Directors Report of Logica Infoway Ltd.

Mar 31, 2025

Your Directors are pleased to present the 30^th Annual Report on the Performance of the Company) along
with the Audited Financial Statements for the Financial Year ended 31 March 2025 (‘FY 2024-25’).

1. FINANCIAL PERFORMANCE

a. Financial Highlights

The Company’s financial performance, for the year ended March 31, 2025 is summarized below:

PARTICULARS	Year ended
	31.03.2025	31.03.2024
Revenue from Operation	1,11,163.09	1,06,423.68
Profit Before Interest, Tax & Depreciation	2,671.54	2,016.86
Profit before Tax	1,419.82	1,095.63
Profit after Tax	1,050.72	809.63

The Audited Financial Statements prepared in accordance with the applicable provisions of the
Companies Act, 2013 (the ‘Act’), the Indian Accounting Standards (‘Ind AS’) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015’) along
with the Auditor’s Reports, form part of the Annual Report.

b. Performance & Prospects

• Performance

The Revenue from Operations of the company has increased to ^1,11,163.09 Lakhs in FY 2024-25 as
compared to ^1,06,423.68 Lakhs in the previous Financial Year. Moreover, the profit after tax of the
company has increased to ^1,050.72 Lakhs as compared to ^809.63 Lakhs in the previous Financial
Year. Considering all aspects relevant on the subject, your Company’s performance has improved during
the FY 2024-25 as compared to the FY 2023-24 and is reasonably satisfactory.

• Prospects

All efforts being made to achieve higher growth by expanding retail presence, strategic partnerships,
and rising demand in the technology distribution sector make the outlook for the current year is
reasonably encouraging. The focus will be on strengthening operations, enhancing customer reach, and
exploring new opportunities, while remaining vigilant of potential risks arising from market competition
and economic uncertainties and dealing with them effectively through suitable mitigation measures.

c. Dividend

To conserve resources for future business requirements and to support ongoing growth initiatives, your
Directors have deemed it prudent not to recommend any dividend for the year under review.

d. Reserves

An amount of ?1,050.72 Lakhs, being the Profit after Tax for the year, has been appropriated and
transferred to the Reserves of the Company.

e. Changes in Share Capital

The Company has increased its authorised share capital from ^17,25,00,000/- (Rupees Seventeen Crore
Twenty-Five Lakh Only) divided into 1,72,50,000 (One Crore Seventy-Two Lakhs Fifty Thousand
Equity Shares) of ?10/- (Rupees Ten) each to ?20,00,00,000/- (Rupees Twenty Crore Only) divided
into 2,00,00,000 (Two Crore) Equity Shares of ?10/- (Rupees Ten) each, by creation of additional
27,50,000 (Twenty-Seven Lakhs Fifty Thousand) equity shares of ?10/- each and consequent
alteration of Clause V (Capital Clause) of the Memorandum of Association of the Company, vide Extra¬
Ordinary General Meeting dated Thursday February 06, 2025.

During the year under review, the Company has issued and allotted 6,93,600 (Six Lakh Ninety-Three
Thousand Six Hundred) equity shares of ?10/- (Rupees Ten Only) each, fully paid-up, at an issue price
of ^232.30/- (Rupees Two Hundred Thirty-Two and Thirty paise Only) per Equity Share, including a
premium of ^222.30/- (Rupees Two Hundred Twenty-Two and Thirty paise Only) per Equity Share by
way of preferential allotment to the persons belonging to Promoter & Promoter Group and Non¬
Promoter Category, pursuant to the approval of the Board of Directors on January 14, 2025, and the
resolution passed by the shareholders on February 6, 2025.

The Company received in-principle approval from BSE on February 18, 2025 for the proposed
allotment of shares. Pursuant to the said approval, the Board of Directors, at its meeting held on March
1, 2025, completed the allotment of shares.

Subsequently, after the close of the financial year 2024-25, the Company received the final listing
approval from BSE on April 16, 2025. The shares were thereafter admitted to trading on the exchange
with effect from May 15, 2025.

Consequent to this allotment, the paid-up share capital of the Company stands at ^17,79,76,140 (Rupees
Seventeen Crore Seventy-Nine Lakh Seventy-Six Thousand One Hundred and Forty Only) divided into
1,77,97,614 equity shares of ?10/- each, fully paid-up.

f. Major events during the F.Y.2024-25:

• Issue of Equity Shares on Preferential Basis

During the year, the Company issued and allotted 6,93,600 equity shares of ?10/- each on
preferential basis, thereby strengthening its capital base.

