Iware Supplychain Services Ltd Directors Report

To,

The Members of

M/s. Iware Supplychain Services Limited

The Directors have pleasure in presenting their Eighth Annual Report together with Audited Financial Statements for the Financial Year ended 31st March, 2026.

1. Financial Results:

The Financial performance of the Company for the year ended 31st March, 2026 is summarized below:

(Amounts in Lakhs)

Particulars	Amount as at 31.03.2026	Amount as at 31.03.2025
Revenue from Operation	25,766.18	8582.25
Other Income	71.95	28.72
Total Income	25,838.13	8610.96
Total Expenditure	23,842.99	7525.60
Profit / (Loss) for the year before Taxation	1,995.14	1085.36
Less: Provision for Taxation
Current Tax	506.36	332.94
Excess provision of Tax of prior period	2.68	-
Deferred Tax Liability / (Asset)	(20.07)	(49.51)
Prior paid taxes	-	-
Profit / (Loss) for the yea r after Taxation	1,506.17	801.93
Add: Balance of Profit / (Loss) carried forwarded from Last Year	-	-
Profit Available for Appropriation	1506.17	801.93
Less: Proposed Dividend	-	-
Interim Dividend	-	-
Provision for Dividend Tax	-	-
Transferred to General Reserve	_ -	-
Closing Balance of Profit & Loss Account	1506.17	801.93

Performance Review and Future outlook of the Company:

During the financial year ended March 31, 2026, the Company recorded an exceptional growth in its business operations. Revenue from Operations increased substantially to 325,766.18 Lakhs as compared to 38,582.24 Lakhs in the previous year, registering a robust growth of approximately 200%. Other Income also increased to 371.95 Lakhs from 328.72 Lakhs in the previous year.

The Total Income of the Company for FY 2025-26 stood at 325,838.13 Lakhs as against 38,610.96 Lakhs in FY 2024-25. Total Expenditure increased to 323,842.99 Lakhs from 37,525.60 Lakhs in the previous year, reflecting the higher scale of operations.

Consequently, the Profit Before Tax (pbt) increased to 31,995.14 Lakhs as compared to 31,085.36 Lakhs in the previous year, representing a growth of approximately 84%. After providing for Current Tax, Deferred Tax adjustments and prior period tax provisions, the Company reported a Profit After Tax (pat) of 31,506.17 Lakhs, as against 3801.93 Lakhs in FY 2024-25, registering a healthy growth of around 88%.

The strong financial performance during the year was primarily driven by significant growth in business volumes, expansion of the customer base, improved operational efficiencies, prudent cost management, and continued focus on delivering sustainable value to stakeholder

Operational Performance and Business Highlights

During the financial year under review, the Company continued its growth trajectory by strengthening its position as an integrated multimodal logistics service provider offering warehousing, transportation, rake handling, container freight station (cfs) operations and end-to-end supply chain solutions across India. The Company expanded its operational footprint across multiple locations while enhancing its logistics infrastructure and service capabilities.

The Company recorded significant growth in its operational scale during the year. Its branch network expanded to over 50 operational locations across the country and the fleet strength increased to 165 vehicles, thereby improving its transportation capacity and service reach. The Company also continued to expand its warehousing infrastructure and managed warehouse area of more than 8 lakh square feet.

During the year, the Company made significant progress towards the completion of its warehouse project at Samakhiyali, Gujaratand added new warehouse capacities at Bhimsar and Gandhidham in Gujarat, Balotra in Rajasthan, and expanded its presence at Nagpur, Aurangabad and the Delhi region. The Company also operationalised new third-party logistics (3PL) warehousing facilities for Jaquar at Nagpur and Aurangabad.

The financial year witnessed several strategic milestones in the Companys rail and multimodal logistics business. The Company was appointed as the Strategic Alliance Management Operator (SAMO) for the Container Freight Station at Kandla by Central Warehousing Corporation (cwc), marking its entry into container freight station operations. During the year, the Company successfully executed its first container rake movement under the CWC partnership, launched the Green Channel Rail Cargo Service, completed its first rail movement of bitumen and further strengthened its rail- linked warehousing and rake handling capabilities across key logistics corridors.

The Company successfully completed the acquisition of AKT Logistics LLP through a slump sale during the year, which has further strengthened its operational capabilities, customer base and integrated logistics offerings.

The Company continued to diversify its customer portfolio by securing new business from reputed organisations including Louis Dreyfus Company (ldc) India, Bunge India, Emami Agrotech Limited, Dhanuka Agritech Limited, Signify Innovations India Limited (Philips), Shakti Pumps, Mitsui Chemicals and Wagh Bakri, while maintaining long- standing business relationships with existing customers including AWL Agri Business Limited and Jaquar.

During the year, the Company was recognised by AWL Agri Business Limited with the "Best Multi Modal (BCN) Service 2024-25" award in recognition of its excellence in multimodal logistics operations, consistent service delivery and operational performance.

