Directors Report of Indus Aluminium Recyclers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 39^th (Thirty Ninth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ("FY") ended on 31^st March, 2025.

FINANCIAL RESULTS:

(Rs. in Lakhs)
PARTICULARS	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
Revenue from Operations	1997.56	0
Other Income	113.7	0
Total Revenue	2110.73	0
Total Expenses	2036.89	16.41
Earnings before Interest, Tax, Depreciation & Amortization	76.35	(16.41)
Finance Cost	2.50	0.00
Depreciation	0.00	0.00
Profit Before Tax	(73.85)	(16.41)
Payment & Provision of Current Tax	0.00	0
Deferred Tax Expenses/(Income)	0.00	0
Profit After Tax	47.96	(16.41)

STATE OF COMPANY''S AFFAIRS:

During the year under review, your company recorded Rs. 1997.56 Lakhs as compared to Rs. Nil of Previous Financial Year. The Net Profit for FY 2024-25 is ^47.96 lakhs as compared to Net Loss of Rs. (16.41) Lakhs of Previous Financial Year.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

CHANGE OF NAME OF THE COMPANY

The Company has changed its name from Containerway International Limited to Indus Aluminum Recyclers Limited.

DIVIDEND:

In order to conserve the profit for future years, the company do not recommend dividend for the financial year 2024-25.

TRANSFER TO RESERVES:

During the period under review, the Company has not transferred any profit to reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company''s website at https:/ /www.containerway.co.in/

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:

The following are the material changes and commitments, which affect 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:

CHANGE IN ATUHORISED SHARE CAPITAL:

• Company Increase its Authorised Share Capital

From: Rs. 6,75,00,000/- (Rupees Six Crores Seventy-Five Thousand only) divided into:

(i) 69,00,000 (Sixty-Nine Lakh) equity shares of Rs. 5 (Rupees Five Only) each, amounting to Rs. 3,45,00,000 (Rupees Three Crores Forty-Five Lakh Only); and

(ii) 33,00,000 (Thirty-Three Lakh) 0.01% Non-Convertible Redeemable Preference Shares of Rs. 10 (Indian Rupees Ten Only) each, amounting to Rs. 3,30,00,000 (Rupees Three Crore Thirty Lakh Only).

To: Rs. 20,00,00,000 (Rupees Twenty Crores only) divided into:

(i) 3,34,00,000 [Three Crore Thirty-Four Lakhs] equity shares of Rs. 5/- (Rupees Five only) eacsh, amounting to Rs. 16,70,00,000 (Rupees Sixteen Crores Seventy Lakhs Only); and

(ii) 33,00,000 (Thirty-Three Lakh) 0.01% Non-Convertible Redeemable Preference Shares of Rs. 10 (Rupees Ten Only) each, amounting to Rs. 3,30,00,000 (Rupees Three Crore Thirty Lakh Only) vide Extra-Ordinary General Meeting held on Thursday, 25th July, 2024 through Special Resolution

As a result of the above changes, the Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 3,34,00,000 (Three Crore Thirty-Four Lakhs) Equity Shares of Rs. 5/- (Rupees Five only) each and 33,00,000 (Thirty-Three Lakh) Preference Shares of Rs. 10 (Rupees Ten Only) each.

CHANGE IN PAID-UP SHARE CAPITAL:

• The company issued 50,35,000 Equity Shares at a price of Rs.20.00 (Rupees Twenty) per Equity Share including a premium of Rs.15.00 (Rupees Fifteen) per Equity Share, aggregating to Rs.1,71,03,305 (Rupees One crore seventy-one lakh three thousand three hundred five Only) to Non promoter/Public Category of the company, on a preferential and private placement basis, as approved in the Extra-Ordinary General Meeting held on Thursday, 25^th July, 2024 through Special Resolution and Board Meeting for Allotment held on 27^th August 2024.

• The company issued 34,20,661 Convertible Warrants exercisable into Equity Shares at an issue price of Rs. 20.00- per Convertible Warrant upon receipt of upfront payment of 25% of Issue Price aggregating Rs.1,71,03,305(Rupees One crore seventy-one lakh three

thousand three hundred five Only.). Each Convertible Warrant carries a right to subscribe to 1 (one) equity share of face value of Rs.5.00/- each of the Company at a premium of Rs.15.00/- per equity share, any time within a period of 18 months from the date of allotment, in one or more tranches, as approved in the Extra-Ordinary General Meeting held on Thursday, 25^th July, 2024 through Special Resolution and Board Meeting for Allotment held on 27^th August 2024.

