Iware Supplychain Services Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

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

1. Financial Results:

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

(Amounts in

Lakhs)

Particulars	Amount as	Amount as
	at	at
	31.03.2026	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	2.68	-
period
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 Company''s 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 Company''s 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 Company''s 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 31^st 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
Company''s website. The Statement of Deviation(s) or Variation(s) is available on the
Company''s 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 Company''s 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 Company''s 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 30^th 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 26^th 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 31^st 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 30^th 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 26^th 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 30^th 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 31^st 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 8^th Annual General Meeting held
on 26^th 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 31^st 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 13^th 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 31^st 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 13^th 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 29^th 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 30^th August, 2025.

Further, Mr. Manoj Bhawsar joined the Company as the Chief Operating Officer (coo)
with effect from 2^nd 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 31^st March, 2026 up to the date of this Report.

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 9^th
April, 2025, 16^th April, 2025, 21^st April, 2025, 22^nd April, 2025, 2^nd May, 2025, 12^th May, 2025,
30^th June, 2025, 29^th August,2025, 27^th October, 2025, 9^th 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.

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	1	1
	(appointed on 09/01/2026)

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.

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 21^st April, 2025, 12^th May, 2025, 30^th June, 2025, 29^th August
2025, 27^th October,2025, 9^th January, 2026, 11^th 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

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 12^th May, 2025, 30^th June, 2025, 29^th August,

2025, 9^th 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 12^th May, 2025, 9^th 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 12^th May, 2025 and
30^th 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 12^th
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 Committee	in
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 26^th September, 2025. It is further reported that during the year
under review, one Extra-ordinary General Meeting of the members were held on 13^th
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 company’s 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 company’s 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 company’s 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 company''s equity shares and prohibits the purchase or sale of the
company’s 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 company’s 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 company’s 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 company’s 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 company’s website mandated formulation
of certain policies for all the listed companies. The said policy is available on the
company’s 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 31^st 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.

Pa rticula rs of loa ns. gua ra ntees or investments

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 arm’s length basis and were in the ordinary course of business and as per
the Related Party Transaction’s 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 arm’s 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 31^st 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
company’s 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 Company''s 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 company’s 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 company’s 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 Board’s 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 company’s 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 company’s 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: 15^th July, 2026

---

Mar 31, 2025

The Directors have pleasure In presenting their Eighth Annual Report together with Audited
Financial Statements for the Financial Year ended 31^st March, 2025.

1. Financial Results:

The Financial performance of the Company for the year ended 31^st March, 2025 is summarized
below;

(Amounts in Lakhs)

Particulars	Amount as at 31.03.2025	Amount as at 31.03.2024
Revenue from Operation	8582.25	5870.63
Other Income	28.72	6.22
Total Income	8610.96	5876.86
Total Expenditure	7525.60	5341.27
Profit / (Loss) for the year before Taxation	1085.36	535.59
Less: Provision for Taxation
Current Tax	332.94	148.32
Excess provision of Tax of prior period	-	-
Deferred Tax Liability / (Asset)	(49.51)	(30.16)
Prior paid taxes	-	0.47
Profit / (Loss) for the year after Taxation	801.93	416.96
Add: Balance of Profit / (Loss) carried forwarded	-	-
from Last Year
Profit Available for Appropriation	801.93	416.96
Less: Proposed Dividend	-	-
Interim Dividend	-	-
Provision for Dividend Tax	-	-
Transferred to General Reserve	-	-
Closing Balance of Profit & Loss Account	801.93	416.96

Performance Review and Future outlook of the Company:

During the financial year ended March 31, 2025, your Company achieved significant growth in its
operations. The Revenue from Operations increased to ^8,582.25 Lakhs as compared to ^5,870.63
Lakhs in the previous year, registering a growth of around 46%. Other Income stood at ^28.72
Lakhs as against ^6.22 Lakhs in the previous year.

The Total Income of the Company for FY 2024-

Lakhs in the previous year. The Company''s Total Expenditure was ^7,525.60 Lakhs as against

-24.

As a result, the Profit before Tax rose sharply to ^1,085.36 Lakhs compared to ^535.59 Lakhs in
the previous year. After providing for Current Tax, Deferred Tax and prior period taxes, the Profit
after Tax (PAT) stood at ^801.93 Lakhs, reflecting an increase of 92% over the previous year’s
PAT of ^416.96 Lakhs.