The Company also strengthened its leadership team with the appointment of Mr. Vikas Krishnakumar Tanwar as Joint Managing Director and Mr. Manoj Bhavsar as Chief Operating Officer, further enhancing the Companys management capabilities to support its future growth plans.

The Board believes that the strategic investments made during the year in warehousing infrastructure, fleet expansion, multimodal logistics, technology-enabled operations and customer acquisition have established a strong foundation for sustainable long- term growth and enhanced stakeholder value.

Acquisition of AKT Logistics LLP through Slump Sale

During the financial year under review, the Company acquired the logistics business of AKT Logistics LLP on a slump sale basis as a going concern, in accordance with the provisions of the Companies Act, 2013 and the Income-tax Act, 1961, pursuant to the Business Transfer Agreement executed between the Company and AKT Logistics LLP.

The acquisition was undertaken as part of the Companys strategic growth initiatives with the objective of expanding its logistics operations, strengthening its service portfolio, enhancing operational efficiencies and increasing its market presence. The acquisition is expected to generate operational synergies, improve customer reach and create long-term value for the stakeholders of the Company.

The business was acquired for a lump sum consideration of 350,00,000 (Rupees Fifty Lakhs only), subject to the terms and conditions of the Business Transfer Agreement and the requisite approvals. The acquisition was completed after obtaining the necessary approvals from the Board of Directors and the Members of the Company, wherever applicable, and in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

Utilization of Proceeds of Initial Public Offer ("IPO") of Equity Shares

During the financial year under review, your Company successfully raised 32,713.20 Lakhs through its Initial Public Offering ("IPO") and consequent listing of its Equity Shares on the NSE Emerge Platform. The IPO proceeds are being utilised for the objects stated in the Offer Document, including the construction and development of the proposed industrial shed at Chadvada, Bhachau, Kutch, Gujarat and meeting the working capital requirements of the Company.

During the year, the Company made substantial progress in the construction and development of the proposed industrial shed, and a significant portion of the IPO proceeds has been utilised towards the said project.

Pursuant to Regulation 32(l)(a) and 32(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted the Statement of Deviation(s) or Variation(s) in the utilisation of IPO proceeds to the National Stock Exchange of India Limited, duly reviewed and certified by M/s. J A Y A M & Associates LLP, Chartered Accountants. As reported in the Statement of Deviation(s) or Variation(s), the funds earmarked for the construction and development of the proposed industrial shed at Chadvada, Bhachau, Kutch, Gujarat could not be fully utilised as on 31st March, 2026, as the project could not be completed within the originally envisaged timeline. The delay was primarily attributable to unforeseen labour shortages and execution-related challenges encountered during February and March 2026.

The Statement of Deviation(s) or Variation(s) in utilisation of IPO proceeds has been reviewed by the Audit Committee and the Board of Directors and is available on the Companys website. The Statement of Deviation(s) or Variation(s) is available on the Companys website at https://iware.co.in/investor/.

The Company remains committed to completing the project at the earliest. Upon completion, the facility is expected to strengthen the Companys operational infrastructure, enhance its warehousing and logistics capabilities, and support its future growth. The unutilised balance of the IPO proceeds shall continue to be utilised strictly for the objects stated in the Offer Document in a phased manner.

Dividend:

Your Directors are pleased to recommend a dividend of ?1.00 (Rupee One only) per Equity Share of face value ?10/- each (i.e. 10%) for the financial year ended 31st March, 2026, subject to the approval of the Members at the ensuing Annual General Meeting ("AGM").

The dividend, if approved by the Members at the AGM, will be paid after deduction of tax at source, as applicable, to those Members whose names appear in the Register of Members of the Company or in the records of the Depositories as the beneficial owners of the Equity Shares as on the Record Date fixed for the purpose.

Pursuant to the provisions of the Finance Act, 2020, Dividend income will be taxable in the hands of the Shareholders w.e.f. 1st April, 2020 and accordingly the Company would be required to deduct tax at source from such dividend at the prescribed rates under the Income Tax Act, 1961. All the required details regarding Tax Deducted at Source (“TDS”) on dividend are forming part of the notice of 9th Annual General Meeting which forms part of this Annual Report. As your Company is not falling in 1000 top listed entities, Regulation 43A of the SEBI Listing Regulations is not applicable to the Company.

Transfer of Unclaimed Dividend to Investor Education Fund

During the year under review, pursuant to the provisions of Section 124 and Section 125 [2] of the Companies Act,2013, no amount is required to be transferred to the Investor Education and Protection Fund, as of the company has not declared dividend any time in the earlier financial years.

Change in the Nature of Business:

The Company has not changed any of its nature of business during the year under review.

However, in line with its growth strategy, the Company expanded its operations by strengthening its integrated logistics and supply chain services. During the year, the Company enhanced its presence in rail logistics, multimodal transportation, container rake operations, rail-linked warehousing and Container Freight Station (cfs) operations under the Strategic Alliance Management Operator (SAMO) arrangement with Central Warehousing Corporation (cwc). These initiatives represent an expansion and diversification of the Companys existing business operations and do not constitute a change in the nature of business of the Company.

