Containerway International Ltd Directors Report

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Oct 23, 2026|04:01:00 PM

Containerway International Ltd Share Price directors Report

To,

Dear Shareholders,

Your Directors have pleasure in presenting 40th (Fortieth) Annual Report together with the on the business and operations of the Company and the accounts for the Financial Year ("FY") ended on 31st March, 2026.

FINANCIAL RESULTS:

(Rs. in Lakhs)

PARTICULARS Year Ended on 31st March, 2026 Year Ended on 31st March, 2025
Revenue from Operations 1,964.89 1,997.56
Other Income 18.08 113.7
Total Revenue 1,982.98 2110.73
Total Expenses 2,303.25 2036.89
Profit Before Tax (320.27) 73.85
Payment & Provision of Current Tax -0.25 -16.15
Deferred Tax Expenses/ (Income) 98.19 -9.74
Profit After Tax (222.33) 47.96

STATE OF COMPANYS AFFAIRS:

During the year under review, your company recorded Rs. 1,964.89 Lakhs Revenue from Operations during FY 2025-26 as compare to Rs. 1,997.56 Lakhs in FY 2024-25. The Net Loss for FY 2025- 26 is ?222.33 lakhs as compared to profit in FY 2024-25 at ?47.96 lakhs.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

TRANSFER TO RESERVES:

During the period under review, the Company has not transferred any profit to reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at https://www.containerway.co.in/

SHARE CAPITAL

During the period under review, share capital of the Company as on 31st March, 2026.

a. Authorized Share Capital of the Company:

Authorized Share Capital of the Company is Rs. 20,00,00,000/-(Rupees Twenty Crores ) divided into 3,34,00,000 (Three Crore Thirty-Four Lakhs) Equity Shares of Rs. 5/- (Rupees Five only) each ("Equity Shares") and 33,00,000 (Thirty-Three Lakhs) 0.01% Non-Convertible Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each ("Preference Shares").

b. Paid up Share Capital of the Company:

At present, paid up Share Capital of the Company stands at Rs. 7,30,89,305/- (Rupees Seven Crores Thirty Lakhs Eighty-Nine Thousand Three Hundred Five only) comprising of 1,46,17,861 (One Crore Forty-Six Lakhs Seventeen Thousand Eight Hundred Sixty One) Equity Shares of Rs. 5/- (Rupees Five only) each ("Equity Shares") and 33,00,000 (Thirty-Three Lacs) 0.01% Non-Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each ("Preference Shares").

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report except to open offer made by company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has taken loan from Director of the company and declaration received from the Director for the same. Details of loan is disclosed in the notes to financial statements of the company.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31st March, 2026 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Sanket Sanjay Deora (DIN: 01417446) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review, following director were appointed and resigned:

Appointment of Director:

Ms. Niki Nitin Thakkar (DIN: 10663415) appointed as an Additional Non-Executive Independent Director w.e.f. July 03rd, 2025.

Mr. Pankeet Pankajkumar Aundhiya (DIN: 11191419) as an Additional Non-Executive Director in the category of Independent Director of the Company for the period of 5 (Five) years with effect from March 25th, 2026.

Mr. Kunal Arora (DIN: 10681917) as an Additional Non-Executive Director and Chief Financial Officer & Key Managerial Personnel (KMP) of the Company with effect from March 25th, 2026, subject to the approval of the Shareholders of the Company.

Mr. Vansh Arora (DIN: 10340704) as an Additional Non-Executive Director of the Company with effect from March 25th, 2026, subject to the approval of the Shareholders of the Company

Resignation of Director:

Ms. Sonu Gupta (DIN: 07333591) resigned from the position of Independent Director of the Company w.e.f. June 02nd, 2025 & Ms. Ila Trivedi (DIN: 10297697) resigned from the position of Independent Director of the Company w.e.f. July 03rd, 2025, Mr. Sanjay Vimalbhai Deora (DIN: 01010427) resigned as a Non-Executive Director of the Company w.e.f. March 25th, 2026.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, separate Meeting of Independent Director of the company was held on 25th March, 2026.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Abhishek Khursija (Resigned w.e.f. 03/04/2026) – Company Secretary

2. Mr. Sanjay Deora (Resigned w.e.f. 25/03/2026) - Chief Financial Officer

During the period under review, Mr. Kunal Arora appointed as CFO w.e.f. March 25th, 2026.

