Shipwaves Online Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2024

Your Directors have pleasure in presenting their 9^th Annual Report together with Audited
Financial Statements of Accounts for the Financial Year ended 31^st March, 2024.

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

(In Rupees- In ''000s)

S No.	Particulars	2023-2024	2022-2023
1.	Gross Revenue	6,56,101.19	6,94,893.08
2.	Profit /loss Before Finance Costs and Depreciation	71,222.99	42,433.13
3.	Finance Costs	17,899.09	11,719.71
4.	Profit/loss after Finance Charges before depreciation	53,323.90	30,713.42
5.	Provision for Depreciation	15,810.67	317.06
6.	Net Profit/(loss) Before Tax	37,513.23	30,396.36
7.	Provision for Tax/(Deferred tax)	9557.63	7,985.49
8.	Net Profit/(loss) After Tax	27,955.60	22,410.87

2. Details Of Subsidiary, Joint Venture or Associate Companies

The details of subsidiary, joint venture or associate companies are as follows:

SI. No.	Name of the Company	CIN	Subsidiary/JV/ Associate	Date of becoming
1.	Shipwaves Online LLC	-	Subsidiary	02-01-2024

The company had subscribed vide board resolution for 25,500 equity shares of Rs. 10/-
each i.e., 51% of the paid up capital of the Shipwaves Container Lines Private Limited
bearing CIN: U51900MH2022PTC384743 resulting in Shipwaves Container Lines Private
Limited being the subsidiary company of the company. However since Shipwaves
Container Lines Private Limited has failed to commence its business within one year of

its incorporation due to some unavoidable circumstances (including but not limited to
supply chain and logistics issues) the subscribers to the memorandum had not paid the
subscription amount. Accordingly, Shipwaves Container Lines Private Limited had filed
for striking off the name of the Company from the Register of Companies, Mumbai which
was duly approved on 30-12-2023.

Further, the brief note on the performance of the Subsidiaries Company is as follows:
Performance of Subsidiary Company- Shipwaves Online LLC

(in Rupees)

SI. No.	Particulars	2023-24
1.	Gross Revenue	38,92,07,192.90
2.	Profit Before Finance Costs and Depreciation	4,48,37,856.03
3.	Finance Costs	54,70,063.97
4.	Profit after Finance Costs before depreciation	3,93,67,792.05
5.	Provision for Depreciation	44,10,768.12
6.	Net Profit Before Extraordinary Items and Tax	3,49,57,023.93
7.	Less: Extraordinary Items	Nil
8.	Net Profit Before Tax	3,49,57,023.93
9.	Provision for Tax	Nil
10.	Net Profit After Tax	3,49,57,023.93

3. Dividend

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

4. Reserves

For the financial year ended 31^st March 2024, the Company has not transferred any sum
to Reserves.

5. Brief description of the Company''s working during the vear/State of
Company''s affair

The Company has earned total Revenue including other income of Rs. 6,56,101.19/- (In
Thousands) during the current year as against Rs. 6,94,893.08/- (In Thousands) during

the previous year. The Net profit of the Company for the current year is Rs. 27,955.60/-

(In Thousands) as against the Net profit of Rs. 22,410.87/- (In Thousands) for the
previous year.

6. Change in the nature of business, if any

No Change in the nature of business of the company during the period under review.
However the shareholders vide special resolution in the Extra-Ordinary General Meeting
dated 16^th June 2023 have adopted Memorandum of Association as per Schedule I (Table
A) of the Companies Act, 2013 and have also amended the Clause 3A being the main
object clause of the Memorandum of Association by inserting the following Sub-clause 5
and 6:

5. To establish, manage, carry on the business of operation and maintenance of
warehouses, cold storage units, refrigerated vehicles, integrated cold chain
facilities, and other necessary infrastructures for the storage, handling, and
transportation, import, export of temperature-sensitive goods, perishable items,
pharmaceuticals, agro, animal, floriculture, forestry, food and seafood products
and other related products.

6. To offer customized solutions for the preservation and transportation of goods at
controlled temperatures, catering to the specific requirements of various
industries, including agriculture, horticulture, food processing, healthcare, and
logistics and to set up integrated cold chain facility’s operations in association
with similar service providers operating globally.

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

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

8. Share capital:

There were no changes in the Share Capital of the company during the year under
review.

The Board of directors in their meeting held on 30th September 2023 and the
shareholders of the Company in their meeting held on 10th November 2023 have
approved the reclassifications of Mr. Kalandan Mohammad Arif & Mr. Abid AM as the
promoters of the company.

9. Details of significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company''s operations in
future

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

10. Deposits

During the period under review the company has not accepted any deposit pursuant to
section 73 of the Companies Act 2013.