Material Changes and Commitments Affecting the Financial Position of the Company

Pursuant to the provisions of Section 134(3) (l) of the Companies Act, 2013, except as stated below, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

The Board of Directors, at its meeting held on 30th April, 2026, approved the issue of 7,90,800 Equity Shares on a preferential basis at an issue price of if255/- per Equity Share (including a premium of ?245/- per Equity Share), aggregating to ^20,16,54,000, subject to the approval of the Members and such other statutory and regulatory approvals as may be required.

The Members approved the said preferential issue at the Extra-Ordinary General Meeting held on 26th May, 2026. Subsequently, the Company received the requisite statutory and regulatory approvals, including the listing approval and trading approval from the National Stock Exchange of India Limited, and allotted 7,90,800 Equity Shares in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

Consequent to the allotment of the aforesaid Equity Shares, the paid-up equity shares capital of the Company increased from 510,71,60,000 comprising 1,07,16,000 Equity Shares of 510/- each to 511,50,68,000 comprising 1,15,06,800 Equity Shares of 510/- each.

As on 31st March, 2026, the authorised share capital of the Company was 512,00,00,000 divided into 1,20,00,000 Equity Shares of 510/- each. The paid-up equity shares capital of the Company stood at 510,71,60,000 divided into 1,07,16,000 Equity Shares of 510/- each.

As on 31st March, 2026, the authorised and paid-up share capital of the Company was as under:

Particulars	As on 31st March, 2026 (Before Preferential Allotment)	After Preferential Allotment
Authorised Share Capital	512,00,00,000 divided into - each	00,00,000 divided into - each
Paid-up Equity Share Capital	510,71,60,000 divided into - each	511,50,68,000 divided into - each

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on 30th April, 2026, approved the issue of 7,90,800 Equity Shares on a preferential basis at an issue price of 5255/- per Equity Share (including a premium of 5245/- per Equity

Share), aggregating to ^20,16,54,000, subject to the approval of the Members and other applicable statutory and regulatory approvals.

The Members approved the preferential issue at the Extra-Ordinary General Meeting held on 26th May, 2026. Thereafter, upon receipt of the requisite statutory and regulatory approvals, including the listing and trading approvals from the National Stock Exchange of India Limited, the Company allotted 7,90,800 Equity Shares on a preferential basis.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from ifl0,71,60,000 comprising 1,07,16,000 Equity Shares of U10/- each to Ull,50,68,000 comprising 1,15,06,800 Equity Shares of jflO/- each.

There are no significant and material orders passed by the regulators or court or tribunals impacting the going concern status and Company operations in future.

Statutory Auditors

M/s. J A Y A M & Associates LLP, Chartered Accountants (Firm Registration No. 130968W), were appointed as the Statutory Auditors of the Company at the Sixth Annual General Meeting held on 30th September, 2023, to hold office for a term of five consecutive years, from the conclusion of the Sixth Annual General Meeting until the conclusion of the Eleventh Annual General Meeting of the Company.

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year ended 31st March, 2026. The Statutory Auditors Report forms part of the Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

Further, during the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement to maintain cost records and to appoint a Cost Auditor is applicable only to certain class of companies engaged in specified industries as notified by the Central Government. Since the Company is engaged in the business of Logistics and Supply Chain Services, which does not fall under the prescribed class of industries, the provisions relating to maintenance of cost records and appointment of Cost Auditor are not applicable to the Company.

During the current year, the Board has, as per the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, the Board had appointed M/s. Nikhil Mishra And Associates, Chartered Accountants, (bearing Firm registration No. 156107W) having experience and adequate manpower, as Internal Auditor of the company for the Financial year 2025-26 and the quarterly reports given by them were considered and reviewed by the Audit Committee.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at the 8th Annual General Meeting held on 26th September, 2025, on the recommendation of the Board of Directors and the Audit Committee, approved the appointment of M/s. Jigar Trivedi & Co., Company Secretaries, having Peer Review Certificate No. 2278/2022 issued by the Institute of Company Secretaries of India, as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 8th Annual General Meeting until the conclusion of the 13th Annual General Meeting to be held in the year 2030, covering the financial years 2025-26 to 2029-30.

The Secretarial Audit for the financial year ended 31st March, 2026 was conducted by M/s. Jigar Trivedi & Co., Company Secretaries. The Secretarial Audit Report is annexed to this Report as Annexure - 1 and forms an integral part of this Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, and accordingly, no explanation or comments of the Board are required thereon.

M/s. Jigar Trivedi & Co., Company Secretaries, have confirmed that they satisfy the eligibility criteria prescribed under the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are not disqualified from continuing as the Secretarial Auditors of the Company.

Board of Directors, Committees, Key Managerial Personnel and Senior Management Personnel

During the financial year under review and up to the date of this Report, the composition of the Board of Directors of the Company has been in compliance with the provisions of the Companies Act, 2013, the Rules made thereunder, the Articles of Association of the Company and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

During the year under review, the Members of the Company at the Extra-Ordinary General Meeting held on 13th March, 2026, approved the appointment of Mr. Vikas Krishnakumar Tanwar (DIN: 08222269) as a Director of the Company. The Members also approved his appointment as the Joint Managing Director of the Company for the term and remuneration as recommended by the Board of Directors.

