Dear Shareholders,
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 31st March, 2025 |
Year ended 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, c ontribution, 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 T HE F INANCIAL 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, T ECHNOLOGY ABSORPTION, F OREIGN 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 c ontinuing 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 c ompany s ecretaries regarding compliance of conditions of c
orporate 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
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