As a result of the above changes, the Paid-up Share Capital of the Company now stands at Rs. 5,78,61,000/- (Rupees Five Crore Seventy-Eight Lakhs Sixty-one Thousand) and on fully diluted basis stands at Rs.7,49,64,305/- (Rupees Seven Crore Forty Nine Lakhs Sixty-Four Thousand Three Hundred Five).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture. MERGERS AND ACQUISITIONS:

There were no mergers / acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March, 2025 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company Mr. Sanjay Vimalchand Deora (DIN: 01010427) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review, following director were appointed and resigned: Appointment of Director:

During the financial year under review, there was no appointment of Directors on the Board.

However, subsequent to the closure of the financial year, Ms. Niki Nitin Thakkar (DIN: 10663415) was appointed as an Additional Director (Non-Executive, Non-Independent) with effect from 03rd July, 2025, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

Resignation of Director:

During the financial year under review, Mr. Salem Lakshmanan Ganapathi (DIN: 01151727) resigned from the Board of Directors with effect from 08th July, 2024. The Board places on record its appreciation for his valuable contribution during his tenure.

Subsequent to the closure of the financial year:

1. Ms. Sonu Gupta (DIN: 07333591) resigned as a director with effect from 02^nd June, 2025; and

2. Ms. Ila Sunil Trivedi (DIN: 10297697) resigned as a director with effect from 03rd July, 2025.

The Board also records its sincere appreciation for their guidance and support during their association with the Company.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, separate Meeting of Independent Director of the company was held on 10^th May, 2024.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Abhishek Khursija - Company Secretary

2. Mr. Sanjay Deora - Chief Financial Officer

During the period under review, Mr. Sanjay Deora was appointed as the Chief Financial Officer of the Company with effect from 05th September, 2024.

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters. During the year, Twele (12) Board meetings were convened and held on 15.05.2024, 23.05.2024, 29.05.2024, 10.05.2024, 29.06.2024, 02.07.2024, 14.08.2024, 27.08.2024, 05.09.2024, 14.11.2024, 01.01.2025 and 14.02.2025 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

	Name of Director	Designation & Category	No. of Board Meetings attended
	Mr. Salem L. Ganapathi (Resigned w.e.f.08.07.2024)	Executive Director	06
	Mr. Sanket Sanjay Deora (Appointed w.e.f.21.02.2024)	Managing Director	12
	Mr. Sanjay Vimalchand Deora (Appointed w.e.f.21.02.2024)	Chief Financial Officer cum NonExecutive Non-Independent Director	12
	Ms. Sonu Gupta (Resigned w.e.f.02.06.2025)	Non-Executive Independent Director	12
	Mrs. Ila Sunil Trivedi (Resigned w.e.f.03.07.2025)	Non-Executive Independent Director	12
	Ms. Niki Nitin Thakkar(Appointed w.e.f. 03.07.2025)	Non-Executive Independent Director	*N.A (Post financial year)
* Note: Ms. Niki Nitin Thakkar was appointed as a director after the end of the financial year and hence did not attend any Board meetings during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there

under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31^st March, 2025, 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 31^st March, 2025 and of the Profit of the Company for the period ended on 31^st March, 2025.

c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (''IFC'') and that such Internal Financial Controls are adequate and were operating effectively.

f) 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at https://www.containerway.co.in/.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committee''s Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 10^th May, 2024 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individual''s performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website www.containerway.co.in

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.

COMMITTEES:

The composition of the Committees constituted by the Board is provided separately in this Annual Report. As per the applicable provisions, the requirement to annex a Corporate Governance Report is not applicable to the Company.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review 8 (Eight) meetings were held viz 15.05.2024, 23.05.2024, 29.05.2024, 02.07.2024, 14.08.2024, 27.08.2024, 14.11.2024 and 14.02.2025. The Composition and attendance of the Committee s as under:

Name of Member	Designation	Period of Tenure	No. of Meetings attended
Ms. Sonu Gupta	Chairperson	Up to 02.06.2025 (Resigned w.e.f. 02.06.2025)	8
Mrs. Ila Sunil Trivedi	Member	Up to 03.07.2025 (Resigned w.e.f. 03.07.2025)	8
Mr. Sanjay Vimalchand Deora	Member	Since 21.02.2024 (Continuing)	8
Ms. Niki Nitin Thakkar	Chairperson	Appointed w.e.f. 03.07.2025	*N.A (Post financial year)

*Note: Ms. Niki Nitin Thakkar was appointed as a Chairman after the end of the financial year

and hence did not attend any Audit Committee meetings during the year under review.