At the same Extra-Ordinary General Meeting, the Members approved the appointment of Mr. Mukesh Chandra (DIN: 11473766) as an Independent Director of the Company for the first term in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He is not liable to retire by rotation.

During the financial year ended 31st March, 2026, none of the Directors resigned from the Board of the Company.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013 and are not disqualified from acting as Independent Directors.

The Board, after taking these declarations on record and undertaking the necessary assessment, is of the opinion that all the Independent Directors possess the requisite integrity, expertise, experience and proficiency and continue to fulfil the conditions of independence prescribed under the applicable laws. The Independent Directors have further confirmed compliance with the requirements of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, relating to registration with the databank maintained by the Indian Institute of Corporate Affairs and renewal of registration, wherever applicable.

During the financial year under review, the Independent Directors had no pecuniary relationship or transactions with the Company, other than the remuneration by way of sitting fees, reimbursement of expenses incurred for attending meetings of the Board and Committees thereof and such other payments, if any, as permitted under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

It is reported that during the year under review, the Directors have submitted notices of interest under Section 184[ 1 ] of the Companies Act, 2013 [the Act] and intimation under Section 164[2] of the Act. It is further reported that, none of the Directors of the company is serving as a Whole-Time Director in any other listed company and the number of their directorships is within the limits laid down under Section 165 of the Act.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajnish Gautam (DIN: 03494830), Whole- Time Director, retires by rotation at the ensuing Ninth Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment, and the requisite resolution forms part of the Notice convening the Ninth Annual General Meeting.

Appointments and Changes in the Directors, Key Managerial Personnel and Senior Management Personnel

During the financial year under review, the Members of the Company at the Extra- Ordinary General Meeting held on 13th March, 2026 approved the appointment of Mr. Vikas Krishnakumar Tanwar (DIN: 08222269) as a Director of the Company. At the same meeting, the Members also approved his appointment as the Joint Managing Director of the Company.

The Members further approved the appointment of Mr. Mukesh Chandra (DIN: 11473766) as an Independent Director of the Company for the first term in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Ms. Shweta Sharma, Company Secretary and Compliance Officer of the Company, resigned from her position with effect from 30th June, 2025. Consequent to her resignation, the Board of Directors appointed Ms. Alka Kumari as the Company Secretary and Compliance Officer of the Company with effect from 1st July, 2025. She is also designated as the Key Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, Mr. Gagan Verma resigned from the office of Chief Financial Officer of the Company with effect from the close of business hours on 29th August, 2025. The Board places on record its sincere appreciation for the valuable services rendered by him during his tenure with the Company. Consequent to the above, Mr. Hitesh Kubavat was appointed as the Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 30th August, 2025.

Further, Mr. Manoj Bhawsar joined the Company as the Chief Operating Officer (coo) with effect from 2nd January, 2026 and forms part of the Senior Management Personnel of the Company.

Except as stated above, there were no other changes in the composition of the Board of Directors, the Key Managerial Personnel or the Senior Management Personnel of the Company during the financial year under review. Further, there have been no changes in the Key Managerial Personnel of the Company from the close of the financial year ended 31st March, 2026 up to the date of this Report.

Disclosure of relationships between Directors inter-se are as follows:

Sr. No.	Name of Director	Relation with other Director
1	Mr. Krishnakumar Jagdishprasad Tanwar	Father of Mr. Vikas Krishnakumar Tanwar
2	Mr. Vikas Krishnakumar Tanwar	Son of Mr. Krishnakumar Jagdishprasad Tanwar; Husband of Mrs. Divya Vikas Tanwar
3	Mr. Rajnish Gautam	None
4	Mrs. Divya Vikas Tanwar	Wife of Mr. Vikas Krishnakumar Tanwar; Daughter- in-law of Mr. Krishnakumar Jagdishprasad Tanwar
5	Mr. Mukesh Chandra	None
6	Mr. Lakshman Thakur	None
7	Mr. Sarang Vishnupant Jagtap	None

Meetings of the Board of Directors

During the year under review, 11 meetings of the Board of Directors were held on 9th April, 2025, 16th April, 2025, 21st April, 2025, 22nd April, 2025, 2nd May, 2025, 12th May, 2025, 30th June, 2025, 29th August,2025, 27th October, 2025, 9th January,2026, 11 th February, 2026 and the intervening gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013.

The details of attendance of the Directors at the meetings are as under.

