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You can view full text of the latest Director's Report for the company.

BSE: 543754ISIN: INE0MPU01011INDUSTRY: Logistics - Warehousing/Supply Chain/Others

BSE   ` 126.00   Open: 135.00   Today's Range 126.00
135.00
+0.00 (+ 0.00 %) Prev Close: 126.00 52 Week Range 70.95
203.75
Year End :2025-03 

Your Directors are pleased to present the 10th Board Report of Transvoy Logistics India Limited
along with the Audited Financial Statements for the year ended on March 31, 2025.

1. FINANCIAL RESULTS:

The financial performance of your company for the Financial Year ended on March 31, 2025
is given below:

The brief financial results
are as under

Stand

alone

Conso

idated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

3366.23

2681.36

3540.50

2832.07

ADD: Other Income

13.05

9.69

17.89

19.11

Total Revenue (A)

3379.27

2691.04

3558.39

2851.18

EXPENSES

Employee Benefit Expenses

92.97

99.06

142.46

153.99

Finance Cost

54.29

25.07

58.81

31.34

Depreciation

176.99

78.73

181.09

84.19

Other Expenses

2742.46

2381.72

2889.29

2537.83

Total Expenses(B)

3066.71

2584.58

3271.65

2807.35

Profit before Tax (A) - (B)

312.57

106.46

286.74

43.83

Less: TAX Expense

97.67

20.01

100.56

36.72

Profit after Tax

214.90

71.65

186.16

7.11

Earnings per Share

8.07

2.69

6.99

0.27

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

Your Company has reported the standalone total income of Rs. 3379.27 Lakhs for the year
ended on March 31, 2025 compared to previous year's the standalone total income of Rs.
2691.04 Lakh for the year ended on March 31, 2024. The standalone net profit after tax for
the year ended on March 31, 2025 under review amounted to Rs. 214.90 Lakhs compared to
previous year ended on March 31, 2024 amounted to Rs. 71.65 Lakhs.

3. DIVIDEND:

In order to conserve the resources of the company, your directors do not declare any
dividend on its equity shares for the financial year 2024-25. Considering the growth and in
order to distribute the accumulated profits, the Directors may propose the distribution of
dividend in the upcoming year.

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

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

5. CAPITAL STRUCTURE:

During the year under review there was no change in the capital structure of the Company.

6. ANNUAL RETURN:

The details forming part of "Annual Return" in Form MGT-7, as required under Section 92(3)
of the Companies Act, 2013 read with the Companies (Management and Administration)
Rules, 2014, is made available on the website of the company i.e. www.transvoy.com.

7. BOARD MEETINGS AND ATTENDANCE:

The Directors of your company met at regular intervals with the gap between two meetings
not exceeding 120 days to review company's policies and strategies apart from the Board
matters. The notices of the meeting were given in advance. Additional meetings were held
on the basis of the requirements of the company. Proper quorum was present in each
meeting as per the Companies Act requirement.

8. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed and there are no
material departures for the same;

b) The directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent, so as to give
true and fair view of the state of affairs of the company as on March 31, 2025 and of
the profits of the company for the year ended on that date;

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

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

e) Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively;

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

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

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

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

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

10. TRANSFER TO RESERVE:

During the year under review, Rs. 214.90 Lakhs was transferred to Surplus.

11. DEPOSITS:

Your company has not accepted any deposits from the public falling within the purview of Section
73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit)

Rules, 2014; therefore, there was no principal or interest outstanding as on the date of the
balance sheet.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

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

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

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

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

The Company has Following Subsidiaries Companies.

Sr. No.

Particular

Subsidiary/ Joint Venture/

Associate Companies

1

AASHIRVAD SHIPPING AND ALLIED
LIMITED

PRIVATE

Subsidiary

2

Transvoy Singapore PTE Limited

Subsidiary

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

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

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

16. AUDITORS:

STATUTORY AUDITORS:

M/s. S.G. Marathe & Co., Chartered Accountants Peer Reviewed Firm (Firm Registration
number123655W with the Institute of Chartered Accountants of India) Ahmedabad was
appointed as Statutory Auditors of the Company at its 07th Annual General Meeting (AGM) to
hold office as such until the conclusion of the 13th AGM of the company to be held in the year
2027.

The statutory auditors have confirmed that they satisfy the independence criteria required under
the Companies Act, 2013 and other applicable guidelines and regulations.

SECRETARIAL AUDITOR:

Your Company had appointed M/s. Parth Nair & Associates, Ahmedabad as Secretarial Auditor
for the Financial Year ended March 31, 2025 in accordance to the provisions of Section 204 of
Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit Report in the Form
MR-3 issued by the Secretarial Auditor forms part of this Report as Annexure - B.

INTERNAL AUDITOR:

In accordance to the provisions of Section 138 of the Companies Act, 2013 your Company has
appointed M/s SIS & Co., Chartered Accountants, Ahmedabad as the Internal Auditors for the
Financial Year 2025-26.

