Shipwaves Online Ltd Directors Report

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

6. CHANGES IN THE NATURE OF BUSINESS:

During the Year under review, there was no change in the business of the Company or in the nature of activities carried by the Company. The Board of Directors are pleased to report that the Company has successfully upheld its business strategy, ensuring steady growth and maintaining its reputation for delivering high-quality services.

7. INITIAL PUBLIC OFFERING AND LISTING:

During the period under review, the Company successfully completed its Initial Public Offering (IPO) of 4,69,60,000 equity shares of face value of Rs. 1/- each for cash at an issue price of Rs. 12/- per equity share (including share premium of Rs. 11/- per equity share) aggregating to Rs. 56,35,20,000 ("the issue") and got listed on BSE Limited (SME Platform) on 17th December 2025. The proceeds from the issue were earmarked for funding working capital requirements of our Company, Investment in Subsidiary for funding its working capital requirements, repayment and/or pre-payment, in full or part, of certain borrowings availed by the Company and general corporate expenses. The IPO proceeds have bolstered an already strong capital structure even further, significantly enhanced the Companys financial flexibility, and accelerated the Companys ambitious growth plans.

The issue was open to the public from 10th December 2025 and closed on 12th December 2025 and received an overwhelming response, was over-subscribed by 1.62 times (overall). The shares were allotted on 15th December 2025. The equity shares of the Company were listed on BSE Limited (SME Platform) w.e.f. 17th December 2025.

Cameo Corporate Services Limited is the Registrar and Share Transfer Agent of the Company.

8. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-A to this report.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As on 31st March 2026 your Company had 35 employees (on a standalone basis), comprising of 25 males, 10 females and 0 transgender employees.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-B to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirms that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation and there are no material departures;

b. they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

c. the annual financial statements have been prepared on a going concern basis;

d. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

e. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The members of the Companys Board of Directors are distinguished individuals with a strong track record of competence and integrity. In addition to their extensive experience, they possess robust financial expertise, strategic insight, and exemplary leadership abilities. They demonstrate a high level of dedication to the Company, committing sufficient time to both meeting preparations and active participation in meetings.

As on 31st March 2026, the Board consists of 8 (Eight) Directors as follows:

ii. Changes in the composition of Board of Directors after 31st March 2026: Nil Key Managerial Personnel ("KMP"):

As on the date of this report, the following are Key Managerial Personnel ("KMP") of your Company as per Sections 2(51) and 203 of the Act:

iv. Changes in the Key Managerial Personnel after 31st March 2026:

Following changes took place in the Key Managerial Personnel after 31st March 2026:

Mr. Zeeshan Ali Mohammed Habibi has tendered his resignation from the post of Chief Financial Officer (Key Managerial Personnel) of the Company with effect from the closure of business hours on 6th July 2026.

Mr. Mohammed Sahim Haris, Whole-Time Director is appointed as Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 7th July 2026.

Mrs. Jessica Juliana Mendonca has resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from the closure of business hours on 6th July 2026.

Ms. Maithri K B has been appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 7th July 2026.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Kalandan Mohammed Haris (DIN: 03020471) and Mr. Kalandan Mohammad Arif (DIN: 03020564) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for reappointment.

The Board recommends the re-appointment of Mr. Kalandan Mohammed Haris (DIN: 03020471) and Mr. Kalandan Mohammad Arif (DIN: 03020564) as Directors, for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36(3) of SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

Board Diversity:

The Board of Directors of the Company has implemented a comprehensive Board Diversity Policy. The Board is composed of individuals with a wide range of experiences and skills, ensuring that it effectively addresses the governance and strategic needs of the Company. Our Directors are distinguished professionals with expertise in various fields, including business, industry, finance, law, administration and corporate management, all of which contribute significantly to the Boards performance.

Declaration from Independent Directors:

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

Furthermore, Board is of the opinion that Independent Directors of the Company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

13. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducts a Familiarization Programme for its Independent Directors to ensure they are well acquainted with the Company, its management, and its operations. This programme is designed to provide Directors with a clear understanding of their roles and responsibilities, enabling them to make meaningful contributions to the Companys growth. Independent Directors have ample opportunities to engage with Senior Management Personnel and are provided with all necessary documents to facilitate a thorough understanding of the Companys operations and the industry in which it operates.

15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March 2026, your Company had following subsidiaries, associates and joint ventures:

A. Subsidiaries:

1. Shipwaves Online LLC

B. Associates: Nil

C. Joint Ventures: Nil

There has been no change in the nature of business of this subsidiary. Your Company does not have any material subsidiaries for the financial year ended 31st March 2026, pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations.

A report on the performance and financial position of each of the Subsidiaries, Associates and Joint Ventures and their contribution to the overall performance of the Company for the financial year ended 31st March 2026 in prescribed Form AOC - 1 as per the Companies Act, 2013 is set out in Annexure-C and forms an integral part of this Report.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at

Further, below is the brief note on the performance of the Subsidiary:

Shipwaves Online LLC: The Company has recorded a Turnover of Rs. 3,089.53 Lakhs during the year under review as against the Turnover of Rs. 4,281.45 Lakhs during the previous year. The Net profit of the Company for the current year is Rs. 228.31 Lakhs as against the Net profit of Rs. 805.35 Lakhs for the previous year.

16. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements required pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rule, 2014 have been prepared in accordance with the relevant accounting standards as per the Companies (Indian Accounting Standard) Rules, 2015. The audited consolidated financial statement is provided along with the Standalone Financial Statement.

17. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding during the period under review.

18. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met 9 (Nine) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Board Meeting. The following Meetings of the Board of Directors were held during the Financial Year 2025-2026:

19. INDEPENDENT DIRECTORS MEETING:

During the year under review a separate meeting of the Independent Directors of the Company was held on 14th February 2026, without the presence of Non-Independent Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

20. COMMITTEES OF THE BOARD:

As required under the Act and the SEBI Listing Regulations, your Company has constituted 3 (Three) committees of the Board, namely:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

i. AUDIT COMMITTEE:

As on 31st March 2026, Audit Committee comprised of 3 (Three) Directors out of which 2 (Two) were Non-executive Independent Directors and 1 (one) was Executive Director. The Committees composition complies with the requirements of Section 177 of the Act. All the members of the Committee are financially literate and have necessary accounting and financial management expertise/background. The Company Secretary and Compliance officer of the Company acts as Secretary to the Committee. The Composition of Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 is as follows:

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length basis.

All related party transactions entered during the year were in ordinary course of the business and at an arms length basis. The information on transactions with related parties pursuant to Section 13 4(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is provided in the Annexure-D to this Report.

23. NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

i. To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of Directors (Executive and Non-executive) and persons who may be appointed in Senior Management, Key Managerial positions and recommend to the Board policies relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees;

ii. To lay down criteria for appointment, removal of Directors, Key Managerial Personnel and Senior Management;

iii. To recommend the remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management of the Company involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and

iv. To specify the manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance.

During the year under review, there has been no change to the Policy. The Nomination and Remuneration Policy of the Company is available on the website of the Company at

24. SUCCESSION PLANNING:

The Company believes that succession planning for the Board members and Senior Management is very important for creating a robust future for the Company. The Nomination and Remuneration Committee plays a pivotal role in identifying successors to the members of the Board, Key Managerial Personnel and Senior Management and invests substantial time with the Managing Director on succession planning.

The Company has a succession planning policy in place which intends to achieve the following:

i. To identify and nominate suitable candidates for the Boards approval to fill the vacancies which arises in the Board of Directors from time to time.

ii. To identify the competency requirements of critical and key positions in the Company, assess potential candidates and develop required competency through planned development and learning initiatives.

iii. To identify the key job incumbents in Senior Managerial positions and recommend whether the concerned individual be granted an extension in term/service or be replaced with an identified internal or external candidate or recruit other suitable candidate(s).

iv. To ensure the systematic and long-term development of individuals in the senior management level to replace the individuals when the need arises due to deaths, disabilities, retirements and other unexpected occurrence.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company was covered under the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") during the period under review. However, pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the constitution of a Corporate Social Responsibility Committee is not applicable to the Company as the expenditure obligation falls below Rs. 50 Lakhs.

Accordingly, the Board of Directors of the Company has assumed and discharged the functions and responsibilities of the Corporate Social Responsibility Committee as prescribed under Section 135 of the Companies Act, 2013 and the applicable Rules made thereunder. The Board, inter alia, oversees the formulation and implementation of the Companys CSR Policy, recommends and monitors CSR activities, approves the CSR expenditure, and ensures compliance with the applicable provisions of the Act and the Rules framed thereunder.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the provisions of Section 135 of the Companies Act, 2013, and the same is implemented under the supervision of the Board. The CSR policy is available on the website of your Company at

The company has spent Rs. 8,81,000/- towards the CSR obligation for the present financial year. The Annual Report on CSR activities is annexed and forms part of this report as Annexure- E.

26. ANNUAL RETURN:

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report ("MD&A"), is presented in a separate section forming part of this Annual Report.

Authorised Share Capital:

As on 31st March 2026 the Authorised share capital of the Company was Rs. 29,00,00,000/- (Rupees Twenty-Nine Crore Only) comprising of Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 20,00,00,000 (Twenty Crore) Number of equity shares of Re. 1/- (Rupee One) each and Rs. 9,00,00,000/- (Rupees Nine Crore Only) divided into 90,00,000 (Ninety Lakh) Number of Preference Share of Rs. 10/- (Rupees Ten) each.

Issued, Subscribed and Paid-up Share Capital:

As on 31st March 2026, the Issued, Subscribed and Paid-up share capital of the Company was Rs. 14,14,95,000/- (Rupees Fourteen Crore Fourteen Lakh Ninety-Five Thousand only) divided into 14,14,95,000/- (Fourteen Crore Fourteen Lakh Ninety-Five Thousand only) Equity Shares of Face Value Rs. 1/- (Rupee One only) each.