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Company''s financial report process and the disclosure of its financial information.

• To recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

• To approve the payment to statutory auditors for any other services rendered by the statutory auditors.

• To review, with the management, the financial Statements and Auditor''s Report thereon before submitting to the board for approval.

• To review quarterly, half yearly and Annual Financial results before submission to the Board.

• To review, with Management, the statement of uses/application of funds raised through issue, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter.

• To review and monitor the auditor''s independence and performance, and effectiveness of audit process.

• To approve any subsequent modification of transactions of the listed entity with related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the listed entity, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• To review the adequacy of internal control systems with the management, external & internal auditors.

• To review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

• To look into the reasons for substantial defaults in the payment to the depositors,

• debenture holders, shareholders (in case of non-payment of declared dividends) (in case of non-payment of declared dividends) and creditors.

• To review the functioning of the whistle blower mechanism.

• Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

• Discussion with external auditors about the nature and scope of audit including their observation.

• To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

	During the year under review 2 (Two) meetings was held viz. 15.05.2024 05.09.2024. The Composition and attendance of the Committee is as under:				and
	Name of Member	Designation	Period of Tenure	No. of Meetings attended	year year res, the and
	Ms. Sonu Gupta	Chairperson	Up to 02.06.2025 (Resigned w.e.f. 02.06.2025)	2
	Mrs. Ila Sunil Trivedi	Member	Up to 03.07.2025 (Resigned w.e.f. 03.07.2025)	2
	Mr. Sanjay Vimalchand Deora	Member	Since 21.02.2024 (Continuing)	2
	Ms. Niki Nitin Thakkar	Chairperson	Appointed w.e.f. 03.07.2025	*N.A (Post financial year)
	*Note: Ms. Niki Nitin Thakkar was appointed as a Chairman after the end of the financial and hence did not attend any Stakeholders Relationship Committee meetings during the under review. TERMS OF REFERENCE: The terms of reference of the Stakeholder Relationship Committee are as under: • Redressal of shareholders''/investor''s complaints; • Reviewing on a periodic basis the Approval of Transfer or transmission of sha debentures or any other securities made by the Registrar and Share Transfer Agent • Issue of duplicate certificates and new certificates on split/ consolidation/renewal; • Non-receipt of declared dividends, balance sheets of the Company; and • Carrying out any other function as prescribed under the Listing Compliances. II. Nomination and Remuneration Committee: The Company has constituted a Nomination and Remuneration Committee in terms of requirements of the Companies Act, 2013. During the year under review 3 (Three) meetings was held viz. 14.08.2024, 05.09.2024, 01.01.2025. The Composition and attendance of the Committee is as under:
	Name of Member	Designation	Period of Tenure	No. of Meetings attended
	Ms. Sonu Gupta	Chairperson	Up to 02.06.2025 (Resigned w.e.f. 02.06.2025)	3
	Mrs. Ila Sunil Trivedi	Member	Up to 03.07.2025 (Resigned w.e.f. 03.07.2025)	3
	Mr. Sanjay Vimalchand Deora	Member	Since 21.02.2024 (Continuing)	3
	Ms. Niki Nitin Thakkar	Chairperson	Appointed w.e.f. 03.07.2025	*N.A (Post financial year)

*Note: Ms. Niki Nitin Thakkar was appointed as a Chairman after the end of the financial year and hence did not attend any Nomination and Remuneration Committee meetings during the year under review.

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Company''s Managing/Joint Managing/Whole time / Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company''s policy on specific remuneration packages for Company''s Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

• Such other matters as May from time to time are required by any statutory, contractual or

other regulatory requirements to be attended to by such committee.

IV. Risk Management Committee:

The provisions regarding the Risk Management Committee does not apply to the Company.

V. Corporate Social Responsibility Committee:

The provisions of section 135 of the Companies Act, 2013 does not apply to the Company. AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is attached with the Financial Statements in this Annual Report.