This strong performance was driven by enhanced operational efficiencies, Improved customer
base, effective cost management, and favorable market dynamics.

Future Outlook:

During the year under review, your Company successfully raised funds of ^2,713.20 Lakhs
through its Initial Public Offering (IPO). The proceeds from the IPO are being deployed towards
Setting up of an Industrial Shed at Chadvada Bhachau, Kutch, Gujarat, which are under progress
and upon completion will enhance the Company’s operational infrastructure and capacity.

The commissioning of the proposed industrial shed and efficient deployment of IPO funds are
expected to significantly contribute towards business expansion, improved productivity, and long¬
term value creation.

With a robust financial position, enhanced infrastructure plans, and focus on efficient working
capital management, your Company is well-positioned to capitalize on growth opportunities in the
logistics and supply chain sector. The management remains confident of achieving sustainable
growth in the coming years while continuing to create value for its shareholders and stakeholders.

Dividend:

Owing to the growing business needs and the necessity to plough back the profits in the business,
your Directors do not recommend dividend for the year under report.

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.

Material changes and commitments, if any, affecting the Financial position of the Company
which have occurred between the end of the Financial Year of the Company to which the
Financial Statements relate and the date of this Report

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 up to the date of this report except the increase in the authorized share
capital, issue and allotment of equity shares on Initial Public Offering (IPO) of equity shares as
described hereinbelow.

Share Capital
Authorized Share Capital

During the year under review, approval was accorded the members by special resolution at the
Annual General Meeting (AGM] held on 23^rd September, 2024, for increase in the authorized share
capital of the company from Rs.1,00,000/- (Rupees One Lakh] divided into 10,000 equity shares of
Rs. 10/- each to Rs.12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs] divided into 1,25,00,000
equity shares of Rs.10/- each by amendment in Clause V of the Memorandum of Association of the
company.

Bonus Issue

During the year under review, as approved by the members by special resolutions at the Extra¬
Ordinary General Meeting (EGM) held on 25^th September, 2024, Total 78,50,000 (Seventy Eight
Lakhs Fifty Thousand equity shares of Rs.10/- each issued and allotted as bonus shares to those
members, whose names were appearing in the register of members on the record date i.e. 27^th
September, 2024, in the ration of 785:l[i.e. 785 fully paid bonus equity shares for 1 equity shares
held] by capitalizing Rs. 7,85,00,000/- (Rupees Severn Crore Eighty-Five Thousand] from the
balance of the Free Reserve and Surplus of the Company.

Conversion of the Company

During the year under review, the Company was converted from a Private Limited Company to a
Public Limited Company pursuant to the approval of the Members at the Extra-Ordinary General
Meeting held on 15th October, 2024. Accordingly, the name of the Company has been changed
from “Iware Supplychain Services Private Limited" to “Iware Suppiychain Services Limited."
Further, in line with the requirements of a Public Limited Company, a new set of Articles of
Association was adopted by the Members at the said EGM. All requisite filings with the Registrar of
Companies and other statutory authorities have been duly completed in this regard.

Initial Public Offering

The initial public offering [the issue] of the equity shares of the company offering 28,56,000 Equity
Shares of Face Value ^10 each at the issue price of Rs. 95/- per equity share [i.e. at the premium of
Rs.85/- per equity share] aggregating 2,713.20 Lakhs was opened for 3 days from 28^th April, 2025
to 30^th April, 2025. The objects of the issue were funding capital expenditure towards project for
Setting-up Industrial Shed at Chadvada Bhachau, Kutch, Gujarat, funding of the additional working
capital requirements and general corporate purposes. The issue had received overwhelming
response from the investors and was oversubscribed. The 28,56,000 equity shares were issued
and allotted to the successful applications on 2^nd May, 2025.

Listing on National Stock Exchange of India Limited - EMERGE Platform

Post the Initial public offering of the equity shares as above, total 1,07,16,000 equity shares of the
company were listed on the National Stock Exchange of India Limited EMERGE Platform-NSE
EMERGE- and trading had commenced w.e.f. 6^th May, 2025. The Stock Code is: IWARE and the ISIN is
INE1AII01014.

Paid up Share Capital

As on 31^st March, 2024 and on the date of this report, the paid-up share capital of the company is Rs.
10,71,60,000/- divided into divided into 1,07,16,000 equity shares of Rs.10/- each.