• Increase in Authorised Share Capital

The Company increased its Authorised Share Capital from ?17.25 crore to ^20.00 crore by creation
of additional equity shares of ?10/- each and consequently altered Clause V (Capital Clause) of its
Memorandum of Association.

• Trademark Application

The Company filed the application for registration of its trademark on January 4, 2025 under Class
9, 35,37 & 42 with the Trademarks Registry. The application has cleared the formalities check, with
no objections received, and is presently under process pending grant of registration.

• Corporate Social Responsibility (CSR) Implementation

CSR provisions became applicable to the Company for the first time during the year under review.
The Company formulated and implemented its CSR Policy, undertook CSR activities in line with
statutory requirements, and fully utilized the CSR obligation of ?9.41 lakh for FY 2024-25.

• Changes in Promoter Group and Shareholding Pattern

The Board placed on record the sad demise of Mr. Yogendra Kumar Nathany, a member of the
Promoter Group, on December 22, 2024. 15,000 shares held by him were transmitted to his nominee,
Mrs. Swati Choukhani, who stepped in as a member of the Promoter Group in his place. There was
no change in the aggregate promoter shareholding, control, or management of the Company.

g. Material Changes and Commitments Affecting Financial Position

No material changes or commitments impacting the financial position of the Company have occurred
between the end of the financial year to which these financial statements relate and the date of this
Report.

2. OPERATIONAL PERFORMANCE

a. Change in the nature of Business

There was no major change in the nature of business of your Company.

b. Change in Website Link

The Company’s website has been changed from www.easternlogica.com to www.logicainfoway.com
with effect from October 16, 2024.

c. Major events during the F.Y.2024-25:

• Strategic Partnership with Samsung

The Company entered into a strategic distributorship arrangement with Samsung for laptops and
notebooks in the West Bengal and Delhi NCR regions, enhancing its product portfolio and market
presence.

• Expansion of Retail Footprint

The Company successfully expanded its operations by setting up 30 new retail stores thereby
strengthening its customer reach & market presence. As on March 31, 2025, the total number of
operational stores of the Company stood at 52.

d. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company within the meaning
of the Companies Act, 2013; hence, the statement in Form AOC-1 is not applicable.

However, it is pertinent to note that the Company itself is an Associate of Himadri Dealcom Private
Limited.

e. Dematerialization of Shares

The entire equity share capital of the Company is held in dematerialized form with the depositories,
NSDL and CDSL.

The ISIN No. allotted to the Company is INE0BSU01018 and Registrar and Share Transfer Agent is
M/s. KFin Technologies Limited.

f. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

The disclosures as required under the Companies Act, 2013 and the applicable Rules for the financial
year 2023-24 are provided in the table below:

Sl. No.	Particulars	Comments
A.	Conservation of energy
i.	the steps taken or impact on conservation of energy;	In view of business activities, the Company is not a manufacturing Company and using very less power for its business activities hence it is not beneficial for the interest of the company to take substantial steps for the conservation of energy.
ii.	the steps taken by the Company for utilizing alternate sources of energy;
iii.	the capital investment on energy conservation equipments
B.	Technology Absorption

i.	the efforts made towards technology absorption	The Company uses latest technology and equipment in its business. Further, the Company is not engaged in any manufacturing activity.
ii.	the benefits derived like product improvement, cost reduction, product development or import substitution;
iii.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	(a) the details of technology imported
	(b) the year of import
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv.	the expenditure incurred on Research and Development	No expenditure incurred on Development during t	Research & he year.
C.	Foreign exchange earnings & Outgo	Inflow	Out Flow
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	^14,569.11 Lakhs	0.00

3. COMPLIANCE FRAMEWORK

a. Corporate Governance Report

As a matter of good corporate governance, the Company consistently strives to follow the highest
standards of transparency, ethics, and accountability, with a focus on enhancing long-term shareholder
value and safeguarding the rights of all stakeholders. However, in terms of Regulation 15(2)(b) read
with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the provisions relating to Corporate Governance are not applicable to the Company as it is listed on the
SME Platform.

