Gconnect Logitech and Supply Chain Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors are pleased to present the 3rd Annual Report of the Company together with its
Audited Financial Statements for the Financial Year (‘FY’) ended March 31, 2025.

FINANCIAL PERFORMANCE

During the year under review, the performance of your Company was as under:

(Amount in Lakhs)

Particulars	Standalone
	Year ended	Year ended
	31st March, 2025	31st March, 2024
Revenue from operations	467.12	401.47
Other Income	3.24	-
Total Expenses	432.34	368.60
Profit/(Loss) before taxation	38.01	32.87
Less : Tax Expense
Current Tax	15.26	10.00
Deferred Tax	(5.14)	(1.11)
Profit/(Loss) after tax	27.89	23.98
EPS (Basic)	0.75	1.19
EPS (Diluted)	0.75	1.19

STATE OF COMPANY’S AFFAIRS

The Company is engaged in the business of logistics and transportation. Your Company has achieved a
total income of Rs. 470.35/- Lakhs/- during the year under review as against Rs. 401.47/- Lakhs in the
previous financial year. The net profit after tax of the Company for the year under review is Rs. 27.89/-
Lakhs as compared to profit of Rs. 23.98/- Lakhs for the previous year. The net profit before tax for the
year under review is Rs. 38.01/- Lakhs as compared to profit of Rs. 32.87/- Lakhs for the previous year.

FUTURE OUTLOOK

Our Company is engaged in the business of providing surface logistics services viz. goods transport services
with the primary focus being the state of Gujarat. Our Company offers its services to other logistic
companies, including surface logistic companies and to direct customers. The range of services offered by
our Company includes bulk load, Full Truck Load (FTL) service and dedicated load. Our Company also
provide dedicated load service, which includes multiple pickups and drops. Our Company mainly serves
transport contractors and industrial customers, who have requirement to transport bulk quantities of their
goods from one place to another within India.

The future outlook for the express logistics industry specifically, is positive owing to several government
initiatives that are actively being executed. In an attempt to propel the growth of the logistics sector even
further, the Government has also actively invested in Logistics Parks and included several initiatives in
the Government Budget. The Company expects to do better in future so that the Company is in better
position to serve the customers.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of the Business during the year under review.

DIVIDEND

With a view to conserve the resources for expansion of the business activities and working capital
requirements of the Company, the board of directors of the Company have not recommended any
dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the
meaning of the provisions of Section 125 of the Companies Act, 2013.

The Company on voluntary basis has adopted the Dividend Distribution Policy and the said policy is
available on the website of the Company i.e. www.gconnectlogitech.com under investor section.

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the
Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits from the public during the year under review. No deposits were
outstanding at the beginning or at the closure of the financial year under review.

CHANGE IN CAPITAL STRUCTURE:

During the year, the capital structure underwent below change(s):

• The Company had allotted 14,01,000 number of equity shares under Initial public offering.

As a result, the issue, subscribed and paid up capital of the Company increased to Rs. 3,71,95,470/-
divided into 3719547 equity shares of Rs. 10/- each.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013
are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company, which has ceased to be Company’s subsidiary, joint venture or associate
company during the year. The Company does not require to prepare consolidated financial statements.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

There was no change in Directors and KMP of the Company during the year under review.

Subsequent changes in composition till the date of this Report:

> Mr. Jigar Vinodbhai Sheth, Managing Director of the Company, being longest in office, retires by
rotation and being eligible, offers himself for reappointment.

INITIAL PUBLIC OFFER (IPO)

During the financial year 2023-24, your Company has debuted in the capital market by making an “Initial
Public Offer of 14,01,000” Equity Shares to the public at large via Prospectus which was opened for
subscription on March 26, 2024 and closed on March 28, 2024 and subsequently, the shares of the
Company has been listed on the BSE SME Platform dated April 03, 2024. Further, the Directors placed
on record their appreciation of contributions made by the entire IPO team with all the dedication,
diligence and commitment which led to successful listing of the Company’s equity shares on the BSE
SME platform. Further, the success of the IPO reflects the trust and faith reposed in Your Company by
the Investors, customers and business partners and your Directors thank them for their confidence in
Your Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Directors to the effect
that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the
Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and
Regulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to their
satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and
experience (including the proficiency) of the independent directors of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and
remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as
per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time is available on the website of the
Company i.e. www.gconnectlogitech.com under investor section.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

Disclosures required pursuant to 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, forms part of this
report and appears at “Annexure 1”.