BOARD'S RESPONSE ON AUDITOR'S QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR
DISCLAIMER MADE:

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in
their report for the year ended 31st March 2025. The Statutory Auditors of the Company have
submitted the Audit Report for the financial year 2024-25. The Auditor's report does not contain
any qualification, reservation and adverse remarks. The notes on financial statement referred to
in the Auditor's report are self-explanatory and do not call for any comments.

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

During the year under review, the company had paid fine of Rs. 95,000/-(excluding GST) for
delayed in filling of the financial results under Reg 33 of SEBI (LODR) Regulations, 2015 of 19 days
for the March, 2023.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules,
2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption,
earnings and outgo in foreign exchange during the financial year 2023-24 has been stated as
under:

a) Conservation of energy -

i) the steps taken or impact on conservation of energy- Your Company applies stringent
control systems to monitor day to daypower consumption. It ensures optimal usage of
energy and mitigates wastage to the extent possible.

ii) the steps taken by the company for utilizing alternate sources of energy - NIL

iii) the capital investment on energy conservation equipment - NIL

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

c) Foreign exchange earnings and Outgo - Nil

18. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

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

Declaration by Independent Directors:

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

19. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of its own Performance, the Directors individually as well as the evaluation of the
working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgement, safeguarding the interest of the Company and its
minority shareholders etc. The performance evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors who also reviewed the performance of
the Secretarial Department. The Directors expressed their satisfaction with the evaluation
process.

20. CORPORATE GOVERNANCE:

Since the Company's securities are listed on Emerge SME Platform of NSE, by virtue of Regulation
15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance
with the Corporate Governance provisions as specified in regulations 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to
the Company. Hence Corporate Governance does not form part of this report.

21. COMMITTEES:

The Composition of various Committees of your Company as on 31.03.2025 was as below:

Audit Committee:

Sr No.

Name of Director

Designation

Position in the
Committee

1

Bhavan Trivedi

Independent Director

Chairman

2

Amrish N Gandhi

Independent Director

Member

3

Ravindrakumar k Joshi

Chairman cum
Managing Director

Member

Mnminntirm nnH Qorrnmorntirtn Cnmmittaa

Sr No.

Name of Director

Designation

Position in the
Committee

1

Bhavan Trivedi

Independent Director

Member

2

Amrish N Gandhi

Independent Director

Chairman

3

Ravindrakumar k Joshi

Chairman cum
Managing Director

Member

Sr No.

Name of Director

Designation

Position in the
Committee

1

Bhavan Trivedi

Independent Director

Chairman

2

Amrish N Gandhi

Independent Director

Member

3

Ravindrakumar k Joshi

Chairman cum
Managing Director

Member

22. POLICIES:

RISK MANAGEMENT POLICY:

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

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES:

Your Company promotes ethical behaviour in all its business activities and has put in place a
mechanism wherein the employees are free to report illegal or unethical behaviour, actual or
suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance
Policies or any improper activity to the Chairman of the Audit Committee of the Company or
Chairman of the Board. The Whistle Blower Policy has been duly communicated within your
Company.

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

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

Your Company did not receive any sexual harassment complaints during the year ended on March
31, 2025. The policy adopted by the Company for Prevention of Sexual Harassment is available
on its website at
www.transvoy.com.

23. SHARE CAPITAL:

The Company has an Authorized Capital of Rs. 4,50,00,000/- divided into 45,00,000 equity shares
of Rs. 10/- each.

The Company has Issued, Subscribed and Paid-up Capital of Rs. 2,66,30,400/- divided into
26,63,040 equity shares of Rs. 10/- each.

24. PARTICULARS OF EMPLOYEES:

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

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

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of the Company's performance is made in the Management Discussion and
Analysis Report, which forms part of this Annual Report. (Annexure - C)

26. CEO AND CFO CERTIFICATION:

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

27. DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in DEMAT mode. The ISIN No. allotted is
INE0MPU01011.

28. LISTING AND DEPOSITORY FEES:

Your Company has paid Annual Listing Fee for the financial year 2025-26 to BSE Ltd. according to
the prescribed norms & regulations. Company has also paid Annual Custody Fee to National
Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the
financial year 2025-26.

29. DISCLOSURE OF ACCOUNTING TREATMENT:

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

30. ENVIRONMENT, HEALTH AND SAFETY:

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

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

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

32. FUTURE OUTLOOK:

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

33. GENERAL DISCLOSURES:

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

• The company has not received any order under any court of law;

• There were no material changes commitments affecting the financial position of your
Company between the end of financial year (March 31, 2025) and the date of the report;

• During the period under review, none of the Auditors of the Company have reported any
fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force);

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

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

• During the year under review, the company had paid fine of Rs. 95,000/-(excluding GST) for
delayed in filling of the financial results under Reg 33 of SEBI (LODR) Regulations, 2015 of 19
days for the March, 2023.

APPRECIATIONS & ACKNOWLEDGMENT:

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

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

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

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

Date: 18.08.2025 By Orders of the Board of Directors

Place: Ahmedabad For, Transvoy Logistics India Limited

Sd/-

Ravindrakumar K Joshi
Chairman & Managing Director
DIN:01775225

Registered Office:

CIN:L63000GJ2015PLC084004

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

S.G. HIGHWAY, AHMEDABAD