Accordingly, the Corporate Governance Report does not form part of this Report, though the Company
voluntarily upholds strong governance practices across its operations.

b. Business Responsibility and Sustainability Report

The provisions relating to BRSR are not applicable to your Company as it is listed on the SME Platform
of BSE. However, the Company remains committed to responsible and sustainable business practices in
all its operations.

c. Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of
Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the
financial year 2024-2025 will be available on the company’s website www.logicainfoway.com once
the same is filed with the Registrar of Companies within 60 days from the date of AGM scheduled to be
held on Thursday, September 25, 2025.

d. Policy/Vigil Mechanism/Code of Conduct

The Company has in place a Whistle Blower Policy, in compliance with Section 177 of the Companies
Act, 2013, establishing a vigil mechanism for Directors and employees to report genuine concerns,
including actual or suspected fraud and violations of the Company’s Code of Conduct. The mechanism
provides adequate safeguards against victimization and also ensures direct access to the Chairperson of
the Audit Committee. We confirm that during the financial year 2024-25, no personnel were denied
access to the Audit Committee. The Policy is available on the Company’s website at
www.logicainfoway.com.

Further, the Board of Directors has adopted a comprehensive Code of Conduct applicable to all Directors
and employees in the course of business operations. The Company follows a policy of “Zero Tolerance”
towards bribery, corruption, and any form of unethical practices. The Code prescribes standards of
professional conduct, integrity in workplace and business dealings, and responsible engagement with
stakeholders. It also provides illustrative guidance on expected behaviour and a structured reporting
mechanism.

The Code of Conduct has been placed on the Company’s website at www.logicainfoway.com. All Board
Members and Senior Management Personnel have affirmed compliance with the Code for FY 2024-25,
and appropriate training was imparted to the management staff in this regard.

e. Annual Evaluation of performance of the Board

During the year under review, the Company undertook a comprehensive evaluation of the performance
of the Board of Directors, its Committees and of each individual Director, including the Chairman, in
accordance with the provisions of Section 178(2) of the Companies Act, 2013 and the applicable
requirements of Regulations 17, 19 and 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The evaluation exercise was carried out in line with the Governance
Practices adopted by the Company to ensure effectiveness and accountability in the functioning of the
Board.

The process of evaluation was facilitated through a structured questionnaire prepared after taking into
consideration the nature of the Company’s business, industry requirements and the expectations placed
upon the Board. The questionnaire sought responses on various parameters such as attendance and
participation in meetings, quality of contribution during deliberations, ability to provide strategic
direction and guidance to the Management, and the extent to which Directors bring in perspectives and
insights beyond the information shared by the Company’s executives. This approach ensured that the
assessment covered both quantitative and qualitative aspects of performance.

The Nomination and Remuneration Committee (NRC) assisted the Board in framing and reviewing the
evaluation criteria. For the Board and its Committees, the criteria included aspects such as
appropriateness of composition, clarity of roles and responsibilities, effectiveness of processes, degree
of independence in judgment, and interaction with the Management. The performance of individual
Directors, including Independent Directors, was assessed with respect to professional conduct, integrity,
knowledge, competency, preparedness for meetings and meaningful contribution to discussions. In the
case of the Chairman, specific parameters such as leadership qualities, ability to provide overall
guidance to the Board and the Management, and commitment to long-term value creation for
stakeholders were also considered.

f. Remuneration & Nomination Policy

The Company has formulated a comprehensive policy for the selection, appointment and remuneration
of its Directors, Key Managerial Personnel (KMPs) and Senior Management.

The guiding principles of the Remuneration Policy are:

• To recommend fair and balanced remuneration for Directors, KMPs and Senior Management;

• To align compensation with individual performance, commitment and contribution to the
Company’s growth;

• To attract, nurture and retain competent talent, ensuring continuity of leadership and long-term
value creation for stakeholders.

The Policy has been duly approved by the Board and is hosted on the Company’s website at
www.logicainfoway.com.

g. Risk Management Policy

Risk management forms an integral part of the Company’s overall business strategy. The Board of
Directors periodically reviews compliance with risk management policies, monitors risk tolerance
levels, evaluates exposure to key risks, and provides strategic oversight to ensure effective risk
governance across the organization. The Company continues to strengthen an independent and proactive
risk management framework aimed at fostering a culture of accountability and resilience.