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under, Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and in terms of Section 136 of the Act the said
statement is available for inspection and any Member interested in obtaining a copy of the same may
write to the Company Secretary and Compliance Officer of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company duly met 5 (Five) times. The
applicable details of these Board meetings including the attendance of the Directors at those meetings
are given in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has the following 3 (Three) Board Committees which have been established in
compliance with the requirement of applicable law(s) and statute(s) and function accordingly:

> Audit Committee

> Nomination and remuneration Committee

> Stakeholders Relationship Committee

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Board adopted the evaluation performed by the Independent Directors on the Board’s performance
carried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factors
like ‘compliances with the provisions of the applicable act(s), rules, regulations’ and ‘corporate
governance norms’. Satisfaction has been recorded about the performance based on the aforesaid
criteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy of
composition, execution and performance of specific duties, obligations and governance, quorum,
compliance with procedures applicable for the conduct of meetings, and review of the recommendations
and decisions of the committees. The Board records its satisfaction about the performance of all the
committees of the Board. The performance evaluation of Chairperson of the Company has been carried
out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by
the Board. The performance evaluation of non-independent directors has been carried out by the
Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the
Board. The remaining members of the Board were evaluated at the Board Meetings based on various
parameters like attendance, level of their engagement, contribution, independency of judgment,
contribution in safeguarding the interest of the Company and other relevant factors.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

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

> They had 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;

> They had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

> They had prepared the annual accounts on a going concern basis;

> They had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

> They had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS
Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s.
NGST & Associates, Chartered Accountants (FRN: 135159W), is appointed as Statutory Auditor of the
Company at the Annual General Meeting held on July 07, 2023, to conduct statutory audit till the
conclusion of the 6th Annual General Meeting of the Company to be held for the financial year ended on
31st March, 2028.

The Auditor’s Report for the financial year ended 31st March, 2025 does not contain any qualification,
adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditor

M/s. Krushang Shah & Associates, Practicing Company Secretaries, is appointed as the Secretarial
Auditors, to conduct the audit of secretarial records of the Company for the financial year ended on
March 31, 2025 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report
submitted by him in the prescribed form MR- 3 is annexed to this Report as Annexure-2.

The Secretarial Auditor’s Report for the financial year ended on March 31, 2025, does not contain any
qualification, adverse remark, reservation, or disclaimer except non-filling of e-form MGT-14 for
appointment of Internal Auditor. With respect to said observation, we would like to inform that we are in
process of filling MGT-14 and insure that no such incidence happens in future. With reference to audit
report for FY 2023-24 issued by Auditor who has expired peer review certificate, we would like to inform
you that the Auditor has placed request for renewal of the same and considering as on March 31,2024,
we are unlisted the said provisions are not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in order to ensure that the financial
statements of the Company depict a true and fair position of the business of the Company. The
Company continuously monitors and looks for possible gaps in its processes and its devices and adopts
improved controls wherever necessary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There has been no material changes and commitments, that affect the financial position of the Company
from the end of the financial year of the Company to which the financial statements relate till the date of
the directors’ report.

RISK MANAGEMENT

The Board of your Company has adopted Risk Management plan to create and protect shareholders
value by identifying and mitigating major operating, and external business risk. Currently the board is
responsible for reviewing the risk management plan and ensuring its effectiveness. The Company
recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its
shareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable
sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion
and Analysis Report, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as
on 31st March, 2025 is available on the Company’s website i.e. www.gconnectlogitech.com under
investor section.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

Related party transactions that were entered into during the financial year were on arm’s length basis
and were in the ordinary course of business. The information on transactions with related parties,
compiled in Form AOC-2, appears at “Annexure 3” to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014, appears at “Annexure 4” to this report.

CORPORATE GOVERNANCE REPORT

The provisions mentioned in para C, D and E of Schedule V are not applicable to our Company.
However, the Company has voluntarily attached report on “Corporate Governance” except a certificate
from a company secretary in practice that none of the directors on the board of the company have been
debarred or disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority and Compliance certificate from either
the auditors or practicing company secretaries regarding compliance of conditions of corporate
governance shall be annexed with the directors’ report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the important aspects of the business of
the Company appears separately in the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company provides an avenue to the Directors and Employees of the Company to report without fear
any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper
practice which may adversely impact the image and / or the financials of the Company. For this, the
Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to
report genuine concerns.

This provides for adequate safeguards against victimization of employees and Directors who wish to use
the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly
monitored by the Audit Committee. However, no complaints or instances in this regard have been
reported. The said policy is available on the Company’s Website i.e. www.gconnectlogitech.com under
investor section.