Significant and Material Orders:

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.

Auditors and their Reports
Statutory Auditors

During the financial year 2023-24, at the Sixth Annual General Meeting held on 30^th September, 2 02 3,
pursuant to the recommendations of the Board of Directors, the members had by ordinary resolution
appointed, JAYAM & ASSOCIATES LLP, Chartered Accountants as the Statutory Auditors of the
company for 5 years from the financial year 2023-24 to the financial year 2027-28.

The Statutory Auditors’ Report for the year under review i.e. Financial Year 2024-25, does not contain
any qualifications, reservations or adverse remarks. Further, in terms of Section 143 of the Companies
Act,2013 read with Companies [Audit & Auditors] Rules, 2014, as amended, no fraud has been
reported by the Statutory Auditors of the Company, where they have reasons to believe that an offence
involving fraud is being or has been committed against the company by its officers or employees.

Cost Records and Cost Audit

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.

Internal Audit

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.

Secretarial Auditor

During the current year, as required under the provisions of Section 204 [1] of the Companies Act,
2013 [the Act] and the Rules made thereunder the Board had appointed M/s. Jigar Trivedi & Co.,
Practicing Company Secretary, having Peer Review Certificate No. 2278/2022 issued by the Institute
of Company Secretaries of India, as the Secretarial Auditor for the secretarial audit for the financial
year 2024-25 ended 31^st March, 2025.

The Secretarial Audit Report given by M/s. Jigar Trivedi & Co., Practicing Company Secretary is
attached herewith as Annexure-1. It is informed that the report does not contain any qualification,
reservation or adverse remarks or disclaimer, that may call for any explanation under Section 134 of
the Act from the Board.

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

During the year under review and on the date of this report, the composition of Board of Directors of
the company is in compliance with the provisions of Section 149 and other applicable provisions of the
Companies Act, 2013 and the Rules made thereunder, the Articles of Association of the company as
also the applicable provisions, if any, of the SEBI [Listing Obligations and Disclosures Requirements]
Regulations, 2015, as amended.

During the year under review, the shareholders at the Annual General Meeting held on 23rd
September, 2025, appointed Mrs. Divya Vikas Tanwar (DIN: 10628653] as a Non-Executive Director of
the Company with effect from 23^rd September, 2025. Her office shall be liable to retirement by
rotation.

Further, the shareholders at the Extra-Ordinary General Meeting held on 25^th September, 2024,
approved the appointment of Mr. Krishna Kumar Tanwar, Director, as the Managing Director of the
Company for a period of five years commencing from 25^th September, 2024 to 24^th September, 2029,
whose office shall also be liable to retirement by rotation. At the same meeting, the shareholders also
approved the appointment of Mr. Rajnish Gautam, Director, as the Chairman & Whole-Time Director of
the Company for a period of five years commencing from 25th September, 2024 to 24th September,
2029, whose office shall also be liable to retirement by rotation.

Independent Directors

It is reported that during the year under review, the members had at the extra-ordinary general
meeting held on 29th November,2024, resolved by special resolutions to Appoint Mr. Lakshman

Thakur (DIN: 10806390] and Mr, Sarang Vlshnupant Jagtap (DIN: 05215971] as Independent
Directors (Non- Executive] of the company for a term of five consecutive years commencing from 29^th
November, 2024 to 28^th November, 2029,

It is reported that both Mr, Lakshman Thakur and Mr, Sarang Vishnupant Jagtap, [ the Independent
Directors]- have given declaration that [a] they meet the criteria of independence as laid down under
Section 149[6] of the Companies Act, 2013 [the Act] and Regulation 25[8] read with Regulation 16[1]

[b] of the SEBI [Listing Obligations and Disclosures Requirements] Regulations , 2015, as amended and
[b] they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act, It
is also reported that in the opinion of the Board the Independent Directors are independent of the
management and there has been no change in the circumstances affecting their status as Independent
Directors of the company,

Disclosures by Directors

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,

Director retiring by rotation

At the ensuing Eighth Annual General Meeting, pursuant to the provisions of Section 152 [6] of the
Companies Act, 2013 and the applicable provisions of the Articles of Association of the company, Mrs,
Divya Vikas Tanwar, Director (DIN: 10628653] retires by rotation and being eligible has offered
herself for reappointment, The proposal for consideration by the members for reappointment of Mr,
Divya Vikas Tanwar as Director retiring by rotation is included as ordinary business in the notice
dated 29 ^th August, 2025 convening the Eighth Annual General Meeting,