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the constitution of a Risk Management Committee is mandatory only for the top 1000 listed
entities. Further, the SEBI (LODR) (Amendment) Regulations, 2024 (effective December 31, 2024)
have omitted the earlier requirement that such determination be based on market capitalization as at the
end of the immediately preceding financial year. Since the Company does not fall within the top 1000
listed entities, a separate Risk Management Committee has not been constituted. The Audit Committee
of the Board oversees and assists in the risk management process.

h. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements

In accordance with Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies
(Accounts) Rules, 2014, the Company confirms that it has, in all material respects, adequate internal
financial controls with reference to financial reporting. These controls were operating effectively as at
31st March, 2025, based on the internal control criteria established by the Company, considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Board of Directors has also put in place various policies and procedures, including the Vigil
Mechanism (Whistle Blower) Policy, the Policy on Material Subsidiaries, and other internal governance
measures. These frameworks are designed to ensure the orderly and efficient conduct of business,
safeguard the Company’s assets, prevent and detect frauds and errors, maintain accuracy and
completeness of accounting records, and enable the timely preparation of reliable financial information.

i. Code for prohibition of Insider Trading

The Company has adopted a Code of Conduct for Prohibition of Insider Trading in line with the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code
regulates trading in the Company’s securities by Designated persons and Insiders, requiring prior
clearance for transactions and prohibiting dealing in the Company’s shares while in possession of
Unpublished Price Sensitive Information (“UPSI”) or during closure of the trading window.

Further, the Company has formulated and adopted a Code of Conduct for Regulating, Monitoring and
Reporting of Trades by Designated Persons, as well as a Policy and Procedures for Inquiry in case of
Leak or Suspected Leak of UPSI in compliance with Regulation 9A(5) of the aforesaid SEBI
Regulations.

The Board is responsible for implementation of the Code, and all Directors and designated employees
have confirmed compliance with the same.

j. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Your Company is committed to fostering a safe and respectful work environment, free from sexual
harassment, exploitation, or intimidation. In line with the provisions of “The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has adopted an
Anti-Sexual Harassment Policy. While the policy primarily addresses the protection of women, it has
been framed in a gender-neutral manner to extend its coverage to all employees, including men.

An Internal Complaints Committee (ICC) has been constituted to address complaints of sexual
harassment, covering all employees, including permanent, contractual, temporary staff, and trainees.
The ICC was reconstituted on May 30, 2025 to ensure continued compliance with the POSH Act, with
the updated composition as follows:

Sl. No.	Name of the Members	Designation
1.	Mrs. Paromita Samanta	Presiding Officer - Senior Woman Employee
2.	Mrs. Prerana Bothra	External Member - Legal Expert in POSH
3.	Mr. Deepak Kumar Jha	Internal Member - CFO
4.	Mr. Ankur Bhutani	Internal Member - COO North

Company Secretary and Compliance Officer act as the Secretary to the Committee.

A summary of the sexual harassment complaints received and disposed off during the financial year
ending 31st March, 2025 is as follows:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil
No. of cases pending for more than ninety days	Nil

k. Compliance with the Maternity Benefit Act, 1961

The Company hereby confirms that it has complied with all applicable provisions of the Maternity
Benefit Act, 1961 during the financial year.

l. Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Schedule VII of the Act, the net profit of the Company exceeded
the threshold of ?5 crores during FY 2023-24. Consequently, the provisions of Section 135 and the CSR
Rules became applicable to the Company in FY 2024-25.

In compliance, the Company implemented its first CSR initiatives with a total expenditure of ?9.41 lakh,
in line with the approved CSR Policy. The CSR Committee, voluntarily constituted by the Board,
oversaw the planning, execution, monitoring, and reporting of these activities to ensure adherence to
statutory requirements and alignment with the Company’s objectives.

During the year, CSR activities were undertaken in areas including education, skill development,
vocational training, women empowerment, healthcare, food, and community welfare.

The Annual Report on CSR activities, prepared as required under Rule 8(1) of the CSR Rules, providing
an overview of the CSR Policy, composition of the CSR Committee, and highlights of the projects
undertaken, is attached as “Annexure A” to this report. Details of the Committee’s terms of reference
and meetings held are provided under Point 4B (iv) of the Governance section.

m. Details of Applications or Proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year 2024-25, no applications were filed by or against the Company, and there are
no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

n. Secretarial Standards

During the year, the Company has complied with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and on General Meetings (SS-2), issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act,
2013. The Secretarial Auditors of the Company have also confirmed compliance with the applicable
Secretarial Standards in their Audit Report.

o. Transfer to Investor Education and Protection Fund

During the period under review, there is no amount of unpaid/unclaimed dividend which is required to
transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act,
2013.