Sr. No.	Names and Designations	Meetings held during tenure	Meetings Attended
1.	Mr. Krishna Kumar Tanwar, Managing Director	11	11
2.	Mr. Rajnish Gautam, Chairman & Whole-Time Director	11	11
3.	Mr. Vikas Krishnakumar Tanwar, Joint Managing Director (appointed on 09/01/2026)	1	1
4.	Mrs. Divya Vikas Tanwar, Non-Executive Director	11	11
5.	Mr. Lakshman Thakur, Independent Director	11	11
6.	Mr. Sarang Vishnupant Jagtap, Independent Director	11	11
7.	Mr. Mukesh Chandra (appointed on 09/01/2026)	1	1

Committees of the Board

During FY26, the Board had 5 (Five) Committees, namely:

I. Audit Committee;

II. Nomination and Remuneration Committee;

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee;

V. Management Committee

The internal guidelines of the Company for Board & Committee meetings facilitate the decision making process at its meetings in an informed and efficient manner.

Audit Committee

The Board has constituted the Audit Committee to review internal controls and audit findings, review of financial statements, and appointment of auditors amongst other responsibilities as contained in the Terms of Reference. The composition and terms of reference of the Audit Committee satisfy the requirement of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations.

The Members of the Audit Committee possess adequate financial and accounting expertise/exposure. The Company Secretary & Compliance Officer acts as the Secretary to the Committee. During the year under review, Seven (7) meeting of the Audit Committee was held on 21st April, 2025, 12th May, 2025, 30th June, 2025, 29th August 2025, 27th October,2025, 9th January, 2026, 11th February, 2026.

The composition of the Audit Committee and the details of the meetings held and attended by the Members are as under.

Name and Designation	Status in Committee	Meetings held	Meetings attended
Mr. Sarang Vishnupant Jagtap, Independent Director	Chairman	7	7
Mr. Lakshman Thakur, Independent Director	Member	7	7
Mr. Krishnakumar Jagdishprasad Tanwar, Managing Director	Member	7	7

Nomination and Remuneration Committee

The Board has constituted the Nomination and Remuneration Committee to recommend the recruitments of MDs, WTDs, Independent Directors, and KMPs, as and when applicable to the Company and to do all the acts pursuant to provisions of Section 178 of the Act. The Composition and terms of reference of the Nomination and Remuneration Committee satisfy the requirement of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations.

During the year under review, Four (4) meetings of the Nomination and Remuneration Committee was held on 12th May, 2025, 30th June, 2025, 29th August, 2025, 9th January, 2026.

The composition of the Nomination and Remuneration Committee and the details of the meetings held and attended by the Members are as under.

Name and Designation	Status in Committee	Meetings held	Meetings attended
Mr. Lakshman Thakur, Independent Director	Chairman	4	4
Mr. Sarang Vishnupant Jagtap, Independent Director	Member	4	4
Mrs. Divya Vikas Tanwar, Non- Executive Director	Member	4	4

Stakeholders Relations Committee

The Board has constituted the Stakeholders Relationship Committee of the Board for redressing the shareholder/investor complaints and grievances, as per the provisions of Section 178 of the Act. The Composition and terms of reference of the Stakeholders Relationship Committee satisfy the requirement of Section 178 of the Act and Regulation 20 of SEBI Listing Regulations.

During the year under review, Two (2) meeting of the Stakeholders Relationship Committee was held on 12th May, 2025, 9th January, 2026.

The composition of the Stakeholders Relations Committee and the details of the meetings held and attended by the Members are as under.

Name	Status in Committee	Meetings held	Meetings Attended
Mr. Lakshman Thakur, Independent Director	Chairman	2	2
Mr. Sarang Vishnupant Jagtap, Independent Director	Member	2	2
Mr. Krishnakumar Jagdishprasad Tanwar, Managing Director	Member	2	2

CSR Committee

The Board has constituted the Corporate Social Responsibility (csr) Committee to formulate CSR policy, review and recommend to the Board amount of expenditure to be incurred on the CSR activities. The Composition and terms of reference of the CSR Committee satisfy the requirement of Section 135 of the Act read with rules made thereunder.

During the year, Two (2) meeting of the CSR Committee was held on 12th May, 2025 and 30th June, 2025.

The composition of the CSR Committee and the details of the meetings held and attended by the Members are as under.

Name and Designation	Status in Committee	Meetings held	Meetings attended
Mr. Sarang Vishnupant Jagtap, Independent Director	Chairman	2	2
Mr. Divya Vikas Tanwar, Non- Executive Director	Member	2	2
Mr. Krishnakumar Jagdishprasad Tanwar, Managing Director	Member	2	2

Management Committee

During the financial year 2025-26, the Board of Directors, at its meeting held on 12th May, 2025, constituted a Management Committee to oversee and take decisions relating to the day-to-day business operations and various administrative matters of the Company, in accordance with the powers delegated to it by the Board of Directors. The Committee is authorized to consider and approve routine operational, administrative, and business transactions within the scope of the authority delegated by the Board from time to time.

Name	Designation	Status in Committee
Mr. Rajnish Gautam	Whole time director	Chairman
Mr. Krishna kumar Tanwar	Managing Director and CEO	Member
Mrs. Divya Vikas Tanwar	Non- Executive Director	Member

During the year under review, 12 meetings of the Management Committee was held.