During the year under review, the Company raised capital by way of issue of 4,69,60,000 equity shares of face value of Rs. 1/- each for cash at an issue price of Rs. 12/- per equity share (including share premium of Rs. 11/- per equity share) aggregating to Rs. 56,35,20,000. The Equity Shares issued during the year rank pari-passu with the existing Equity Shares of your Company.

Your Company has not issued any bonus shares, sweat equity shares or equity shares with differential rights as to dividend,

voting or otherwise.

29. STATUTORY AUDITORS AND AUDITORS REPORT:

At the 9th Annual General Meeting of the Company, the Members approved the appointment of M/s. Shah & Taparia, Chartered Accountants, having Firm Registration No. 109463W, as the Statutory Auditors of the Company. They are appointed to hold office for a period of five years, from the conclusion of the 9th Annual General Meeting until the conclusion of the 14th Annual General Meeting, to be held in the year 2029, in accordance with the applicable provisions of Section 139(1) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014. It was further confirmed that the appointment is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

The Board has duly reviewed the Statutory Auditors Report on the Financial Statements of the Company. The notes forming part of the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further explanations under Section 134 of the Companies Act, 2013.

Representatives of the Statutory Auditors of the Company attended the 10th Annual General Meeting of the Company held on 30th September 2025.

30. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Board has appointed Mr. Sirajuddin, Chartered Accountant, as Internal Auditor of the Company. The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls.

31. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Chethan Nayak & Associates, Practicing Company Secretaries (Firm Registration Number: P2013KR029100) to undertake Secretarial Audit of the Company for the financial year 2025-26.

Further, pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on 27th May 2026 had approved the appointment of M/s. Chethan Nayak & Associates, Company Secretaries, (FRN: P2013KR029100) (Peer Review Certificate No.: 3095/2023), a peer-reviewed Company Secretary Firm in Practice, as the Secretarial Auditor of the Company for the Financial Year 2025-26. The Secretarial Auditors Report for the Financial Year 2025-26 is annexed herewith as Annexure - F. The said Secretarial Audit Report contains 2 observations as given below:

Annual Secretarial Compliance Report:

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the relevant SEBI Circulars issued thereunder, the requirement of obtaining and submitting an Annual Secretarial Compliance Report is not applicable to the Company, as the Company is listed on the SME Platform of the Stock Exchange. Accordingly, the Company is not required to obtain the Annual Secretarial Compliance Report for the financial year under review.

32. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, appointment of cost auditor is not applicable to the Company being in the service industry.

33. REPORTING OF FRAUD:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013.

34. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

35. CORPORATE GOVERNANCE REPORT:

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organizations corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

It may please be noted that our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence, a separate Report on Corporate Governance is not forming part of this Annual Report.

36. RISK MANAGEMENT:

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. It provides for identification of risk, its assessment and procedures to minimize risk and is being periodically reviewed to ensure that the executive management controls the risk as per decided policy.

As our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the provisions of constitution of Risk Management Committee are not applicable to the Company.

37. STATEMENT OF DEVIATION AND VARIATION:

Your Company had appointed CARE Ratings Limited as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time confirming no deviation or variation in the utilisation of proceeds of the IPO from the objects stated in the Prospectus dated 4th December 2025. The Company has submitted the statement(s) and report as required under Regulation 32 of the Listing Regulations to the exchange where the shares of the Company are listed, i.e, BSE Limited (SME Platform).

38. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information and such controls are operating effectively.

The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors are periodically apprised of the internal audit findings and corrective actions are taken accordingly. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

The details in respect of internal controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

39. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment (POSH) at Workplace in place, which is available on the Companys website at

The Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details of complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review:

40. MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and the amendments thereto, wherever applicable. The Company is committed to promoting a safe and supportive work environment and has implemented all necessary measures to ensure that the benefits and protections mandated under the Act are extended to eligible women employees, including maternity leave, nursing breaks, and other prescribed entitlements.

41. VIGIL MECHANISM:

In Compliance with the provisions of section 177 of the Companies Act, 2013, the Company has in place the Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

42. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard on the Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) as issued and amended from time to time by the Institute of Company Secretaries of India.

43. OTHER DISCLOSURES:

During the financial year under review:

a) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

h) The Company does not have any shares in unclaimed suspense demat account.

44. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statements. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in Government regulations, tax laws, forex volatility etc.

45. ACKNOWLEDGEMENT:

The Company extends its heartfelt gratitude to its investors, banking partners, and stock exchange for their consistent support and cooperation. We also take this opportunity to sincerely thank our valued customers, business partners, agents, vendors, and suppliers for their enduring association and trust in our offerings.

The Board places on record its deep appreciation for the dedication, professionalism, and commitment demonstrated by our employees, whose efforts have been instrumental in driving the Companys growth and achievements.

Finally, the Board of Directors conveys its sincere thanks to all members and shareholders for their unwavering confidence, trust, and continued support in the Companys vision and journey.