M/ s. Rajeshkumar P. Shah & Co., Chartered Accountants (Firm Registration No. 129110W), were appointed as Statutory Auditors of the Company for a term of five consecutive years

at the 38th Annual General Meeting held in the year 2024. They will continue to hold office until the conclusion of the 43rd Annual General Meeting, in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended March 31, 2025. As required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they continue to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Secretarial Auditors:Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Utkarsh Shah & Co., Company Secretaries in Practice (FCS: 12526, COP: 26241) to conduct the Secretarial Audit for the financial year ended 31^st March, 2025.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31^st March, 2025, is annexed to this Report as Annexure - A. The Secretarial Auditor has made certain observations in the report, and the Board of Directors has taken necessary steps and complied with the same.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 23.05.2025, approved the appointment of M/s. Utkarsh Shah & Co. as the Secretarial Auditors of the Company for a term of five consecutive years, starting from the financial year 2025-26, subject to the approval of the members at the 39^th Annual General Meeting.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

DIVIDEND DISTRIBUTION POLICY

The provisions related to dividend distribution policy uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm''s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Company''s website and can be accessed at www.containerway.co.in

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

LOAN RECEIVED FROM DIRECTORS

During the period under review, the Company has not accepted any unsecured loan from the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2024-25.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Company''s Web Site https://www.containerway.co.in/

With a view to regulate trading in securities by the Directors and Designated Employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Code also covers the policy and procedures for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI. The Code/Policy is available on the website of the Company https://www.containerway.co.in/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25. The details regarding the same is enclosed as ''Annexure - B''.

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

The information pertaining to Conservation of Energy, Technology Absorption, 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 is annexed to this report as ''Annexure - C''.

CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure - D

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) No One Time Settlement:

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

(C) General Shareholders'' Information
	Annual General Meeting:	Thursday, 25th September, 2025 at 04:00 P.M.. through Video Conferencing / Other Audio Visual Means (VC).
	Financial Year:	April 01, 2024 to March 31, 2025
	Record Date for Dividend:	-
	Dividend Payment Date:	-
	Listing Details:	Equity Shares are listed on the following Stock Exchanges: BSE Limited: Calcutta Stock Exchange (CSE): The Annual Listing Fees for the year 2023-24 has been paid to the BSE Limited.
	Stock Code:	BSE Ltd. - 540597, CSE: Scrip Code: 13081
	ISIN Number:	INE319U01022
	CIN	L60210WB1985PLC038478
	Registrar and Share Transfer Agent:	Beetal Financial & Computer Services Pvt. Ltd, Beetal House, 3rd Floor 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,New Delhi,Delhi,110062.
	Address for Correspondence:	All enquiries, clarification and correspondence should be addressed to the Company Secretary and Compliance Officer: Abhishek Khursija, Company Secretary.

(D) Registrar & Transfer Agent

The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by M/s Beetal Financial & Computer Services Private Limited and their address is- Beetal House, 3rdFloor,99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi- 110062

(E) Share Transfer System:

The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. Bad deliveries are promptly returned to Depository Participants (DP''s) under advice to the shareholders.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

---

Mar 31, 2024

Your Directors have pleasure in presenting 38^th (Thirty-Eighth Annual Report together with on the business and operations of the company for the Financial Year ("FY") ended on 31^st March, 2024.

FINANCIAL RESULTS:

PARTICULARS	Year Ended on 31st March, 2024	Year Ended on 31st March, 2023
Revenue from Operations	0	0
Other Income	0	0
Total Revenue	0	0
Total Expenses	16.41	10.86
Earnings before Interest, Tax, Depreciation & Amortization	(16.41)	(10.86)
Finance Cost	0.00	0.00
Depreciation	0.00	0.00
Profit Before Tax	(16.41)	(10.86)
Payment & Provision of Current Tax	0.00	0
Deferred Tax Expenses/(Income)	0.00	0
Profit After Tax	(16.41)	(10.86)

STATE OF COMPANY''S AFFAIRS:

During the year under review, your company recorded NIL Revenue and as there was no business activities in last 2 years. The Net Loss for FY 2023- 24 is ^16.41 lakhs as compared to FY 2022-23 at ?10.86 lakhs.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

DIVIDEND:

The Company has incurred a Net Loss of ^16.41 Lakhs during the year under review. Further, due to insufficient profit, company is not in a position to declare any dividend for the current financial Year.