p. Disclosure on Significant and Material orders passed by regulators/courts:

No orders were passed by the regulators or courts or tribunals impacting the going concern status and
future operations of your Company.

q. Public Deposits

Your Company has neither accepted nor has any outstanding deposits from public within the meaning
of Section 73 of the Act read with Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014.

r. Particulars of Contracts or Arrangements with Related Parties:

The Company has entered into certain contracts and arrangements with related parties during the year
under review. In accordance with the provisions of Section 188 of the Companies Act, 2013 and the
Rules made thereunder, the details of such contracts and arrangements are provided in Form AOC-2,
which forms part of this Report and is attached as “Annexure B” to this report.

Form AOC-2 is prescribed to disclose material contracts and arrangements with related parties, ensuring
transparency and accountability in the Company’s dealings.

s. Particulars Of Loans, Guarantees or Investments Under Sec 186:

Your Company had not provided any loan, guarantees, investment during this year.

t. Managing Director/CEO & CFO Certification

As per Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the requirement for Managing Director/CEO & CFO certification is
not applicable to the Company, being an SME listed entity, as per the exemption provided under
Regulation 15(2) of SEBI (LODR) Regulations, 2015.

Notwithstanding the exemption, the Company has voluntarily obtained the compliance certification
from the Managing Director/CEO and Chief Financial Officer for the financial year ended March 31,
2025.

u. Management Discussion and Analysis Report

The Management Discussion and Analysis as required in terms of the Listing Regulations is attached as
“Annexure C” and is incorporated herein by reference and forms an integral part of this report.

v. Code of Conduct:

The Company has adopted a Code of Conduct for its Board Members and Senior Management
Personnel, which is available on the Company’s website. A declaration signed by Mr. Gaurav Goel,
Managing Director, confirming compliance with the Code for FY 2024-25, as required under Regulation
26 of the SEBI Listing Regulations, 2015, forms part of this Report and is attached as “Annexure D”.

w. Listing Fees

The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid
the applicable listing fees to the Stock Exchange for F.Y. 2025-26.

x. Postal Ballot

No Postal ballot was conducted by the company during the year 2024-25.

4. GOVERNANCE

A. BOARD OF DIRECTORS

a. Constitution

The constitution of the Board is in accordance with the provisions of the Companies Act, 2013.
As on March 31, 2024, the Board of Directors of the Company consisted of 6 (Six) members,
comprising Two Executive Directors, One Non-Executive & Non-Independent Director, and
Three Non-Executive Independent Directors.

The Board has been constituted with members having diverse qualifications, expertise, and
experience, ensuring effective guidance and oversight of the Company’s affairs. Its constitution
reflects a balanced mix of knowledge, skills, independence, and diversity, enabling strategic
direction, independent judgment, and ethical leadership with transparency and accountability.

b. Composition

The composition of the Board of Directors of the Company as on March 31, 2025 is as under:

Sr. No.	DIN	Name	Designation
1	00432340	Mr. Gaurav Goel	Managing Director
2	00434584	Mrs. Shweta Goel	Whole-Time Director
3	00320923	Mr. Rakesh Kumar Goel	Non-Executive and Non¬ Independent Director
4	00168213	Mr. Dinesh Arya	Non-Executive and Independent Director
5	09716368	Mr. Nil Kamal Samanta	Non-Executive and Independent Director
6	09719904	Mrs. Vinita Saraf	Non-Executive and Independent Director

All Directors of the Company have confirmed that they meet the “fit and proper” criteria
prescribed under the applicable regulations and have further affirmed that they are not
disqualified from being appointed as Directors pursuant to Section 164(2) of the Companies Act,
2013.

During the financial year 2024-25, the following changes occurred in the Board:

• Re-appointment of Mr. Rakesh Kumar Goel, who retired by rotation and, being eligible,
offered himself for re-appointment.

• Re-appointment of Mr. Gaurav Goel as Managing Director of the Company for a further
term of 5 (five) years with effect from July 1, 2024.

c. Meetings

To facilitate effective participation, the Company plans its Board Meetings in advance and shares
the agenda together with relevant notes, reports, and supporting documents with the Directors
ahead of time. This enables them to review the matters thoroughly and contribute meaningfully
during discussions.

The Board deliberated on various business matters, ensured effective oversight of the Company’s
operations, and accepted all recommendations made by its committees.

