Shipwaves Online Limited has announced a postal ballot seeking shareholder approval for four special business resolutions involving significant financial transactions and related party dealings. The company has set the cut-off date as January 30, 2026, for determining eligible shareholders, with e-voting scheduled from February 4 to March 4, 2026.

Special Business Resolutions Overview

The postal ballot covers four key resolutions that require shareholder approval under regulatory requirements:

Loan and Guarantee Approvals

The first resolution seeks approval for the company to advance loans, provide guarantees, or offer security up to ₹500,00,00,000 under Section 185 of the Companies Act, 2013. This special resolution would enable the board to support subsidiary, associate, joint venture, or group entities where directors have interests. The funds are intended for principal business activities of borrowing entities, with the board having discretion to deploy internal resources or other appropriate funding sources.

Related Party Transactions with Shipwaves Online LLC

Two separate resolutions address transactions with subsidiary Shipwaves Online LLC, incorporated in Dubai, UAE, and engaged in digital freight forwarding. The company holds an 87% stake in this subsidiary.

Loan Transaction Details

The subsidiary reported strong financial performance with turnover of ₹42,81,44,802.75, profit after tax of ₹8,05,35,310.15, and net worth of ₹10,40,02,720.98 for FY 2024-25.

Business Transactions

The third resolution covers general business transactions including sale, purchase, and supply of goods and services with Shipwaves Online LLC for up to ₹10,00,00,000 during financial years 2025-26 through 2027-28. Historical transactions between the entities included freight income of ₹7,23,87,935, freight charges of ₹1,07,227, and software development expenses of ₹4,49,69,475 in FY 2024-25.

Transactions with Mukka Proteins Limited

The fourth resolution seeks approval for material related party transactions with Mukka Proteins Limited, valued up to ₹100,00,00,000 during FY 2025-26 through FY 2027-28. Mukka Proteins Limited operates in manufacturing fish meal, fish oil, fish soluble paste, and insect proteins.

Key Financial Metrics

Several directors of Shipwaves Online Limited hold positions and shareholdings in Mukka Proteins Limited, including Chairman Kalandan Mohammed Haris (30.23% stake), Kalandan Mohammed Althaf (16.13% stake), and Kalandan Mohammad Arif (16.13% stake).

E-Voting Process and Timeline

The company has appointed Chethan Nayak K (FCS 4736, CP 3140) and alternatively Ujala Rani (FCS: 11570, CP: 11814) of Chethan Nayak & Associates as scrutinizers for the postal ballot process. Shareholders can participate through remote e-voting via CDSL platform from 9:00 AM on February 4, 2026, until 5:00 PM on March 4, 2026.

Results will be announced within two working days of voting closure and communicated to BSE Limited, where the company's shares are listed. All resolutions, if passed with requisite majority, will be deemed effective from March 4, 2026, the last date of e-voting.

Shipwaves Online Limited announced the outcome of its Board of Directors meeting held on January 27, 2026, where key decisions regarding postal ballot procedures were approved. The company disclosed these developments under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Details

The board meeting was conducted efficiently, commencing at 11:15 a.m. and concluding at 11:30 a.m. on January 27, 2026. During this session, the directors considered and approved critical matters related to the upcoming postal ballot process.

Key Approvals and Decisions

The board's primary focus centered on postal ballot arrangements and procedural compliance. The following table summarizes the key decisions taken:

Scrutinizer Appointments

The board appointed qualified professionals to oversee the postal ballot process. Mr. Chethan Nayak K (FCS 4736, CP 3140) has been designated as the primary scrutinizer, with Mrs. Ujala Rani (FCS: 11570, CP: 11814) serving as the alternate scrutinizer. Both professionals are associated with Chethan Nayak & Associates, Practicing Company Secretaries.

Regulatory Compliance

Shipwaves Online Limited confirmed that the postal ballot notice and calendar of events will be filed with the stock exchange following dispatch to shareholders. This approach ensures compliance with applicable listing regulations and maintains transparency in corporate governance practices.

The company's disclosure was signed by Jessica Juliana Mendonca, Company Secretary & Compliance Officer (Membership No.: A25316), reinforcing the formal nature of these corporate proceedings.