TRANSFER TO RESERVES:

During the period under review, the Company has not transferred any profit to reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at https:/ /www.containerway.co.in/

SHARE CAPITAL

During the period under review, share capital of the Company as on 31^st March, 2024

a. Authorized Share Capital of the Company:

Authorized Share Capital of the Company is Rs. 6,75,00,000/-(Rupees Six Crores Seventy-Five Lacs) divided into 69,00,000 (Sixty-Nine Lakhs) Equity Shares of Rs. 5/- (Rupees Five only) each ("Equity Shares") and 33,00,000 (Thirty-Three Lakhs) 0.01% Non-Convertible Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each ("Preference Shares").

b. Paid up Share Capital of the Company:

At present, paid up Share Capital of the Company stands at Rs. 6,56,86,000/- (Rupees Six Crores Fifty-Six Lacs Eighty-Six Thousand only) comprising of 65,37,200 (Sixty-Five Lacs Thirty-Seven Thousand and Two Hundred) Equity Shares of Rs. 5/- (Rupees Five only) each ("Equity Shares") and 33,00,000 (Thirty-Three Lacs) 0.01% Non-Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each ("Preference Shares").

Further, in the Extra Ordinary General Meeting of the Company held on 25th July, 2024, the Company has increased the authorised capital of the Company from Rs.6,75,00,000/- to Rs.20,00,00,000/-.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report except to open offer made by company during the year under review.

OPEN OFFER:

During the period under review, Open offer made for 16,99,672 (Sixteen Lakh Ninety-Nine Thousand Six Hundred Seventy-Two) fully paid Equity Shares of face value of Rs. 5/- (Rupees Five Only) each representing 26.00% of the total paid-up, issued and subscribed capital of "Containerway International Limited" ("Target Company") at a price of Rs. 6/- each (Rupee Six Only) (Offer Price) for each fully paid up shares by Mr. Sanket Deora (Acquirer No. 1), Mr. Sanjay Deora (Acquirer No. 2) and Mr. Surendra Shah (PAC) in pursuant to Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture. MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March, 2024 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Sanket Sanjay Deora (DIN: 01417446) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review, following director were appointed and resigned: Appointment of Director:

Ms. Monika Awana (DIN: 10198554), Mr. Suraj Singhal (DIN: 09130650) and Mr. Shashi Kumar (DIN: 07728499) appointed as an Additional Non-Executive Independent Director w.e.f. 26^th July, 2023 and they have been retired on 28^th September, 2023 due to completion of tenure of Additional Non-Executive Independent Director. After that Management was in search of Independent Director to fulfill requirement of Companies Act, 2013 and SEBI (LODR) Regulation, 2015 and decided to again appoint the Ms. Monika Awana (DIN: 10198554), Mr. Suraj Singhal (DIN: 09130650) and Mr. Shashi Kumar (DIN: 07728499) appointed as an Additional Non-Executive Independent Director w.e.f. 17^th October, 2023.

Mrs. Sonu Gupta and Mrs. Ila Sunil Trivedi as Non-Executive Independent Director of the Company w.e.f. 21^st February, 2024 and Mr. Sanket Sanjay Deora (DIN: 01417446) and Mr. Sanjay Vimalchand Deora Non-Executive Director of the Company w.e.f 21^st February, 2024.

Resignation of Director:

Ms. Monika Awana (DIN: 10198554), Mr. Suraj Singhal (DIN: 09130650) and Mr. Shashi Kumar (DIN: 07728499) has been resigned as an Additional Non-Executive Independent Director w.e.f. 20th March, 2024.

Ms. Jayashree Ganapathi and Ms. Jyoti Ganapathi has been resigned as Non-Executive Director w.e.f. 20th March, 2024.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, separate Meeting of Independent Director of the company was held on 12^th February, 2024.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Abhishek Khursija - Company Secretary

2. Mr. Sanjay Deora - Chief Financial Officer

During the period under review, Mr. Abhishek Khursija appointed as Company Secretary and Compliance officer w.e.f. 05.04.2023

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters. During the year, Eight (8) Board meetings were convened and held on 26.05.2023, 26.07.2023, 11.08.2023, 04.09.2023, 17.10.2023, 08.11.2023, 12.02.2024, and 21.02.2024 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

Name of Director	Designation & Category	No. of Board Meetings attended
Mr. Salem L. Ganapathi	Executive Director	8
Mrs. Jayashree Ganapathi	Non-Executive Director	8
Mrs. Jyoti Ganapathi	Non-Executive Director	8
Ms. Monika Awana	Non-Executive Independent Director	7
Mr. Shashi Kumar	Non-Executive Independent Director	7
Mr. Suraj Singhal	Non-Executive Independent Director	7
Mr. Sanket Sanjay Deora	Non-Executive Director	0
Mr. Sanjay Vimalchand Deora	Non-Executive Director	0
Ms. Sonu Gupta	Non-Executive Independent Director	0
Mrs. Ila Sunil Trivedi	Non-Executive Independent Director	0

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there

under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31^st March, 2024, 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 31^st March, 2024 and of the Profit of the Company for the period ended on 31^st March, 2024.

c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (''IFC'') and that such Internal Financial Controls are adequate and were operating effectively.

f) 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during

the year. The details of the same are given in the Corporate Governance Report and also

posted on the website of the Company at https://www.containerway.co.in/.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committee''s Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 12.02.2024 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individual''s performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website www.containerway.co.in

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.

COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review 5 (Five) meetings were held viz 26.05.2023, 11.08.2023, 04.09.2023, 08.11.2023 and 12.02.2024. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Ms. Jyoti Ganapathi	Chairperson	5
2	Mr. Salem Ganapathi	Member	5
3	Ms. Jayashree Ganapathi	Member	5

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Company''s financial report process and the disclosure of its financial information.

• To recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

• To approve the payment to statutory auditors for any other services rendered by the statutory auditors.

• To review, with the management, the financial Statements and Auditor''s Report thereon before submitting to the board for approval.

• To review quarterly, half yearly and Annual Financial results before submission to the Board.

• To review, with Management, the statement of uses/application of funds raised through issue, the statement of funds utilized for purposes other than those stated in

the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter.

• To review and monitor the auditor''s independence and performance, and effectiveness of audit process.

• To approve any subsequent modification of transactions of the listed entity with related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the listed entity, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• To review the adequacy of internal control systems with the management, external & internal auditors.

• To review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

• To look into the reasons for substantial defaults in the payment to the depositors,

• debenture holders, shareholders (in case of non-payment of declared dividends) (in case of non-payment of declared dividends) and creditors.

• To review the functioning of the whistle blower mechanism.

• Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

• Discussion with external auditors about the nature and scope of audit including their observation.

• To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 2 (Two) meetings was held viz. 26.05.2023 and 12.02.2024. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Ms. Jyoti Ganapathi	Chairperson	2
2	Mr. Salem Ganapathi	Member	2
3	Ms. Jayashree Ganapathi	Member	2

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders''/investor''s complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 4 (Four) meetings was held viz. 26.07.2023, 04.09.2023, 17.10.2023 and 21.02.2024. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Ms. Jyoti Ganapathi	Chairperson	4
2	Mr. Salem Ganapathi	Member	4
3	Ms. Jayashree Ganapathi	Member	4

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Company''s Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company''s policy on specific remuneration packages for Company''s Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

• Such other matters as May from time to time are required by any statutory, contractual or

other regulatory requirements to be attended to by such committee.

IV. Risk Management Committee:

The provisions regarding the Risk Management Committee does not apply to the Company.

V. Corporate Social Responsibility Committee:

The provisions of section 135 of the Companies Act, 2013 does not apply to the Company.

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is attached with the Financial Statements in this Annual Report.

M/ s. Rajeshkumar P. Shah & Co., Chartered Accountants (Registration No. 129110W), be and are hereby ratified as the Statutory Auditors of the Company for auditing the Accounts for F.Y. 2024-25 whose appointment was made by member in their Extra Annual General Meeting held on July 25, 2024, to hold office until the conclusion of ensuing Annual General Meeting pursuant to the casual vacancy in the office of auditor caused due to resignation by the erstwhile auditors of the company. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s. Utkarsh Shah & Co., (FCS: 12526, COP: 26241), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report in Form No. MR -3 for the financial year ended 31^st March, 2024 is annexed to this report as ''Annexure - A''.

The Secretarial Auditor has made an observation and Board of Directors of your Company has already Complied on the respective Observations.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

DIVIDEND DISTRIBUTION POLICY

The provisions related to dividend distribution policy uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the

recommendations were reviewed by the Audit committee on a regular oasis and concerns it any were reported to the Board.

As per the relevant provisions ot the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy ot Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course ot business and on an arm''s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 ot the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 ot the Companies Act, 2013 is not applicable to the Company.