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

No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review.
Further, the Company did not require to constitute Internal Complaints Committee under the Sexual
Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT,
1961:

The Company is committed to upholding the rights and welfare of its women employees, if any, and has
complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as
amended from time to time. All eligible women employees are provided maternity leave and other
benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act,
1961, and confirms that there have been no instances of non-compliance or adverse findings in this
regard during the financial year under review.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters under the
Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the
inapplicability of the provisions:

> Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.

> The Company has not transferred an amount to capital reserve during the year.

> Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013.

> Details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions.

> Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of
money raised by public issue as there is no deviation / variation in utilization of Money raised through
public issue. Further details of the object and other details are given in corporate governance report.

> Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture)
rules, 2014 regarding issue of equity shares with differential rights.

> Details of any scheme for providing money for the purchase of shares of the Company by employees for
the benefit of employees.

> Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

> Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.

> The company has not bought back any of its securities/ not issued any sweat equity shares / not provided
any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

> Details of policy developed and implemented on corporate social responsibility.

> Receipt of any commission from the Company or remuneration from any of its subsidiary by the Managing
Director or the Whole time Directors of the Company as per section 197(14).

> Revision in the financial statements (apart from regrouping adjustments) or directors’ report in any of the
three preceding financials years.

> Significant or material orders passed by the regulators, courts, tribunals impacting the going concern
status and Company’s operations in future.

> There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGMENT

Your directors place on records their gratitude to the Central Government, State Governments and
Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company.
Your directors also wish to place on record their sincere thanks and appreciation for the continuing
support and unstinting efforts of investors, vendors, dealers, business associates and employees in
ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors of
Gconnect Logitech and Supply Chain Limited

Vinod Venilal Sheth
(DIN- 09679045)

Chairman

Date- September 05, 2025
Place- Bhavnagar

---

Mar 31, 2024

The Board of Directors are pleased to present the 2nd Annual Report of the Company together with its
Audited Financial Statements for the Financial Year (‘FY’) ended March 31,2024.

FINANCIAL PERFORMANCE

During the year under review, the performance of your Company was as under:

Particulars	Standalone
	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operations	4,01,46,959	1,01,03,460
Total Expenses	3,68,59,665	86,55,490
Profit/(Loss) before taxation	32,87,294	14,47,971
Less : Tax Expense	8,89,258	3,61,993
Profit/(Loss) after tax	23,98,036	10,85,978
EPS (Basic)	1.19	8.93
EPS (Diluted)	1.19	8.93

STATE OF COMPANY’S AFFAIRS

The Company is engaged in the business of logistics and transportation. Your Company has achieved a
total income of Rs. 4,01,46,959/- during the year under review as against Rs. 1,01,03,460/- in the
previous financial year. The net profit after tax of the Company for the year under review is Rs.
23,98,036/- as compared to profit of Rs. 10,85,978/- for the previous year. The net profit before tax for
the year under review is Rs. 32,87,294/- as compared to profit of Rs. 14,47,971/- for the previous year.

FUTURE OUTLOOK

Our Company is engaged in the business of providing surface logistics services viz. goods transport services
with the primary focus being the state of Gujarat. Our Company offers its services to other logistic
companies, including surface logistic companies and to direct customers. The range of services offered by
our Company includes bulk load, Full Truck Load (FTL) service and dedicated load. Our Company also
provide dedicated load service, which includes multiple pickups and drops. Our Company mainly serves
transport contractors and industrial customers, who have requirement to transport bulk quantities of their
goods from one place to another within India.

The future outlook for the express logistics industry specifically, is positive owing to several government
initiatives that are actively being executed. In an attempt to propel the growth of the logistics sector even
further, the Government has also actively invested in Logistics Parks and included several initiatives in
the Government Budget. The Company expects to do better in future so that the Company is in better
position to serve the customers.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of the Business during the year under review.

DIVIDEND

With a view to conserve the resources for expansion of the business activities and working capital
requirements of the Company, the board of directors of the Company have not recommended any
dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the
meaning of the provisions of Section 125 of the Companies Act, 2013.

The Company on voluntary basis has adopted the Dividend Distribution Policy and the said policy is
available on the website of the Company i.e. www.gconnectlogitech.com under investor section.

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the
Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits from the public during the year under review. No deposits were
outstanding at the beginning or at the closure of the financial year under review.

CHANGE IN CAPITAL STRUCTURE:

During the year the capital structure went below changes:

• The Company had increased its authorized capital to Rs. 3,00,00,000/-.