Subsequent to the closure of the F.Y. 2025-26, Mr. Abhishek Khursija resigned from the position of Company Secretary of the Company w.e.f April 03rd, 2026, and Ms. Margi Nileshkumar Shah was appointed as Company Secretary w.e.f. the same date. Subsequently, Ms. Margi Nileshkumar Shah resigned from the position of Company Secretary w.e.f. July 10th, 2026, and Mrs. Tejal Varde was appointed as Company Secretary w.e.f. August 10th, 2026.

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters. During the year, Nine (9) Board meetings were convened and held on 28/05/2025, 30/06/2025, 03/07/2025, 13/08/2025, 21/08/2025, 05/09/2025, 14/11/2025, 14/02/2026 and 25/03/2026 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

Name of Director Designation & Category No. of Board Meetings attended
Mr. Sanket Sanjay Deora Non-Executive Director 09
Mr. Sanjay Vimalbhai Deora (Resignation w.e.f. 25/03/2026) Non-Executive Director 09
Ms. Sonu Gupta (Resignation w.e.f. 03/06/2025) Non-Executive Independent Director 01
Mrs. Ila Sunil Trivedi (Resignation w.e.f. 03/07/2025) Non-Executive Independent Director 02
Niki Nitin Thakkar (Appointment w.e.f. 03/07/2025) Non-Executive Independent Director 06
Pankeet Pankajkumar Aundhiya (Appointment w.e.f. 25/03/2026) Non-Executive Independent Director 0
Vansh Arora (Appointment w.e.f. 25/03/2026) Non-Executive Director 0
Kunal Arora (Appointment w.e.f. 25/03/2026) Non-Executive Director 0

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors 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 31st March, 2026 and of the Profit of the Company for the period ended on 31st March, 2026.

c) The Directors had 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 had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (‘IFC) and that such Internal Financial Controls are adequate and were 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at https://www.containerway.co.in/.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committees Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards 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 Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 25.03.2026 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

? The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

? The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-?-vis the annual budget achievement, individuals performance vis-?-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

The Nomination and Remuneration Policy is available on website of the company i.e. https://www.containerway.co.in/.

CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website www.containerway.co.in

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.

COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review 4 (Four) meetings were held viz 28/05/2025, 13/08/2025, 14/11/2025 & 14/02/2026. The Composition and attendance of the Committees are as under:

Sr. No. Name of Member Chairman/ Member Period of Tenure No. of Meetings attended
1 Ms. Sonu Gupta Chairman Up to 02/06/2025 (Resigned w.e.f. 02/06/2025) 1
2 Ms. Ila Sunil Trivedi Member Up to 03/07/2025 (Resigned w.e.f. 03/07/2025) 1
3 Mr. Sanjay Vimalbhai Deora Member Up to 25/03/2026 (Resigned w.e.f. 25/03/2026) 4
4 Ms. Niki Nitin Thakkar Chairman Appointed w.e.f. 03/07/2025 3
5 Mr. Pankeet Pankajkumar Aundhiya Member Appointed w.e.f. 25/03/2026 N.A
6 Mr. Vansh Arora Member Appointed w.e.f. 25/03/2026 N.A

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

- Overseeing the Companys financial report process and the disclosure of its financial information.

- To recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

- To approve the payment to statutory auditors for any other services rendered by the statutory auditors.

- To review, with the management, the financial Statements and Auditors Report thereon before submitting to the board for approval.

- To review quarterly, half yearly and Annual Financial results before submission to the Board.

- To review, with Management, the statement of uses/application of funds raised through issue, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter.

- To review and monitor the auditors independence and performance, and effectiveness of audit process.

- To approve any subsequent modification of transactions of the listed entity with related parties.

- Scrutiny of inter-corporate loans and investments.

- Valuation of undertakings or assets of the listed entity, wherever it is necessary.