11. Statutory Auditors

The Board of Directors of the Company in their meeting dated 22.07.2024 appointed
Shah & Taparia, Chartered Accountants, Mumbai (Firm Registration No.: 109463W), as
statutory auditors of the company to fill the casual vacancy caused by the resignation of
Mr. Vijayakumar Shetty, Chartered Accountant, Mangalore (Membership No: 203935),
statutory auditors of the company. The Board recommends to appoint Shah & Taparia,
Chartered Accountants, Mumbai (Firm Registration No.: 109463W), as the statutory
auditors of the company who shall hold office from the ensuing Annual General Meeting
till the conclusion of the Annual General Meeting to be held in the year 2029.

12. Auditors'' Report

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

• The company has sanctioned working capital limits excess of five crores, in
aggregate from banks on the basis of Security of current asset. The company
has Filed quarterly returns or statements with such bank and the variation in the
amount reported and balances as per books is as under:

Balance of Debtors

Month	Balance as per books	Balance reported to bank	Difference
June-23	1572.05	2273.00	(700.95)
Sept-23	1459.92	1928.00	(468.08)
Dec-23	1373.20	2602.00	(1,228.80)
Mar-24	2156.49	2857.00	(700.51)

Balance of Creditors

Month	Balance as per books	Balance reported to bank	Difference
June-23	134.58	645	(510.42)
Sept-23	165.51	293	(127.49)
Dec-23	362.54	331	31.54
Mar-24	480.15	518	(37.85)

The board would like to clarify that the difference in statements submitted with
banks and the balance as per books is mainly on account of - a)The Stock
statement was prepared on the basis of provisional numbers. B)The Debtors
reported in the Stock Statement are inclusive of Income Tax refund and other
current assets.

• There were no undisputed amounts payable in respect of Goods and Service tax,
Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service
Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material
statutory dues in arrears as at March 31, 2024 for a period of more than six
months from the date they became payable except:

Name of statute	Nature of dues	Amount (Rs. In Lakhs)	Period which the amount relates	Due date	Date of payment
Karnataka Tax on Professions, Trades, Callings, and Employments Act, 1976	Professional Tax	0.02	April 2023 to September 2023	Multiple dates	07th August, 2024

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

13. Annual return

The draft Annual Return of the Company can be viewed on the Company''s website
https://www.shipwaves.com/

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

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

(i) (A) Conservation of Energy -

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

(B) Technology absorption

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

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

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

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

the beginning of the financial year): — NA

(a) Details of technology imported:

(b) Year of import.

(c) Whether the technology been fully absorbed?

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

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

(Ii) Foreign exchange earnings and Outgo:

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

Earnings - Rs. 9,62,31,224/-
Expenditure-Rs. 7,03,00,134/-

15. Board of Directors:
a) Composition of the Board

As on 31^st March 2024, the strength of the Board of Directors was 3. The composition of
the Board as on 31^st March 2024 is as under:

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

b) Proposed reappointment of Director by rotation

Mr. Kalandan Mohammed Haris (DIN: 03020471) Director, retiring by rotation at the
ensuing Annual General Meeting, being eligible, offers himself for re-appointment. Your
Board recommends his re-appointment.

cl Changes in the Board of Directors during 2023-24

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

16. Number of meetings of the Board of Directors

The Board of Directors met 11 times in the financial year 2023-2024 which is on

21.04.2023, 13.06.2023, 26.06.2023, 01.08.2023, 02.09.2023, 30.09.2023,

31.10.2023, 16.11.2023, 18.12.2023, 04.03.2024 and 23.03.2024. The maximum
interval between any two meetings did not exceed 120 days as specified under sub¬
section (1) of section 173 of the Companies Act, 2013.

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

There are no loans given, guarantees provided or investments made by the Company as
per sub-section (2) of Section 186 of the Companies Act, 2013. However the company
had invested Rs. 2,01,40,500 in Shipwaves Online LLC and Rs. 13,000 in Fiza Global
Agroventures Private Limited.

18. Particulars of contracts or arrangements with related parties:

During the period under review, there are contracts or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013. All related party transactions entered during the year were in
ordinary course of the business and at an arm''s length basis. No Material Related Party
Transaction was entered during the year by your Company. Accordingly, the disclosure
of Related Party Transactions as required under Section 134(3) (h) of the Companies
Act, 2013 in Form AOC-2 is not applicable.

19. Risk management policy

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

20. Directors'' Responsibility Statement

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

(a) In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

21. Compliance under Secretarial Standard

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

22. Cost Records

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

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

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

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

During the year ended 31^st March 2024 the Internal Complaints Committee has not
received any complaints pertaining to sexual harassment.

24. Internal Financial Control over financial statements (IFCFR)

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

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

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

26. The details of difference between amount of the valuation done at the time
of one time settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof.

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

27. Acknowledgements

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

For and on behalf of the Board of Directors

PLACE: MANGALORE
DATE: 30.09.2024

DIRECTOR DIRECTOR

KALANDAN MOHAMMED HARIS KALANDAN MOHAMMED ALTHAF

DIN: 03020471 DIN:03051103