• The Company had issued and allotted 2,00,000 number of equity shares under Rights Issue Basis to

eligible shareholders/renounces.

• The Company had issued and allotted 2,92,500 number of equity shares under Rights Issue Basis to

eligible shareholders/renounces.

• The Company had issued and allotted 13,99,919 number of equity shares pursuant to Bonus Shares.

• The Company had issued and allotted 2,52,000 number of equity shares under Rights Issue Basis to

eligible shareholders/renounces.

• The Company had increased its authorized capital to Rs. 4,00,00,000/-.

• The Company had issued 14,01,000 number of equity shares under Initial public offering.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013
are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company, which has ceased to be Company’s subsidiary, joint venture or associate
company during the year. The Company does not require to prepare consolidated financial statements.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and Key Managerial Personnel underwent changes set out
below:

During the year under review:

> Mr. Hareshkumar chandubhai vankani was appointed as a chief financial officer of the Company
w.e.f. June 09, 2023.

> Ms. Khushbu Jignesh Shah was appointed as an Additional Independent Director of the
Company w.e.f. June 28, 2023 and later on Members reconfirmed her appointment.

> Mr. Jigar Vinodbhai Sheth was appointed as the Managing Director of the Company w.e.f. August
01,2023.

> Mr. Parthiv Bharatbhai Barad was appointed as an Additional Independent Director of the
Company w.e.f. October 19, 2023 and later on Members reconfirmed his appointment.

> Mrs. Ankita Jayesh Malde was appointed as the Company Secretary & Compliance Officer of
company w.e.f. October 19, 2023.

> Change in designation of Mr. Vinod Venilal Sheth as a Chairman & Non-executive Director of
Company w.e.f. October 19, 2023.

Subsequent changes in composition till the date of this Report:

> Mr. Vinod Venilal Sheth, Chairman of the Company, being longest in office, retires by rotation
and being eligible, offers himself for reappointment.

CONVERSION FROM PRIVATE LIMITED COMPANY TO PUBLIC LIMITED
COMPANY

Your Company has changed its status from the “Private Limited Company” to the “Public Limited
Company” in order to raise funds via Initial Public Offer and make it listed on the stock exchange.

INITIAL PUBLIC OFFER (IPO)

During the financial year, your Company has debuted in the capital market by making an “Initial Public
Offer of 14,01,000” Equity Shares to the public at large via Prospectus which was opened for
subscription on March 26, 2024 and closed on March 28, 2024 and subsequently, the shares of the
Company has been listed on the BSE SME Platform dated April 03, 2024. Further, the Directors placed
on record their appreciation of contributions made by the entire IPO team with all the dedication,
diligence and commitment which led to successful listing of the Company’s equity shares on the BSE
SME platform. Further, the success of the IPO reflects the trust and faith reposed in Your Company by
the Investors, customers and business partners and your Directors thank them for their confidence in
Your Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Directors to the effect
that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the
Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and
Regulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to their
satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and
experience (including the proficiency) of the independent directors of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and
remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as
per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time is available on the website of the
Company i.e. www.gconnectlogitech.com under investor section.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) is not
applicable to the Company during the Financial Year under review. The statement containing names of
top ten employees in terms of remuneration drawn and the particulars of employees as required under,
Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is available for inspection and any Member interested in obtaining a copy of the same may write to
the Company Secretary and Compliance Officer of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company duly met 16 (Sixteen) times. The
applicable details of these Board meetings including the attendance of the Directors at those meetings
are given in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has the following 3 (Three) Board Committees which have been established in
compliance with the requirement of applicable law(s) and statute(s) and function accordingly:

> Audit Committee

> Nomination and remuneration Committee

> Stakeholders Relationship Committee

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Board adopted the evaluation performed by the Independent Directors on the Board’s performance
carried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factors
like ‘compliances with the provisions of the applicable act(s), rules, regulations’ and ‘corporate
governance norms’. Satisfaction has been recorded about the performance based on the aforesaid
criteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy of
composition, execution and performance of specific duties, obligations and governance, quorum,
compliance with procedures applicable for the conduct of meetings, and review of the recommendations

and decisions of the committees. The Board records its satisfaction about the performance of all the
committees of the Board. The performance evaluation of Chairperson of the Company has been carried
out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by
the Board. The performance evaluation of non-independent directors has been carried out by the
Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the
Board. The remaining members of the Board were evaluated at the Board Meetings based on various
parameters like attendance, level of their engagement, contribution, independency of judgment,
contribution in safeguarding the interest of the Company and other relevant factors.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

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

> They had 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;

> They had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

> They had prepared the annual accounts on a going concern basis;

> They had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

> They had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS
Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s.
NGST & Associates, Chartered Accountants (FRN: 135159W), is appointed as Statutory Auditor of the
Company at the Annual General Meeting held on July 07, 2023, to conduct statutory audit till the
conclusion of the 6th Annual General Meeting of the Company to be held for the financial year ended on
31st March, 2028.