General Meetings

It is reported that during the year under review, Eighth Annual General Meeting of the members was held on 26th September, 2025. It is further reported that during the year under review, one Extra-ordinary General Meeting of the members were held on 13th March, 2026.

Performance Evaluation

Pursuant to the provisions of Section 134 [3] [p] and other applicable provisions of the of the Companies Act, 2013 and applicable provisions of the SEBI [Listing Obligations and Disclosures Requirements] 2015, the Board has carried the evaluation of its own performance, Board Committees, performance of the Chairman and the Individual Directors on the basis of various criteria provided in the Performance Evaluation Policy as adopted by the Board. The said policy is available on the companys website at https: // iware.co.in / investor/ .

Nomination and Remuneration Policy

As required under the provisions of Section 178 [3][e] of the Companies Act,2013 and the Rules made thereunder, the Nomination and Remuneration Policy is adopted by the Board. The said policy is available on the companys website at https://iware.co.in/investor/ .

Code of Conduct

The Board has laid down Code of Conduct for the Directors and the Senior Management Personnel [the SMPs] of the company. It is reported that all the Directors and the SMPs have affirmed their compliance with the Code of Conduct. The said policy is available on the companys website at https://iware.co.in/investor/ .

Prevention of Insider Trading

The Board has adopted the Code Conduct for Prohibition of Insider Trading [the Code] with a view to regulate trading in the equity shares of the company by the Directors and designated employees of the company. The Code requires pre-clearance for dealing in the companys equity shares and prohibits the purchase or sale of the companys equity shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. All the Directors and the designated employees have confirmed compliance with the Code. The said policy is available on the companys website at https://iware.co.in/investor/ .

Vigil Mechanism and Whistle Blower Policy

The company has Vigil Mechanism Whistle Blower Policy in line with the provisions of the Section 177 [9] of the Companies Act, 2013. This policy establishes a vigil mechanism for the Directors and employees to report their genuine concerns for actual or suspected fraud or violation of the companys code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The said policy is available on the companys website at https://iware.co.in/investor/ .

Codes and policies in adherence to the SEBI [Listing Obligations and Disclosuress Requirements] Regulations. 2015

The Board has formulated various codes and policies mandated under various provisions of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015, as amended, which are placed on the companys website mandated formulation of certain policies for all the listed companies. The said policy is available on the companys website at https://iware.co.in/investor/ .

Disclosure on Non-Disqualification of Directors

Pursuant to Regulation 34(3) read with Schedule V Para C Clause (l0)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from M/s. Jigar Trivedi & Co., Company Secretaries, confirming that none of the Directors on the Board of the Company as on 31st March, 2026 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority. A copy of the said certificate forms part of this Annual Report as Annexure - 2.

CSR Initiatives

The CSR Policy and the details of CSR projects/activities approved by the CSR Committee and undertaken during the year under review are disclosed on the website of the company- https://iware.co.in/investor/. The Annual Report on the CSR Activities as prescribed under Section 135 of the Act and the Companies [Corporate Social Responsibility] Rules, 2014 in Form CSR 2 is placed at Annexure-3 to this Report.

The details of loans, guarantees or investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the audited financial statements for the year under review.

Related Party Arrangements / Transactions

The Company has Policies on Related Party Transaction and Determining Materiality of Related Party Transactions duly approved by the Board. The Policy provide a framework for identification of related parties, necessary approvals by the Audit Committee/ Board, reporting and disclosure requirements in compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations.

During the period under review, all related party transactions that were entered into were on an arms length basis and were in the ordinary course of business and as per the Related Party Transactions Policy of the Company and in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. There were no materially significant related party transactions by the Company with the Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

As all the transactions with Related Parties were on arms length basis, hence, disclosure in Form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith in Annexure- 4. Moreover, the disclosure of transactions as per Accounting Standard -18 are given in notes to the Balance Sheet as on 31st March, 2026.

It is stated that the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as approved by the Board has been uploaded on the companys website https://iware.co.in/investor/ .

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to Conservation of Energy, Technology Absorption and 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, are given below:

A. Conservation of Energy - The Company is not engaged in manufacturing activities; hence the details are not applicable. However, steps are taken towards optimization of fuel consumption and use of technology for energy efficiency.

B. Technology Absorption - During the year, no significant expenditure was incurred on R&D. The Company continues to invest in technology-enabled supply chain management and digital platforms to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo -

• Foreign Exchange Earnings: Nil

• Foreign Exchange Outgo: Nil

Risk Management and Insurance

Pursuant to Section 134(3)(n) of the Act, the Company has formulated and adopted the Risk Management Policy. The Policy establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. This Policy is applicable to all the functions, departments, and geographical areas of the Company. The purpose of this Policy is to define, design and implement a risk management framework across the Company to identify, assess, manage, and monitor risks. The Risk Management Committee is responsible for reviewing the risk management framework and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the business are systematically addressed through mitigation actions on continual basis.