During the financial year under review, the Board of Directors convened 6 (Six) meetings. The
maximum interval between any two meetings did not exceed 120 days. The details of these
meetings are presented in the table below:

Sl. No.	Date of Board Meeting	Board Strength	No. of Directors
			Present	Absent
1.	30.05.2024	6	6	0
2.	15.07.2024	6	5	1
3.	21.09.2024	6	4	2
4.	14.11.2024	6	5	1
5.	14.01.2025	6	6	0
6.	01.03.2025	6	6	0

Attendance details of Directors during the Financial Year ended March 31, 2025 are given below:

Sr. No.	DIN	Name of the Directors	Designation	Number of Board Meetings attended
1	00432340	Mr. Gaurav Goel	Managing Director	6
2	00434584	Mrs. Shweta Goel	Whole-Time Director	6
3	00320923	Mr. Rakesh Kumar Goel	Non-Executive and Non¬ Independent Director	6
4	00168213	Mr. Dinesh Arya	Non-Executive and Independent Director	6
5	09716368	Mr. Nil Kamal Samanta	Non-Executive and Independent Director	4
6	09719904	Mrs. Vinita Saraf	Non-Executive and Independent Director	4

d. Director’s seeking Re-appointment

In terms of the provisions of the Companies Act, 2013, Mr. Rakesh Kumar Goel, Non-Executive
and Non-Independent Director of the Company, retires by rotation at the forthcoming Annual
General Meeting and, being eligible, has offered himself for re-appointment. The Board
recommends his re-appointment for the consideration of the Members at the ensuing Annual
General Meeting.

In case of appointment/re-appointment of Directors, the details of the concerned Director, as
stipulated under the Secretarial Standards and required under Regulation 36(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice
of the forthcoming Annual General Meeting.

B. COMMITTEES OF THE BOARD

In terms of the Companies Act 2013, there are currently 4 (Four) Committees of the Board, as
detailed below:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders’ Relationship Committee

iv. CSR Committee

i. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of the Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
Section 177 of the Companies Act, 2013.

The composition, quorum, terms of reference, functions, powers, roles and scope are in
accordance with the aforesaid provisions. All the members of the committee are financially
literate. During the year under review, the Committee met 4 (Four) times on 30.05.2024,
21.09.2024, 14.11.2024, and 03.03.2025 and all the meetings were duly convened and held in
compliance with the applicable provisions. The composition and attendance of the members are
provided below:

Sl. No.	Name of the Director	Designati on	Nature of Directorship	Number of Meetings Attended
1.	Mr. Dinesh Arya	Chairman	Non-Executive and Independent Director	4
2.	Mr. Gaurav Goel	Member	Managing Director	4
3.	Mr. Nil Kamal	Member	Non-Executive and	4
	Samanta		Independent Director

ii. Nomination & Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in accordance with
the provisions of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 178(1) of the Companies Act, 2013.

The composition, quorum, terms of reference, functions, powers, roles, and scope are in
compliance with the aforesaid provisions. During the year under review, the Committee met 3
(Three) times on 15.07.2024, 21.09.2024 and 28.03.2025 and all the meetings were duly convened
and held in accordance with the applicable requirements. The composition and attendance of the
members are provided below:

Sl. No.	Name of the Director	Designation	Nature of Directorship	Number of Meetings Attended
1.	Mrs. Vinita Saraf	Chairperson	Non-Executive and Independent Director	3
2.	Mr. Dinesh Arya	Chairman	Non-Executive and Independent Director	3
3.	Mr. Rakesh Kumar Goel	Member	Non-Executive and Non¬ Independent Director	3

iii. Stakeholders’ Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in accordance with the
provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 178(5) of the Companies Act, 2013.

The composition, quorum, terms of reference, functions, powers, roles, and scope are in
compliance with the aforesaid provisions. During the year under review, the Committee met 1
(Once) on 24.12.2024 and the meeting was duly convened and held in accordance with the
applicable requirements. The composition and attendance of the members are provided below:

Sl. No.	Name of the Director	Designation	Nature of Directorship	Number of Meetings Attended
1.	Mr. Nil Kamal Samanta	Chairman	Non-Executive and Independent Director	1
2.	Mr. Gaurav Goel	Member	Managing Director	1
3.	Mrs. Shweta Goel	Member	Whole-time Director	0

iv. Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee of the Company is constituted in
accordance with the provisions of Section 135 of the Companies Act, 2013 read with the
applicable rules framed thereunder.