The Auditor’s Report for the financial year ended 31st March, 2024 does not contain any qualification,
adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in order to ensure that the financial
statements of the Company depict a true and fair position of the business of the Company. The
Company continuously monitors and looks for possible gaps in its processes and its devices and adopts
improved controls wherever necessary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

Except described below, there has been no material changes and commitments, that affect the financial
position of the Company from the end of the financial year of the Company to which the financial
statements relate till the date of the directors’ report.

During the Year under review, your Company has decided to debut in the capital market by making Initial
Public Offer of 14,01,000 (Fourteen Lakhs One Thousand) Equity Shares at Issue Price of Rs.40/- per
share (which includes Face Value of Rs.10/- and premium of Rs.30/-) which was opened for subscription
on March 26, 2024 and closed on March 28, 2024.

Accordingly, your Company by passing a Board Resolution dated April 01, 2024 has made an allotment
of the above-mentioned equity shares as subscribed through Initial Public Offer and listed on BSE SME
Platform dated April 03, 2024.

RISK MANAGEMENT

The Board of your Company has adopted Risk Management plan to create and protect shareholders
value by identifying and mitigating major operating, and external business risk. Currently the board is
responsible for reviewing the risk management plan and ensuring its effectiveness. The Company
recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its
shareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable
sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion
and Analysis Report, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as
on 31st March, 2024 is available on the Company’s website i.e. www.gconnectlogitech.com under
investor section.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

Related party transactions that were entered into during the financial year were on arm’s length basis
and were in the ordinary course of business. The information on transactions with related parties,
compiled in Form AOC-2, appears at “Annexure 1” to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014, appears at “Annexure 2” to this report.

CORPORATE GOVERNANCE REPORT

The provisions mentioned in para C, D and E of Schedule V are not applicable to our Company.
However, the Company has voluntarily attached report on “Corporate Governance” except a certificate
from a company secretary in practice that none of the directors on the board of the company have been
debarred or disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority and Compliance certificate from either
the auditors or practicing company secretaries regarding compliance of conditions of corporate
governance shall be annexed with the directors’ report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the important aspects of the business of
the Company appears separately in the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company provides an avenue to the Directors and Employees of the Company to report without fear
any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper
practice which may adversely impact the image and / or the financials of the Company. For this, the
Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to
report genuine concerns.

This provides for adequate safeguards against victimization of employees and Directors who wish to use
the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly
monitored by the Audit Committee. However, no complaints or instances in this regard have been
reported. The said policy is available on the Company’s Website i.e. www.gconnectlogitech.com under
investor section.

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

No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review.
Further, the Company did not require to constitute Internal Complaints Committee under the Sexual
Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters under the
Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the
inapplicability of the provisions:

> Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.

> Appointment of Secretarial Auditor as required pursuant to the provisions of Section 204 (1) of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

> The Company has not transferred an amount to capital reserve during the year.

> Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013.

> Details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions.

> Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of
money raised by public issue.

> Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture)
rules, 2014 regarding issue of equity shares with differential rights.

> Details of any scheme for providing money for the purchase of shares of the Company by employees for
the benefit of employees.

> Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

> Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.

> The company has not bought back any of its securities/ not issued any sweat equity shares / not provided
any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

> Details of policy developed and implemented on corporate social responsibility.

> Receipt of any commission from the Company or remuneration from any of its subsidiary by the Managing
Director or the Whole time Directors of the Company as per section 197(14).

> Revision in the financial statements (apart from regrouping adjustments) or directors’ report in any of the
three preceding financials years.

> Significant or material orders passed by the regulators, courts, tribunals impacting the going concern
status and Company’s operations in future.

> There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGMENT

Your directors place on records their gratitude to the Central Government, State Governments and
Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company.
Your directors also wish to place on record their sincere thanks and appreciation for the continuing
support and unstinting efforts of investors, vendors, dealers, business associates and employees in
ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors of
Gconnect Logitech and Supply Chain Limited

Vinod Venilal Sheth
(DIN-09679045)

Chairman

Date- September 02, 2024
Place- Bhavnagar