Appointments and changes in the Key Managerial Personnel

It is reported that during the year under review:

[a] Ms, Twinkle Tanwar was appointed as the Chief Executive Officer w,e,f, 12^th September, 2024

[b] Mr, Gagan Kumar Varma was appointed as the Chief Financial Officer w,e,f, 28^th September, 2024,

[c] Ms, Sweta Sharma, appointed as the Company Secretary and Compliance Office w,e,f, 30^th
November, 2024 had resigned from the services of the company w,e,f, 30th June, 2025,

[d] Ms, Alka Kumari was appointed as the Company Secretary and Compliance Officer of the company
w,e,f, 1^st July, 2025,

It Is further reported that from the close of the year under review and up to the date of this report
there are no changes in the Key Managerial Personnel.

Meetings of the Board of Directors

During the year under review, 12 meetings of the Board of Directors were held on 22^nd April, 2024,
29^th April, 2024, 11^th June, 2024, 5^th August, 2024, 09^th September, 2024, 12^th September, 2024, 28^th
September, 2024, 27^th November, 2024, 30^th November, 2024, 10^th December, 2024, 31^st December,
2024, 1^st March, 2025 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	12	12
2	Mr. Rajnish Gautam, Chairman & Whole-Time Director	12	12
3	Mrs. Divya Vikas Tanwar, Non-Executive Director (appointed on 23/09/2024)	6	5
4	Mr. Mr. Lakshman Thakur, Independent Director (appointed on 29/09/2024)	4	3
5	Mr. Sarang Vishnupant Jagtap, Independent Director (appointed on 29/09/2024)	4	3

Committees of the Board
Audit Committee

The Audit Committee of the Company was constituted on 30 ^th November, 2024 in accordance with the
provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of
the Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, along with other applicable guidelines

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, one (1) meeting of the Audit Committee was held on 10^th December, 2024.

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 Committee	in	Meetings held	Meetings attended
Mr. Sarang Vishnupant Jagtap, Independent Director	Chairman		1	1
Mr. Lakshman Thakur, Independent Director	Member		1	1 .

Mr. Krishnakumar Jagdishprasad Tanwar,	Member	1	1
Managing Director

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted on 30^th November,
2024 in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6
of the Companies (Meetings of the Board and its Powers] Rules, 2014 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements] Regulations, 2015, along with other applicable
guidelines. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

During the year under review, one (1] meeting of the Nomination and Remuneration Committee
was held on 30^th November, 2024.

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. Sarang Vishnupant Jagtap, Independent Director	Chairman	1	1
Mr. Lakshman Thakur, Independent Director	Member	1	1
Mrs. Divya Vikas Tanwar, Non-Executive Director	Member	1	1

Stakeholders'' Relations Committee

The Stakeholders’ Relationship Committee was constituted on 30^th November, 2024 by the Board
of Directors in compliance with the provisions of Section 178(5] of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015,
along with other applicable guidelines. The Company Secretary & Compliance Officer acts as the
Secretary to the Committee.

During the year under review, one (1] meeting of the Stakeholders’ Relationship Committee was
held on 30^th November, 2024.

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. Sarang Vishnupant Jagtap, Independent Director	Chairman	1	1
Mr. Lakshman Thakur, Independent Director	Member	1	1
Mr. Krishnakumar Jagdishprasad Tanwar, Managing Director	Member	1	1

CSR Committee

During the year under review, the Board constituted the Corporate Social Responsibility (CSR]
Committee on 1^st March, 2025, in accordance with the provisions of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy] Rules, 2014. During the year, one
meeting of the CSR Committee was held on 21^st March, 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	1	1
Mr. Divya Vikas Tanwar, Non- Executive Director	Member	1	1
Mr. Krishnakumar Jagdishprasad Tanwar, Managing Director	Member	1	1

Management Committee

During the financial year 2025-26, the Board, at its meeting held on 12th May, 2025, constituted a
Management Committee for taking decisions on various administrative matters as below.

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

During the year under review, no meeting of the Management Committee was held.

General Meetings

It is reported that during the year under review, Seventh Annual General Meeting of the members was
held on 23^rd September, 2024. It is further reported that during the year under review, five Extra¬
ordinary General Meetings of the members were held on 22^nd April, 2024, 25^th September, 2024, 15^th
October, 2024, 29^th November, 2024 and 11^th December, 2024.

