Shipwaves Online Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 8^th Annual Report together with Audited Financial Statements of Accounts for the Financial Year ended 31^st March, 2023.

1. Financial summary or hiahliahts/Performance of the Company Financial Result:

(In Rupees- In Thousands)

S No.	Particulars	2022-2023	2021-2022
1.	Gross Revenue	6,94,504.71	5,78,872.99
2.	Profit /loss Before Finance Costs and Depreciation	42,044.77	12,896.87
3.	Finance Costs	11,331.35	11,568.19
4.	Profit/loss after Finance Charges before depreciation	30,713.42	1,328.68
5.	Provision for Depreciation	317.06	314.50
6.	Net Profit/(loss) Before Tax	30,396.36	1,014.18
7.	Provision for Tax/(Deferred tax)	7,985.49	345.46
8.	Net Profit/{loss) After Tax	22,410.87	668.73

2. Details of Subsidiary, Joint Venture Or Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company during the year under review. However the company had subscribed vide board resolution for 25,500 equity shares of Rs. 10/- each i.e., 51% of the paid up capital of the Shipwaves Container Lines Private Limited bearing CIN: U51900MH2022PTC384743 resulting in Shipwaves Container Lines Private Limited being the subsidiary company of the company. However the company is yet to invest in the said Shipwaves Container Lines Private Limited, and the material effect of Holding-Subsidiary relation is yet to be established,

3. Dividend

To strengthen the financial position of the Company and to augment working capital, your directors do not recommend any dividend.

4. Reserves

For the financial year ended 31^st March 2023, the Company has not transferred any sum to Reserves.

5-Brief description of the Companys working during the vear/State of Companys affair

The Company has earned total Revenue including other income of Rs. 6,94,504.71/- (In Thousands) during the current year as against Rs. 5,78,872.99/- (In Thousands) during the previous year. The Net profit of the Company for the current year is Rs. 22,410.87/- (In Thousands) as against the Net profit of Rs. 668.73/- (In Thousands) for the previous year.

The name of the company was changed from "SHIPWAVES ONLINE PRIVATE LIMITED" to "SHIPWAVES ONLINE LIMITED" vide special resolution in the Extra Ordinary General Meeting dated 26.09.2022, which was approved by the Registrar of Companies, Bangalore vide Certificate of Incorporation pursuant to change of name dated

18.09.2022.

6. Change in the nature of business, if any

No Change in the nature of business of the company during the period under review.

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year and the date of the report

No, Material changes and commitments, affecting the financial position of the company has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. Share capital:

There were changes in the Authorised Capital of the company. The shareholders vide ordinary resolution passed in the Extra-ordinary General Meeting held on 16.05.2022 has Sub-divided 1 (One) Equity share of face value of Rs. 10/- each fully paid up into 10 (Ten) Equity shares of Re. 1/- each fully paid up.

9. Details of significant and material orders passed bv the regulators or courts or tribunals impacting the going concern status and companys operations in future

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

10. Deposits

During the period under review the company has not accepted any deposit pursuant to section 73 of the Companies Act 2013. The company has received Rs. 21,50,000 from Mr. Kalandan Mohammed Althaf, director during the year under review.

11. Statutory Auditors

Mr. Vijayakumar Shetty, Chartered Accountant, Mangalore (Membership No: 203935), who is the statutory auditors of the Company, hold office until the conclusion of the Annual general meeting to be held in the year 2026. Members appointed them in the Annual general meeting held on 30.11.2021to hold office till the conclusion of the Annual general meeting to be held in the year 2026.

12. Auditors Report

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. There is no major Qualified Opinion in the Auditors Report except

i. Point no ii (b)of CARO report

The board would like to clarify that the difference in statements submitted with banks and the balance as per books is mainly on account of -

a) The Stock statement was prepared on the basis of provisional numbers.

b) The Debtors reported in the Stock Statement are inclusive of Income Tax refund and other current assets.

ii. Point no vii (A)of CARO report

The board would like to clarify that the statutory dues have been paid by the Company with a delay.