The composition, quorum, terms of reference, functions, powers, roles, and scope are in
compliance with the aforesaid provisions. During the year under review, the Committee met 1
(Once) on 15.07.2024, and the meeting was duly convened and held in accordance with the
applicable requirements. The composition and attendance of the members are provided below:

Sl.	Name of the	Designation	Nature of	Number of
No.	Director		Directorship	Meetings Attended
1.	Mrs. Shweta Goel	Chairperson	Whole-time Director	1
	Mr. Rakesh Kumar Goel		Non-Executive and
2.		Member	Non-Independent Director	1
3.	Mr. Dinesh Arya	Member	Non-Executive and Independent Director	1

C. INDEPENDENT DIRECTOR’S

a. Meeting of Independent Directors

In terms of the provisions of the Companies Act, 2013 and Schedule IV thereto, a separate
meeting of the Independent Directors of the Company was held on 27.03.2025, without the
presence of Non-Independent Directors and members of the management and the meeting was
duly convened and held in accordance with the applicable provisions.

At the said meeting, the Independent Directors reviewed the performance of the Board as a
whole, the performance of the Non-Independent Directors, including the Chairman, and also
assessed the quality, quantity, and timeliness of flow of information between the management
and the Board.

b. Familiarization Programme for Independent Directors:

The Company follows the practice of conducting familiarization programmes for its Independent
Directors.

Every new Independent Director attends an orientation programme designed to provide insights
into the Company’s strategy, operations, and functions. As part of this, the Executive Directors
and senior management make detailed presentations covering areas such as the Company’s
strategy, business operations, products and services, market presence, organizational structure,
financial performance, human resources, technology, risk management, and other key aspects.

For the benefit of the Directors, including Independent Directors, the Company also organizes
workshops on specific areas, including:

• review, verification, and analysis of financial reports;

• key provisions of the Companies Act, 2013; and

• SEBI (Prohibition of Insider Trading) Regulations, 2015.

Further, at the time of appointment, each Independent Director is issued a formal letter setting
out his/her role, responsibilities, functions, and duties as prescribed under applicable laws.

c. Declaration By Independent Directors

All Independent Directors of the Company have submitted their declarations of independence
pursuant to Section 149(7) of the Companies Act, 2013, confirming compliance with the criteria
prescribed under Section 149(6) of the Act, Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) of the SEBI Listing
Regulations, 2015. They have also affirmed adherence to the Code for Independent Directors as
laid down in Schedule IV of the Act.

D. GENERAL MEETINGS

During the financial year under review, the Company duly convened and held its statutory meetings
of members in compliance with the provisions of the Companies Act, 2013 and applicable Secretarial
Standards.

• 1 (One) Annual General Meeting (AGM) held on August 9, 2025;

• 1 (One) Extra-Ordinary General Meeting (EGM) held on February 6, 2025.

E. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) of the Company are duly appointed in accordance with the
provisions of the Companies Act, 2013, and comprises of the following:

Sr. No.	Name	Designation
1.	Mr. Deepak Kumar Jha	Chief Financial Officer
2.	Ms. Priyanka Gera	Company Secretary and Compliance Officer
3.	Mr. Sundeep Mishra	Chief Operating Officer
4.	Mr. Ankur Bhutani	Chief Operating Officer (North)

During the financial year 2024-25, the following changes occurred in the Key Managerial Personnel:

• Resignation of Ms. Priyanka Baid, Company Secretary & Compliance Officer, with
effect from September 23, 2024.

• Appointment of Ms. Priyanka Gera as Company Secretary & Compliance Officer
with effect from September 24, 2024.

Subsequent to the close of the financial year under review, the following changes occurred in the
Key Managerial Personnel:

• Appointment of Mr. Kshitij Goel as Chief Information Officer (CIO) and designated
as KMP with effect from May 1, 2025.

F. DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures
relating to the remuneration of Directors and employees are attached to this Report and form part of
it as “Annexure E”.

Further, during the year under review, there were no employees of the Company falling within the
purview of disclosure requirements under Rule 5(2) and Rule 5(3) of the aforesaid Rules.

5. AUDITORS & REPORT OF THE AUDITORS:

a. Statutory Auditors

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, M/s R. Rampuria & Co. Chartered Accountants, (Firm Registration No. 325211E) was
appointed as the statutory auditors of the Company to hold office from the F.Y 2022-23 till the
conclusion of the Annual General Meeting for the F.Y 2026-27 of the Company.