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
company’s 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 company’s 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 company’s 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 company''s equity shares and prohibits
the purchase or sale of the company’s 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 company’s 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 company’s
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 company’s 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 company’s website mandated formulation of certain policies for all the listed companies. The
said policy is available on the company’s 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 (10)(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, 2025 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.

Particulars of loans, guarantees or investments

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

During the year under review, the transactions entered into with the related party, as per the
provisions of Section 2 [76] and Section 188 of the Companies Act,2013 [the Act] and Rule 15 of the
Companies [Meetings of Board and its Powers] Rules, 2014 [the Rules] , were in the ordinary course of
business, on arm’s length basis and were in the interest of the company and the proposal was
presented before the Board with all the details and specifying the nature, value and terms and
conditions of the transactions and recommendations of the Audit Committee and was approved by
them. Also, the members had at the twentieth annual general meeting held on 22nd April, 2024
approved the arrangements along with the terms and conditions, for entering into transactions with
the related party. As required under the provisions of Section 134 [3] [h] of the Act read with Rule 8

[2] of the Companies [Accounts] Rules, 2014, the information regarding the transactions with the
related party are given in Form No. AOC-2 in Annexure- 4 to this Report.

Also, the during the year under review, the Board had at their meeting held on 9th April, 2025, as per
the provisions of Section 2 [76] and Section 188 of the Act and Rule 15 of the Rules, the applicable
provisions, if any of the SEBI [Listing Obligations and Disclosures Requirements Regulations], 2015, as
amended, the Policy on Materiality of Related Party Transactions and on Dealing with Related Party

Transactions and the recommendations of the Audit Committee, approved the proposal for entering
into transactions with the related party for the current financial year i.e. the financial year 2025-26
ending 31st March, 2026 on the terms and conditions which make the transactions in the ordinary
course of business, on arm’s length basis and will be in the interest of the company. It is reported that,
as resolved by the Board, the members at the ensuing eighth annual general meeting are approached
for approval by ordinary resolution for entering into transactions with the related party on the terms
and conditions stipulated by the Board and that the requisite proposal is included as special business
in the notice dated 29th August,2025 convening the eighth annual general meeting.

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 company’s 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

Your company has put in place a well-defined risk management mechanism covering the risk mapping
and trend analysis, risk exposure, potential impact and risk mitigation process. The objective of the
mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them.
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

Pursuant to the provisions of Section 134 [3] [c] read with Section 134 [5] of the Companies Act, 2013
[the Act] your Directors confirm that:

[a] In preparation of the annual financial statements for the financial year ended 31^st March, 2025, the
applicable accounting standards have been followed along with proper explanations relating to
material departures;

[b] the Directors have selected such accounting policies and applied them constantly 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 2024-25 ended 31^st March, 2025 and of the
profit of the company for that period;

[c] the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the company as also
for preventing and detecting frauds and other irregularities;

[d] the Directors have prepared financial statements for the financial year ended 31^st March, 2025 on a
going concern basis;

[e] the Directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively and;

[f] the Directors have devised proper system to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

Internal Controls

Your company has adequate and efficient internal control systems, commensurate with the type and
size of its operations are further supplemented by internal audits regularly carried out by the internal
auditors and review of their reports by the audit committee as also review by the management from
time to time. Your company has put in place proper internal control systems which provide protection
to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal financial controls with reference to financial statements as designed and implemented by
the company which are adequate and commensurate with size, scale and complexities of its
operations. During the year under review, no material or serious observation has been received from
the internal auditors of the company for inefficiency or inadequacy of such controls.

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 N ational 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 2023-24 is available on the website of the
company at https://iware.co.in/investor/ .

Segment-wise Reporting

The company is operating into single reportable segment only.

Disclosures of Accounting Treatment

The financial results for the year under review i.e. the financial year 2024-25, 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 company’s 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 company’s 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 Board’s 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 company’s 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 &
Redressall Act, 2013

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.

Certificate under Regulation 17[8] 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 company’s 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

(Krishna Kumar Tanwar] (Rajnish Gautam]

Managing Director Chairman & Whole- Time Director]

DIN: 03494825 DIN:03494830

Place: Ahmedabad
Date: 29^th August, 2025