The Risk Management Policy approved by the Board, is placed on the website of the company https://iware.co.in/ investor/ . It is further It is reported that all the immovable and movable assets of the company are adequately insured.

Directors Responsibility Statement

In terms of the Section 134(5) of the Act, your Directors have relied on the Independent Auditors report, representation by the management team and to the best of their knowledge and belief, state that: a) b) c) in the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and of the profit of the Company for the year under review; proper and sufficient care have been taken 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 Annual Financial Statements for the financial year ended March 31, 2026, have been prepared on a ‘going concern basis; e) f) they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

Internal Controls

Your Company has internal control systems in place, commensurate with the size, scale and complexity of its operations. The internal controls have been designed in the interest of all its stakeholders, by providing an environment that facilitates smooth operations and addresses, inter-alia, financial and operational risks, with an emphasis on integrity and ethics as part of work culture. Your Company has laid down a set of standards, policies and processes to implement internal financial control across the organization and the same are adequate and operating effectively. Your Company has an adequate internal financial control system over financial reporting ensuring that all transactions are authorized, recorded, and reported correctly in a timely manner to provide reliable financial information and to comply with applicable accounting standards, which are commensurate with the size and volume of the business of your company.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in your Company and its compliance with accounting procedures, financial reporting and policies. The reports of the Internal Audit are reviewed and discussed by the Audit Committee in detail and the process owners take corrective actions in their respective areas, thereby strengthen the controls. A summary of the suggested corrective actions is placed before the Board by the management and the

Chairperson of the Audit Committee briefs the Board on the recommendations of the Audit Committee, for its discussion and suggestions thereon.

Corporate Governance Report

It is reported that pursuant to Regulation 15 [2] of SEBI [Listing Obligation and Disclosures Requirements] Regulation, 2015, as amended, the provisions of corporate governance report are not applicable to the company as it is listed to on the SME Emerge Platform of the National Stock Exchange of India Limited. Hence, corporate governance report is not required to be prepared by the company.

Management and Discussion Analysis Report

In compliance with the provisions of the Regulation 34 [2] and Schedule V of the SEBI [ Listing Obligations and Disclosures Requirements] Regulations, 2015 as amended, the Management Discussion and Analysis Report is annexed herewith as Annexure-5.

Annual Return

Pursuant to the provisions of Section 92 [3] and Section 134 [3] [a] of the Companies Act 2013, as amended, read with Rule 12 of the Companies [Management and Administration] Rules, 2014, as amended , the draft Annual Return for the Financial Year 2024-25 is available on the website of the company at https://iware.co.in/investor/ .

Segment-wise Performance

The Company operates through the following business segments and continues to provide integrated logistics and supply chain solutions to its customers across diverse industries:

1. Transportation

Transportation continues to be the principal business segment of the Company. The Company provides integrated road transportation and logistics solutions across various locations, catering to the diverse requirements of its customers. During the year under review, the Company continued to focus on operational efficiency, timely service delivery and customer satisfaction while expanding its transportation network.

2. Rake Handling

The Company is engaged in rake handling services, offering end-to-end logistics support for the loading, unloading, handling and movement of bulk cargo through rail networks. During the year, the Company continued to strengthen its operational capabilities in this segment by ensuring efficient cargo handling and seamless coordination with customers and other stakeholders.

3. Warehousing

The Company provides warehousing solutions, including storage, inventory management and value-added logistics services to its customers. The warehousing segment continued to support the Companys integrated logistics business by offering secure and efficient storage facilities and supply chain solutions.

4. Rental

The Company also earns rental income from leasing of commercial assets and properties. This segment provides an additional source of revenue and contributes to the overall financial performance of the Company.

The segment-wise financial performance of the Company for the financial year ended 31st March, 2026 is summarized below:

Segment	Revenue(? in Lakhs)	% of Total Revenue
Rake Handling	2443.70	9.48%
Rental Income	174.43	0.68%
Transportation Income	21041.18	81.66%
Warehous Income	2106.88	8.18%
Total		100%

Disclosures of Accounting Treatment

The financial results for the year under review i.e. the financial year 2025-26, have been prepared in accordance with the Companies [Indian Accounting Standards] Rules, 2015 [Ind AS] prescribed under Section 133 of the Companies Act,2013 read with the rules as applicable and other recognized accounting policies and practices to the extent applicable.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review the company does not have any subsidiary, joint venture or associate company. Therefore, company is not required to prepare the consolidated financial statements as required under the provisions of Section 129 [3] of the Companies Act,2013 and the Rules made thereunder.

Fixed Deposits

It is reported that during earlier years or during the year under review and upto the date of this report, the company has neither invited nor accepted deposits from the public or the members within the preview of Section 73 of the Companies Act, 2013 [the Act] read with the Companies [Acceptance of Deposits] Rules, 2014, [the Rules] and therefore, details mentioned in Rule 8 [5] [v] and [vi] of the Companies [Accounts] Rules , 2014 are not required to be given.

Secretarial Standards

It is reported that during the year under review, the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been complied.