The Policy on Materiality ot Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Company''s website and can be accessed at www.containerway.co.in

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars ot Loans, guarantees or investments made under Section 186 are turnished hereunder:

Details of Loans:

SR No	Date of making loan	Detail of Borrower	Amount	Purpose for which the loan is to be utilized by the Recipient	Time period for which it is given	Date of Board Resolution	Date of Special Resolution (if required)	Rate of Interest	Expected rate of return
					NA

Details of Investments:

SR No	Date of investm ent	Detail of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Time period for which it is given	Date of Board Resolution	Date of Special Resolution (if required)	Expected rate of return

					NA

Details of Guarantee / Security Provided:

SR No	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the security/ guarantee is proposed to be utilized by the recipient	Date of Board Resoluti on	Date of Special Resolution (if required)	Commission
				NA

LOAN RECEIVED FROM DIRECTORS

During the period under review, the Company has not accepted any unsecured loan from the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2023- 24.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Company''s Web Site https://www.containerway.co.in/

With a view to regulate trading in securities by the Directors and Designated Employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Code also covers the policy and procedures for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI. The Code/Policy is available on the website of the Company https://www.containerway.co.in/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24. The details regarding the same is enclosed as ''Annexure - B''.

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

The information pertaining to Conservation of Energy, Technology Absorption, 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 is annexed to this report as ''Annexure - C''.

CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) No One Time Settlement:

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

(i~''\ ntineil CU ^ r\1 <4 ni''c ^

Annual General Meeting:	28th September, 2024 at 3.00 PM. through Video Conferencing /Other Audio Visual Means (VC).
Financial Year:	April 01, 2023 to March 31, 2024
Record Date for Dividend:	-
Dividend Payment Date:	-
Listing Details:	Equity Shares are listed on the following Stock Exchanges: BSE Limited: Calcutta Stock Exchange (CSE): The Annual Listing Fees for the year 2023-24 has been paid to the BSE Limited.
Stock Code:	BSE Ltd. - 540597, CSE: Scrip Code: 13081
ISIN Number:	INE319U01022
CIN	L60210WB1985PLC038478
Registrar and Share Transfer Agent:	Beetal Financial & Computer Services Pvt. Ltd, Beetal House, 3rd Floor 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,New Delhi,Delhi,110062
Address for Correspondence:	All enquiries, clarification and correspondence should be addressed to the Company Secretary and Compliance Officer: ABHISHEK KHURSIJA, Company Secretary.

(D) Registrar & Transfer Agent

The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by M/s Beetal Financial & Computer Services Private Limited and their address is- Beetal House, 3rdFloor,99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi- 110062

(E) Share Transfer System:

The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. Bad deliveries are promptly returned to Depository Participants (DP''s) under advice to the shareholders.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

By Order of the Board

For Containerway International Limited

Sanket Sanjay Deora Chairman and Managing Director DIN: 01417446

Date: 05.09.2024 Place: Ahmedabad

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Mar 31, 1996

Your Directors have the pleasure of presenting the twelfth Annual Report together with the audited accounts for the year ended 31st March 1996.

FINANCIAL RESULTS

------------------------------------------------------------ For the year For the year ended ended 31.3.96 31.3.95 (Rs. in lacs) (Rs. in lacs) ------------------------------------------------------------ Total Income 3569.63 1354.79 Profit before Interest and Depreciation 177.05 100.22 Interest 43.35 27.69 Profit before depreciation 133.70 72.53 Depreciation 57.60 30.40 ------- ------- Profit before tax 76.10 42.13 Provision for Taxation 5.50 15.64 ------- ------- Profit after Tax 70.60 26.49 Surplus from earlier years brought forward 19.32 54.23 Prior period Adjustments (Debit) 8.14 - ------ ----- Net Surplus available for Appropriation 81.78 80.72 Transfer to capital account by way of Capitalization of Reserves - 50.00 Transfer to General Reserves 20.00 - Carried over to next year 26.72 19.32 ----- ----- Net Available for Distribution as Dividend 35.06 11.40 ----- -----

DIVIDEND

While your Company has a large requirement of funds to finance its growth in the fast track, your Directors feel that short term interests of members must also be taken care of because of not so buoyant Capital market.

Your Directors thus recommend a dividend of 15% on the paid-up equity of the Company subject to the deduction of tax at source wherever applicable. If approved at the forthcoming AGM, dividend will be paid to those shareholders whose names appear in the Register of Members as on 16th September, 1996. The dividend will be paid pro-rata in respect of capital added during the year.

OPERATIONS

Your Company recorded a significant increase in all its business segments. The turnover has increased from Rs.13,54 crores to Rs. 35.69 crores. However, the growth in the turnover was largely in segments of business where contribution is only marginal.

BUSINESS PROSPECTS

Continued economic liberalisation and opening up of the Indian economy is being encouraged by the present govern- ment. Exports are being encouraged as a result of which the international freight logistics industry has a bright future.