The Statutory Auditors have issued their Reports with an unmodified opinion and their Reports do
not contain any qualification, reservation, adverse remark or disclaimer on the Financial Statements
of the Company for FY 2024-25. Further, there are no observations or comments on any financial
transactions that have an adverse effect on the functioning of the Company.

b. Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing
Regulations, 2015, M/s. Vaskar Das & Associates, Practicing Company Secretary (CP No. 4467)
have conducted the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer for FY 2024-25 and is
attached as “Annexure F” to this Report.

Further, in terms of Regulation 24A of the SEBI Listing Regulations, 2015, as amended vide SEBI
Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12 December 2024, the Company is required
to appoint a Peer-Reviewed Practicing Company Secretary or a firm of Practicing Company
Secretaries as the Secretarial Auditor for not more than one term of five consecutive years or two
terms of five consecutive years, respectively, subject to approval of the Members of the Company.

In this regard, the Board of Directors of the Company at their Meeting held on 30 May 2025, based
on the recommendation of the Audit Committee, have approved and recommended to the Members,
the appointment of M/s. Vaskar Das & Associates, Practicing Company Secretary, as the Secretarial
Auditors of the Company for a term of 5 (five) consecutive years i.e., to hold the office from the
conclusion of 30^th AGM till the conclusion of 35^th AGM of the Company to be held in the year 2030
(i.e., from FY 2025-26 to FY 2029-30). M/s. Vaskar Das & Associates have provided their consent
and an eligibility certificate confirming that they are not disqualified to be appointed as the
Secretarial Auditors of the Company and that their appointment, if approved, would be in compliance
with provisions of the applicable laws.

An Ordinary Resolution, seeking approval of the Members for appointment of M/s. Vaskar Das &
Associates as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years along
with their brief profile and other relevant details as required under Regulation 36(5) of the SEBI
Listing Regulations, 2015 forms part of the Notice of the 30^th AGM of the Company.

c. Internal Auditors

M/s Punit Pandey & Associates, Internal Auditors of the Company have carried out the Internal Audit
for FY 2024-25. The reports and findings of the Internal Auditors are quarterly reviewed by the Audit
Committee. Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules,
2014, the Board of Directors of the Company at their Meeting held on 30 May 2025, based on the
recommendation of the Audit Committee, have re-appointed M/s Punit Pandey & Associates as the
Internal Auditors of the Company for FY 2025-26.

d. Cost Auditors/Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013 is not applicable to the company.

e. Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported any instances of frauds committed in
the Company by its Officers or Employees to the Audit Committee or the Board under Section
143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

6. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company maintains a sound system of internal financial controls, aligned with the scale and
complexity of its operations. These controls are designed to safeguard assets, ensure accuracy of records,
and support reliable financial reporting.

The Audit Committee oversees the risk and control framework, periodically reviewing reports and
monitoring corrective actions to strengthen governance. To support this process, the Company has
appointed Punit Pandey & Associates, Chartered Accountants, Kolkata (FRN: 333246E) as Internal
Auditors. Their reports are reviewed by the Audit Committee and Management, and recommendations
are acted upon to drive ongoing improvements in systems and processes.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement of clause (c) of sub- section (3) of Section 134 of the Companies Act, 2013
with respect to Directors’ responsibility statement it is hereby confirmed:

• That in the preparation of the annual accounts for the financial year ended 31.03.2025, the
applicable accounting standards had been followed along with proper explanation relating
material departures.

• That your directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of your company at the end of the financial year and of the profit of
the company for the year under review.

• That your directors had taken proper and sufficient care of the maintenance adequate
accounting records and internal financial control 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 to the best of their knowledge and ability.

• That your directors had prepared the annual accounts for the financial year ended 31.03.2025
on a going concern basis.

• That your directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

8. ACKNOWLEDGEMENTS:

Your Board of Directors would like to thank all the Stakeholders viz., Customers, Shareholders,
Employees, Government, Suppliers, Business Partners, Bankers and all others associated with the
Company for their continuous support and cooperation.

By the Order of the Board

For LOGICA INFOWAY LIMITED

[Formerly; Eastern Logica Infoway Limited]

Sd/- Sd/-

GAURAV GOEL SHWETA GOEL

DIN- 00432340 DIN- 00434584

Managing Director Whole Time Director

Place: Kolkata
Date: 29/08/2025