Website

As per Regulation 46 of SEBI [Listing Obligations and Disclosures Requirements] Regulations 2015, as amended, the company has maintained a functional website https://iware.co.in/investor/ and all the information, details, documents and codes and policies as mandated are placed on the website.

Significant/material orders passed by the Regulators/ Courts/ Tribunals

It is reported that during the year under review and upto the date of this report, no significant/material orders have been passed by the Regulators/ Courts/ Tribunals which impact the going concern status of the company or companys operations in future.

Disclosures as required under various provisions of the Companies Act, 2013 and the Rules made thereunder

The following Disclosures are made as required under various provisions of the Companies Act, 2013 [the Act] and the Rules made thereunder.

[1] During the year under review, the company has availed financial assistance from Banks and and as per the terms of their sanctions charge on the companys assets has been created.

[2] During the year under review, there have been no proceedings initiated against the company under Prohibition of Benami Property Transactions Act, 1988, as amended [formerly the Benami Transactions [Prohibition] Act, 1988] and the rules made thereunder.

[3] During the year under review, the company does not have any transactions with the companies struck off under Section 248 of the Act or Section 560 of the Companies Act, 1956.

[4] The company has filed its annual return and audited financial statements in Form MGT 7 and Form AOC 4 XBRL respectively with the Registrar of Companies, Gujarat.

[5] There have been no instances of any revision in the Boards Report or the financial statement, hence Disclosures under Section 131 [1] of the Act is not required to be made.

[6] The Company has not issued any shares to any employee, under any specific scheme, and hence, Disclosures under Section 67 [3] Act are not required to be made.

[7] The Company has not paid any commission to any of its Directors and hence, provision of Disclosures of commission paid to any Director as mentioned in Section 197 [14] of the Act is not applicable.

[8] The Company has not issued [a] any share with differential voting rights [b] sweat equity shares [c] shares under any employee stock option scheme and hence no disclosures are required to be made as per the Companies [Share Capital and Debentures] Rules, 2014.

[9] No application made and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016, during the year under review and up to the date of this report.

[10] There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, are not required to be given.

[11] The company has not purchased its own shares nor has given loans to any entity or individuals or employees for purchase of companys shares

[12] In the paid-up share capital of the company, no shares have been held in trust for the benefits of employees, where the voting rights are not exercised directly by the employee and

[13] The company has not issued any type of preference shares, debentures, bonds or warrants.

Postal Ballot

During the year under review, no postal ballot was conducted by the company.

Registrar and Transfer Agent

KFin Technologies Limited [SEBI Registration No. NR000000221], having their office Selenium Tower B, Plot No.31-32 Gachibowli, Financial District Nanakramguda, Serilingampally Hyderabad 500 032, Telangana, India, are the Registrar and Share Transfer Agents of the company.

Disclosures under Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013

We are committed to maintaining a workplace free of harassment, including sexual harassment & we have zero tolerance for such conduct. We actively encourage the reporting of any harassment concerns & promptly respond to complaints about harassment or any other unwelcome or offensive conduct. We have constituted committees with comprehensive representations & we ensure that the members receive appropriate training to effectively discharge their duties. The awareness & training sessions are conducted to ensure that our employees are fully aware of the aspects of sexual harassment & the redressal mechanism. Additionally, our POSH Helpline ensures complete anonymity to the complainant.

The company has zero tolerance towards sexual harassment at the work place and has adopted the Policy on Prevention of Sexual Harassment at Work Place, in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013 and the Rules made thereunder, which is placed on the website of the company https://iware.co.in/investor/.

It is reported that at the beginning of the year under review, no complaint of sexual harassment was pending and no such complaint was received during the year.

Maternity Benefits

Your Company complies with the provisions of the Maternity Benefit Act, 1961, and provides Maternity Benefits to eligible women employees. Adequate facilities and support are provi- ded in line with statutory requirements.

Certificate under Regulation 17f8l of SEBI [Listing Regulations and Disclosures Requirements! Regulations, 2015

The Certificate under Regulation 17 [8] of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 is placed at Annexure- 6 to this report.

Disclosures relating to remuneration of Directors, Key Managerial Personnel and particulars of employees:

The information required under Section 197 [12] of the Companies Act, 2013 read with Rule 5[1] Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 in respect of Directors, Key Managerial Personnel and employees are given in Annexure -7 annexed herewith.

Human Resources and Industrial Relations

The company has well trained workforce for various areas of its activities. The industrial relations in the companys plants and offices have been cordial throughout the year under report.

Acknowledgements

Your Directors wish to express their appreciation for the continued co-operation and support received during the year under report, from customers, vendors, business associates, government authorities, investors, Banks, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services [India] Limited and KFin Technologies Limited. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the officers, staff and workers of the company. Your Directors look forward for the continued support of every stakeholders in the future.

For and on behalf of Board of Directors
Sd/	Sd/
(Krishna Kumar Tanwar)	(Rajnish Gautam)
Managing Director	Chairman & Whole - Time Director
DIN: 03494825	DIN: 03494830
Place: Ahmedabad
Date: 15th July, 2026