The funds raised by the Company through its maiden public issue in July 1995 have been utilized to increase the fleet strength by 36 vehicles, upgrade offices, communication and systems. The Company has also opened its first repre- sentative office at New York (USA).

The strength of the Company lies in its fully integrated freight operations. Prospects for the haulage division continue to be buoyant and revenue should increase considerably because of increased demand. The International Freight For warding Division has achieved large volumes. In the year ahead, after a period of consolidation, prospects are bright as the Company has created a niche market particularly to the CIS countries and Moscow.

As a measure of future Integration of activities, the Company has obtained approval from the Reserve Bank of India to lease three hundred 20 foot-containers and a hundred 40 foot containers of value approximately USD 1.10 million equivalent to Rs. 385.00 lacs for the Non Vessel Operating Container Carrier (NVOCC) Division . This division is being headquartered in Madras and the containers will be traded mainly to CIS destinations, Gulf, Sri Lanka and Singapore. The prospects for this division are encouraging. This division will start operating in the first half of October, 1996. This particular activity is beyond the scope originally envisaged in the project pertaining to the public issue. This particular activity being a business authorised under Sub-clause 27 under part C of the Clause III of the Memorandum of Association of your Company, relating, to the business objectives authorised to be carried on by your Company needs to be approved by the members by way of a Special Resolution which is being placed for the consideration of the mem- bers at the ensuing Annual General Meeting.

Your Company as a matter of routine strengthening of the base, is in the process of making substantial addition to the fleet during the current financial year as well as disposing off old vehicles which are difficult to maintain. This way the fleet of the Company will be young and of good asset value.

CORPORATE STRATEGY

The Company being in the service industry must employ committed and motivated Personnel keeping our client's interest of paramount importance. The Company has built up and placed key personnel at strategic locations to ensure that Containerway International Limited becomes the leading integrated professional international logistic firm. Having met with success, in setting up a representative office in New York the Company is now hoping to position representa- tives at London, Moscow and Almaty (Kazakhstan).

SHARE CAPITAL

Your Company offered 9,97,500 equity shares of Rs 10/- each at a premium of Rs 5/- aggregating to Rs. 149.63 lacs through prospectus dated 29th May 1995 for public subscription. The said public issue was well received by the investing public which is evident from the fact that the issue was oversubscribed over two times. These shares were allotted on 19th September 1995 in accordance with the basis of allotment as approved by the Stock Exchange at Calcutta in consultation with the representative of the Securities Exchange Board of India.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the period under review.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Your Company has no activity relating to conservation of energy and technological absorption.

The company has incurred foreign exchange expenses on insurance amounting to Rs. 5.11 lacs (Pound Sterling 9385.50) and business travel abroad amounting to Rs. 8.95 lacs (US$26132.77).

SUBSIDIARY

Your Company has one wholly owned subsidiary namely Pracht Forwarding and Travels Pvt. Ltd. which is engaged in the business of clearing and forwarding. Details as required to be furnished in accordance with the requirement under Section 212 of The Companies Act, 1956 is annexed to the statement of accounts under review.

STATEMENT UNDER CLAUSE 43 OF THE LISTING AGREEMENT

Performance of the Corn an vis-a-vis projection made in the public issue prospectus dated 29th May 1995.

-------------------------------------------------------------- Utilisation of Projected Actual Variation Variation % Funds: --------------------------------------------------------------- Vehicles Purchase 300 318.36 -18.36 -6.12 Setting up of offices (Note No.1) 139 47.25 91.75 66.01 Communication & systems (Note No. 2) 50 41.71 8.29 16.58 Share Issue Expenses 25 18.30 6.70 26.80 ---------------------------------------------------------------

Notes

1. The variation is due to the fact that business generated with current infrastructure was encouraging. Overseas arrangements have started and the need for investing in overseas offices is not felt necessary for the time being.

2. By engaging a good software consultant, the expenses on hardware and software have resulted in a positive variance.

------------------------------------------------------------ Profitability: Projected Actual Variation Variation % -------------------------------------------------------------- Turnover (Note No. 3) 1764.50 3569.00 1804.50 102.27 Net Profit (Note No. 4) 119.00 70.60 -48.40 -40.67 -------------------------------------------------------------

Notes

3. The turnover includes freight revenue. Additionally the increase in turnover was largely in segment of business where contribution is only marginal.

4. While the projected profitability was for the full year of expanded operation, postponement of public issue by six months affected the profits.