13. Annual return

The draft Annual Return of the Company can be viewed on the Companys website www.shipwaves.com

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(i) (A) Conservation of Energy -

The Company is continuously reviewing its energy saving systems and implemented energy saving mechanism by adopting latest energy saving devices. Further the company is considering various options in order to reduce the wastages involved in usage of energy resources.

(B) Technology absorption

(i) Efforts made towards technology absorption. : The Company has in house technology updation system and no technology absorption from external sources.

(ii) Benefits derived like product improvement, cost reduction,

product development, import substitution, etc., : -- Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from

the beginning of the financial year): — NA

(a) Details of technology imported:

(b) Year of import.

(c) Whether the technology been fully absorbed?

(d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.

(iv) The expenditure incurred on Research and Development: — Nil

(ii) Foreign exchange earnings and Outgo:

There has been Foreign Exchange Earnings and Expenditure in the current year as detailed below:

Earnings - Rs. 7,16,48,334/*

Expenditure-Rs. 7,17,14,833 /-

15. Board of Directors:

a) Composition of the Board

As on 31st March 2023, the strength of the Board of Directors was 3. The composition of the Board as on 31st March 2023 is as under:

Name of the Director	Designation	Date of aDDointment
Kalandan Mohammed Haris	Director	27/02/2015
Kalandan Mohammed Althaf	Director	27/02/2015
Bibi Hajira	Director	27/02/2015

b) Proposed reappointment of Director by rotation

Mr. Kalandan Mohammed Althaf (DIN: 03051103) Director, retiring by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

c) Changes in the Board of Directors during 2022-23

There were no changes in the composition of the Board of directors during the year.

16. Number of meetings of the Board of Directors

The Board of Directors met 7 times in the financial year 2022-2023 which is on

12.05.2022, 17.05.2022, 10.06.2022, 16.08.2022, 22.09.2022, 23.11.2022, and

16.02.2023. The maximum interval between any two meetings did not exceed 120 days as specified under sub-section (1) of section 173 of the Companies Act 2013.

17. Particulars of loans, guarantees or investments under section 186

There are no loans given, guarantees provided or investments made by the Company as per sub-section (2) of Section 186 of the Companies Act 2013. However the company had subscribed vide board resolution for 25,500 equity shares of Rs. 10/- each i.e., 51% of the paid up capital of the Shipwaves Container Lines Private Limited bearing CIN: U51900MH2022PTC384743 resulting in Shipwaves Container Lines Private Limited being the subsidiary company of the company. However the company is yet to invest in the said Shipwaves Container Lines Private Limited, and the material effect of Holding- Subsidiary relation is yet to be established.

18. Particulars of contracts or arrangements with related parties:

During the period under review, there are contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, however certain Arms length transactions are disclosed in Form AOC -2 attached to this report.

19. Risk management policy

Company is regularly reviewing the overall business conditions as well as industrial scenario to cover the risk pertaining to the current business of the company.

20. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, 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 the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

(e) 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.

21. Compliance under Secretarial Standard

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

22. Cost Records

The company was not required to maintain the cost records as required under subsection (1) of section 148 of the Companies Act, 2013

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contract/indirect employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC)

which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

During the year ended 31^st March, 2023 the Internal Complaints Committee has not received any complaints pertaining to sexual harassment,

24. Internal Financial Control over financial statements (IFCFR1

The company has adequate internal financial controls with reference to financial statements (IFCFR) that commensurate with the size and operations of the company.

25. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year aionqwith their status as at the end of the financial year.

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review,

26. The details of difference between 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 along with the reasons thereof.

There was no one time settlement made during the year under review hence, no valuation was done.

27. Acknowledgements

The Directors wish to place on record their appreciation to the wholehearted help, cooperation and hard work, the Company has received from the stakeholders of the Company.

DIRECTOR	DIRECTOR
KALANDAN MOHAMMED HARIS	KALANDAN MOHAMMED ALTHAF
DIN:03020471	DIN:03051103