- Evaluation of internal financial controls and risk management systems.

- To review the adequacy of internal control systems with the management, external & internal auditors.

- To review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

- To review the functioning of the whistle blower mechanism.

- Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

- Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

- Discussion with external auditors about the nature and scope of audit including their observation.

- To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 1 (One) meetings was held viz. 25/03/2026. The Composition and attendance of the Committee is as under:

Sr. No. Name of Member Chairman/ Member Period of Tenure No. of Meetings attended
1 Ms. Sonu Gupta Chairman Up to 02/06/2025 (Resigned w.e.f. 02/06/2025) NA
2 Mrs. Ila Sunil Trivedi Member Up to 03/07/2025 (Resigned w.e.f. 03/07/2025) NA
3 Mr. Sanjay Vimalbhai Deora Member Up to 25/03/2026 (Resigned w.e.f. 25/03/2026) 1
4 Ms. Niki Nitin Thakkar Chairman Appointed w.e.f. 03/07/2025 1
5 Mr. Pankeet Pankajkumar Aundhiya Member Appointed w.e.f. 25/03/2026 NA
6 Mr. Vansh Arora Member Appointed w.e.f. 25/03/2026 NA

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

- Redressal of shareholders/investors complaints;

- Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

- Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

- Non-receipt of declared dividends, balance sheets of the Company; and

- Carrying out any other function as prescribed under the Listing Compliances.

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 2 (Two) meetings was held viz. 03/07/2025 & 25/03/2026 The Composition and attendance of the Committee is as under:

Sr. No. Name of Member Chairman/ Member Period of Tenure No. of Meetings attended
1 Ms. Sonu Gupta Chairman Up to 02/06/2025 (Resigned w.e.f. 02/06/2025) NA
2 Mrs. Ila Sunil Trivedi Member Up to 03/07/2025 (Resigned w.e.f. 03/07/2025) 1
3 Mr. Sanjay Vimalbhai Deora Member Up to 25/03/2026 (Resigned w.e.f. 25/03/2026) 2
4 Ms. Niki Nitin Thakkar Chairman Appointed w.e.f. 03/07/2025 NA
5 Mr. Pankeet Pankajkumar Aundhiya Member Appointed w.e.f. 25/03/2026 NA
6 Mr. Vansh Arora Member Appointed w.e.f. 25/03/2026 NA

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

- To recommend to the Board, the remuneration packages of the Companys Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

- To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

- Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

IV. Risk Management Committee:

The provisions regarding the Risk Management Committee does not apply to the Company.

V. Corporate Social Responsibility Committee:

The provisions of section 135 of the Companies Act, 2013 does not apply to the Company.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is attached with the Financial Statements in this Annual Report.

M/s. Rajeshkumar P. Shah & Co., Chartered Accountants (Firm Registration No. 129110W), were appointed as Statutory Auditors of the Company for a term of five consecutive years at the 38th Annual General Meeting held in the year 2024. They will continue to hold office until the conclusion of the 43rd Annual General Meeting, in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended March 31, 2026. As required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they continue to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had M/s. Utkarsh Shah & Co., Company Secretaries in Practice (FCS: 12526, COP: 26241) to conduct the Secretarial Audit for the financial year ended 31st March, 2026.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2026, is annexed to this Report as Annexure - A. The Secretarial Auditor has made certain observations in the report, and the Board of Directors has taken necessary steps and complied with the same.

In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board of Directors of the Company places on record its reply/comments to the observations and qualifications made by the Secretarial Auditor, M/s. Utkarsh Shah & Co., Company Secretaries, in the Secretarial Audit Report (Form No. MR-3) for the Financial Year ended 31st March, 2026, as under:

Sr. No. Observation/Qualification by the Secretarial Auditor Management Reply/Response
1 Non-implementation of System Driven Disclosures (SDD) mechanism as mandated by SEBI under Regulation 7(2) read with Schedule VII of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Management notes the observation and shall coordinate with the Depositories/Stock Exchange to enable the System Driven Disclosures mechanism for disclosures relating to shareholding of/dealing by Promoters, Directors and Designated Persons at the earliest, and shall ensure ongoing compliance thereafter.
2 Non-publication of financial results in the newspapers as required under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management regrets the inadvertent lapse in publishing the financial results in newspapers within the stipulated timelines. The Company has taken note of the requirement and shall ensure timely publication of financial results in the prescribed newspapers as required under Regulation 47 of the SEBI LODR Regulations, 2015, going forward.
3 Non-preservation of audit trail (edit log) records for the entire year, as reported by the Statutory Auditors in their Audit Report. The Management confirms that the accounting software used by the Company has the audit trail (edit log) feature. The Company has taken corrective steps to ensure that the audit trail feature remains enabled at all times and that audit trail records are preserved as per the statutory record retention requirements for the current and future financial years.
4 Non-compliance with Section 186 of the Companies Act, 2013 in respect of loans granted exceeding the prescribed limits without obtaining prior approval of members by way of a special resolution, in respect of loans given to Amrakunj Tex Trading Pvt Ltd, Arham Comtrade Pvt Ltd, Forensic Cybertech Pvt. Ltd, Marco Cables And Conductors Limited, Nalanda Syntex Tradelink Pvt Ltd, Riyana Beverages Pvt Ltd and Tamanna Textrading Pvt Ltd. The Management acknowledges the observation. The said loans were granted in the ordinary course of business exigencies. The Company shall place the matter before the shareholders for ratification/approval by way of a special resolution at the ensuing General Meeting and shall, going forward, ensure that prior approval of members under Section 186 of the Act is obtained before granting loans exceeding the prescribed limits.

The Board of Directors takes the observations of the Secretarial Auditor seriously and is committed to strengthening the Companys internal compliance systems and processes so as to ensure full compliance with the applicable provisions of the Companies Act, 2013, the SEBI Regulations and other applicable laws in the future.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2025-26.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Companys Website https://www.containerway.co.in/

With a view to regulate trading in securities by the Directors and Designated Employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Code also covers the policy and procedures for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI. The Code/Policy is available on the website of the Company https://www.containerway.co.in/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26. The details regarding the same is enclosed as ‘Annexure – B.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ‘Annexure - C.

CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & 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 Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure - D.

RELATED PARTY TRANSACTIONS (RPT):

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2013 all the contracts and arrangements with related parties entered by the Company during the financial year were in ordinary course of Business and on arms length basis. Details of the transactions are as mentioned in AOC-2 attached herewith as an Annexure E.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at www.containerway.co.in

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

(C) General Shareholders Information

Annual General Meeting: 26th September, 2026 at 04.30 PM. through Video Conferencing /Other Audio Visual Means (VC).
Financial Year: April 01, 2025 to March 31, 2026
Record Date for Dividend: NA
Dividend Payment Date: NA
Listing Details: Equity Shares are listed on the following Stock Exchanges: BSE Limited: Calcutta Stock Exchange (CSE): The Annual Listing Fees for the year 2025-26 has been paid to the BSE Limited.
Stock Code: BSE Ltd. – 540597, CSE: Scrip Code: 13081
ISIN Number: INE319U01022
CIN L60210WB1985PLC038478
Registrar and Share Transfer Agent: Beetal Financial & Computer Services Pvt. Ltd, Beetal House, 3rd Floor 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,New Delhi,Delhi,110062
Address for Correspondence: All enquiries, clarification and correspondence should be addressed to the Company Secretary and Compliance Officer: Tejal Varde, Company Secretary.

(D) Registrar & Transfer Agent

The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by M/s. Beetal Financial & Computer Services Private Limited and their address is- Beetal House, 3rd Floor,99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi- 110062

(E) Share Transfer System:

The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. Bad deliveries are promptly returned to Depository Participants (DPs) under advice to the shareholders.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

By Order of the Board

For INDUS ALUMINIUM RECYCLERS LIMITED

(Formerly known as CONTAINERWAY INTERNATIONAL LIMITED)

Sanket Sanjay Deora

Chairman & Managing Director

(DIN: 01417446)

Date: 04th September, 2026

Place: Gandhinagar

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