Shipwaves Online Limited has completed its postal ballot process through remote e-voting, announcing results that show a mixed outcome for the four resolutions put before shareholders. The company informed BSE Limited on 6th March 2026 that three of the four proposed resolutions were passed with requisite majority, with results deemed approved on 4th March 2026.

Voting Process and Timeline

The postal ballot process was conducted entirely through electronic voting, facilitated by Central Depository Services (India) Limited (CDSL). The e-voting commenced at 9:00 a.m. IST on 4th February 2026 and concluded at 5:00 p.m. IST on 4th March 2026. Shareholders holding shares as of the cut-off date of 30th January 2026 were eligible to participate in the voting process.

Resolution Outcomes

The voting results revealed varying levels of shareholder support across the four resolutions. Notably, related parties inadvertently cast votes on all resolutions, resulting in 49750000 invalid votes being recorded for each item.

Item 1: Special Resolution - Failed

The special resolution seeking approval of loans, guarantee or security under Section 185 of the Companies Act, 2013 failed to pass. Among public non-institutional shareholders, 10 members representing 200000 votes (71.43%) supported the resolution, while 3 members with 80000 votes (28.57%) opposed it.

Items 2-4: Ordinary Resolutions - Passed

Three ordinary resolutions related to material related party transactions were successfully approved:

Scrutinizer's Report

CS Chethan Nayak K, Partner of Chethan Nayak & Associates, served as the appointed scrutinizer for the postal ballot process. The scrutinizer was appointed by the Board of Directors on 27th January 2026, pursuant to Sections 108 and 110 of the Companies Act 2013. The official scrutinizer's report was submitted to the company on 5th March 2026.

The scrutinizer noted that votes cast under e-voting were unblocked and downloaded on 4th March 2026 at 5:26 P.M. from CDSL's portal, witnessed by two independent witnesses, Ms. Vindhya and Mr. Yashodhar, who are not employed by either the company or CDSL.

Shareholding Pattern and Participation

The company's total shareholding of 141495000 shares is distributed across promoter and promoter group (94497500 shares), public institutions (2380000 shares), and public non-institutions (44617500 shares). However, only public non-institutional shareholders participated in the valid voting process, with 280000 votes polled, representing 0.1979% of total outstanding shares.

The voting results and scrutinizer's report have been made available on the company's website at www.shipwaves.com , in compliance with regulatory requirements. All electronic data and relevant records of e-voting have been handed over to the Company Secretary for safekeeping.

Shipwaves Online Limited has submitted its quarterly monitoring agency report for the quarter ended December 31, 2025, to BSE under Regulation 32(6) of SEBI listing regulations. The report, prepared by CARE Ratings Limited as the monitoring agency, provides a comprehensive overview of how the company has utilized proceeds from its ₹56.35 crore IPO.

IPO Proceeds Utilization Overview

The company has utilized ₹36.29 crore during Q3FY26 across its stated objectives, leaving ₹20.06 crore unutilized as of December 31, 2025. The IPO, which was conducted from December 10-12, 2025, raised funds for specific purposes outlined in the offer document.

Key Utilization Details

Working Capital Requirements: The company fully utilized ₹17.13 crore for working capital needs, including ₹16.96 crore transferred to cash credit accounts for vendor payments (₹7.17 crore), tax payments (₹1.23 crore), and salary payments (₹0.29 crore). Additionally, ₹8.44 crore was transferred as advance to a vendor.

Subsidiary Investment: ₹2.45 crore was utilized through a loan of AED 40,37,000 to subsidiary Shipwaves Online LLC. The loan carries 8% annual interest with a 5-year tenor. The subsidiary used ₹2.45 crore for working capital payments to vendors, while ₹7.52 crore remains in the subsidiary's current account.

Debt Repayment: The company utilized ₹2.50 crore for partial repayment of HDFC cash credit facilities, as specified in the offer document.

General Corporate Expenses: The entire allocated amount of ₹8.45 crore was spent on software development charges for digital infrastructure enhancement.

Deployment of Unutilized Funds

The remaining ₹20.06 crore is deployed across various instruments:

Monitoring Agency Observations

CARE Ratings Limited noted several concerns in their assessment:

• Fund Commingling: The company transferred funds from monitoring accounts to cash credit and current accounts with multiple banks, resulting in commingling of IPO proceeds with other funds
• Missing Board Approval: The monitoring agency did not receive board approval defining quantum of funds for heads under general corporate purposes, though the company later clarified that board resolution was passed on December 15, 2025
• Share Price Decline: The company's share price declined to ₹7.22 per share as of December 31, 2025, approximately 40% lower than the issue price

Company Background

Shipwaves Online Limited operates as a logistics solution provider with promoters including Kalandan Mohammed Haris, Kalandan Mohammed Althaf, Kalandan Mohammad Arif, Abid Ali, Bibi Hajira, and Mohammed Sahim Haris. The company is based in Mangalore, Karnataka.

Compliance Status

The monitoring agency confirmed that all government and statutory approvals related to the IPO objectives have been obtained. The report indicates no material deviations from the offer document disclosures, and most utilization timelines are on track with completion dates set for March 31, 2026.