Your Directors have great pleasure in presenting 38^th
ANNUAL REPORT along with the Audited Balance
Sheet and Statement of Profit And Loss, for the year
ended 31^st March, 2025.

SUMMARISED FINANCIAL HIGHLIGHTS:

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

REVIEW OF OPERATIONS & OTHERS:

The Company has achieved Total Income of Rs.
4304.82 Lacs during the year under review mainly
contributed by the road transport business,
corresponding Net profit totaled Rs. 109.37/- Lacs
driven by raised activity level.

DIVIDEND:

With the intention to plough back the profit, no
dividend has been proposed for 2025.

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 Extra¬
ordinary 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.

The said warrant can be converted into equity shares
within a period of 18 months. As on 31st March 2025,
the said 86,90,976 warrants remain outstanding and
have not been converted into equity shares.

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:

Management's 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.

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 2024-2025 to Bombay Stock
Exchange (BSE) where the Company's securities are
listed.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 8 times during the
financial year from 1^st April, 2024 to 31^st March,
2025. The Meetings of Board of Directors were held
on 30/04/2024, 09/05/2024, 09/08/2024, 03/09/2024,
13/09/2024, 11/11/2024, 12/02/2025 and 24/03/2025.

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

The committee duly met 4 times during the financial
year from 1^st April, 2024 to 31^st March, 2025. The
meeting were held on 08/05/2024, 03/08/2024,
09/11/2024, 10/02/2025.

NOMINATION & REMUNERATION COMMITTEE

The Composition of nomination & remuneration
committee is:

The committee duly met 1 time during the financial
year from 1^st April, 2024 to 31^st March, 2025. The
meeting were held on 22/04/2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of stakeholders' relationship
committee is:

The committee duly met 4 times during the financial
year from 1^st April, 2024 to 31^st March, 2025. The
meeting were held on 15/04/2024, 16/07/2024,
20/10/2024 and 15/01/2025.

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. Dipendra Tak was appointed as Chief Financial
Officer w.e.f. 30/04/2024.

As per the provision of Section 152 of the act Mrs.
Rajvi Maulin Acharya (Din: 10485013) director of the
company retires by rotation at the ensuing Annual
General Meeting and being eligible had offered herself
for re-appointment. Your Directors recommend her
reappointment.

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

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

b) the directors have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
company at the end of the financial year and
of the profit and loss of the company for that
period;

c) the directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

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

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

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

DECLARATION BY AN INDEPENDENT
DIRECTOR(S):

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

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

STATUTORY AUDITORS AND AUDIT REPORT:

At the 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 for a period of 5 year from F.Y 2024-2025
till 2028-2029.

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, 2025, 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 www.raivilogitrade.com.

RELATED PARTY TRANSACTIONS:

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

The details of related party transactions are
disclosed in Notes, forming a part of the financial
statements and 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 arm's 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
Company's website at www.raivilogitrade.com. None
of the Directors has any pecuniary relationships or
transactions vis-a-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, 2025 will be
uploaded on the website of the Company at
www.raivilogitrade.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 2024-2025

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: 18

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.

COMPANY’S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

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

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and
Regulation of SEBI (Listing Obligation and Disclosure

Requirement) Regulations, 2015, the performance
evaluation was carried out as under:

The Board:

The Board of Directors evaluated the performance of
the Board, having regard to various criteria such as
Board composition, Board processes, etc. The
Independent Directors, at their separate meetings
held on 13/01/2025, 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 2024¬
2025

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 COMPANY’S OPERATIONS IN
FUTURE:

During the financial year 2024-2025 no significant
and material order passed by the regulators / courts /
tribunals impacting the going concern status and
Company's 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: 06/09/2025 Place: Gandhidham.