DEMATERIALISATION OF EQUITY SHARES:
The entire Shareholding of the Company is in DEMAT mode. The ISIN No. allotted is INE0MPU01011.

28. LISTING AND DEPOSITORY FEES:
Your Company has paid Annual Listing Fee for the financial year 2026-27 to BSE Ltd. according to the prescribed norms & regulations. Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2026-27.

29. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

30. ENVIRONMENT, HEALTH AND SAFETY:
The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well-being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Companys DNA.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

32. FUTURE OUTLOOK:
Logistics Sector is a key driver for the Indian economy. The sector is highly responsible for propelling Indias overall development and enjoys intense focus from Government in the country. Your Company is looking forward to bag new opportunities by increasing its operational efficiency and adopting new object for better execution.

33. GENERAL DISCLOSURES:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

The company has not received any order under any court of law;
There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2026) and the date of the report;
During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

? The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India;

? The Company is not required to maintain cost records as your company does not fall under the purview of Section 148 of Companies Act, 2013.

APPRECIATIONS & ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers and other business associates for their contribution to your Companys growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executive, staff and workers of the Company.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, NSE, NSDL, CDSL, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies.

Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.

CIN: L63000GJ2015PLC084004

B-504, MONDEAL HEIGHTS, B/S NOVOTEL HOTEL

S.G. HIGHWAY, AHMEDABAD