Shipwaves Online Ltd

Tax assessment outcome

• NFAC order dated 29 September 2026 upholds additions for AY 2024-25.
• Disallowances: gratuity ₹23,86,817 and depreciation on intangible assets ₹2,20,97,696.
• Total income assessed ₹5,27,52,043; returned ₹2,82,67,530.
• Tax demand ₹72,67,470; penalty proceedings under Section 270A(9) initiated but not adjudicated.
• Appeal dismissed; penalty initiation grounds deemed premature.

GST show cause for FY2022-23

• Show Cause Notice dated 29 September 2026 under GST laws.
• Discrepancies cited relate to ITC, reverse charge, credit notes, and other incomes.
• Proposed total dues ₹1,91,92,289 comprising tax ₹1,11,55,820, interest ₹69,20,887, and tentative penalty ₹11,15,582.
• Penalty is tentative and subject to adjudication.
• Case pertains to GST audit for FY2022-23 by Maharashtra Department.

AGM Details

• 11th AGM held on 30 September 2026 at 3:00 PM IST via VC/OAVM.
• Meeting duration 3:00 PM to 3:39 PM IST, including e-voting.

Key Resolutions

• Ordinary: adopt standalone and consolidated financial statements for year ended March 31, 2026.
• Ordinary: re-appoint director retiring by rotation, Haris.
• Ordinary: re-appoint director retiring by rotation, Arif.
• Special: approve loans, guarantees or security under Section 185.
• Ordinary: approve material related party transactions with Shipwaves Online LLC.
• Ordinary: approve material related party transactions with Mukka Proteins Limited.
• Special: issue convertible warrants on a preferential basis.

Voting Status

• Resolution 1: outcome to be declared after Scrutinizer's report.
• Resolution 2: outcome to be declared after Scrutinizer's report.
• Resolution 3: outcome to be declared after Scrutinizer's report.
• Resolution 4: outcome to be declared after Scrutinizer's report.
• Resolution 5: outcome to be declared after Scrutinizer's report.
• Resolution 6: outcome to be declared after Scrutinizer's report.
• Resolution 7: outcome to be declared after Scrutinizer's report.

Director Changes

• Directors Kalandan Mohammed Haris and Kalandan Mohammad Arif retire by rotation; eligible for re-appointment.

Auditors

• No auditor appointment or change disclosed at AGM.

Related Party Transactions

• Material RPT with Shipwaves Online LLC approved; nature and value not disclosed.
• Material RPT with Mukka Proteins Limited approved; nature and value not disclosed.

Shipwaves Online Ltd trading window closed from 1 October 2026 till 48 hours after the declaration of financial results for the half year ending 30 September 2026

Issue details

• Proposed issue of 3,33,20,000 convertible warrants at Rs 4.50, aggregating Rs 14.99 crore.
• In-principle approval sought from stock exchanges and shareholder approvals.
• Application submitted to BSE for in-principle approval.
• Subject to required statutory, regulatory approvals under applicable laws.

Unregistered-email shareholders communications

• Dispatch to shareholders without registered emails provides a weblink to Annual Report FY2025-26 and AGM notice.
• 11th AGM to be held on 30 September 2026 at 3:00 PM IST via VC/OAVM.
• Notice and Annual Report will be sent electronically to shareholders with registered emails as on 4 September 2026.
• Weblink to access Annual Report 2025-26 is provided in the letter.
• Register missing KYC details; forms downloadable from company and RTA Cameo portals.
• Annual Report PDF link: https://www.shipwaves.com/documents/investors/annual-reports/Annual%20Report%202025-26.pdf

Financial snapshot

• Consolidated revenue from operations: ₹92.87 crore.
• Standalone revenue from operations: ₹65.01 crore; PAT ₹1.68 crore.
• IPO completed; listed on BSE SME on 17 December 2025.
• Dividend for FY25-26 not recommended; EPS consolidated ₹0.33; standalone ₹0.16.

Business model & footprint

• Two verticals: Digital Freight Forwarding and Enterprise SaaS.
• 8-country footprint across India, UAE, Brazil, Germany, Belgium, Hungary, Fiji, South Africa.
• UAE accounts for over half of annual bookings.

IPO & capital structure

• IPO of 4,69,60,000 shares at ₹12 per share.
• Proceeds earmarked for working capital, subsidiary funding, debt repayment, and general corporate.

Dividends, reserves & CSR

• Dividend policy disclosed; no dividend declared for FY25-26.
• Reserves transferred: nil; CSR spend ₹8.81 lakh; 2% average net profit; ₹0.50 lakh carry forward.

Governance & compliance

• Board comprised of eight directors as of 31 Mar 2026.
• KMP changes post-March 2026: CFO and Company Secretary appointments; CFO appointed 7 Jul 2026.
• Secretarial audit flagged two observations; management committed corrective actions; penalty paid.
• Statutory auditors: Shah & Taparia; internal auditor: Sirajuddin; three board committees.

Related party transactions & subsidiaries

• Material RPTs with Shipwaves Online LLC and Mukka Proteins Limited; approvals up to ₹100 crore.
• RPT governance: Audit Committee reviews; arm's length terms.

Subsidiary performance

• Shipwaves Online LLC (Dubai) turnover ₹30.89 crore; net profit ₹2.28 crore.

Outlook & AGM

• Outlook positive on India growth, digital logistics; expansion into MENA.
• AGM: 11th on 30 Sep 2026 via VC/OAVM; remote e-voting 27-29 Sep 2026.

Order details

• Awarding entity: Tata UK Limited (international).
• Nature and scope: Centralized digital platform for tracking and monitoring global shipments (ocean, air, breakbulk, courier).
• Value: USD 55,800 (Rs 53,30,016 approx.).
• Execution period: Three years.
• Promoter/group interest: None; related party transaction: No.