Naturewings Holidays Ltd Directors Report

The performance of the Company during the year under review is summarized in the following statement: (Amount in Rs. Lakhs)

Your directors wish to inform you that during the year under review, your Company has registered income of Rs.2147.26 lakhs as compared to Rs. 2189.51 Lakhs in the previous year. The Profit before interest, depreciation & Tax stood at Rs. 160.52 lakhs as compared to Rs. 169.08 lakhs in previous year.

The Profit before tax decreased from Rs. 151.81 lakhs to Rs. 147.48 lakhs in the year under review i.e. 2024-25 The Net Profit for the current year is Rs. 108.33 lakhs, as against Rs. 111.92 lakhs in the previous year.

Listing of Equity Shares:

Equity shares of your Company were listed on the BSE Limited on SME Platform on 10 ^th September 2024. The Scrip Code of the Company is 544245. Listing fees and the custodian charges to depositories have been paid to BSE, NSDL and CDSL respectively.

Public Issue (Initial Public Offer):

During the year under review, your Company successfully completed its Initial Public Offering (IPO) of 950400 equity shares of face value of Rs.10/- each, at a price of Rs. 90.25/- per equity share (including a premium of Rs. 80.25/- per equity share) (“issue price”). Our directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Companys equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your directors thank them for their confidence.

Your directors recommend a Dividend of Rs.1.50 per equity share, i.e., @ 15%, as Final Dividend for the financial year ended on 31 March 2025, subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors have not proposed to transfer any amount to any reserves. Therefore, entire profits of Rs. 108.33 lakhs earned during the Financial Year 2024-25 have been retained in the profit and loss account for business purpose.

As on 31st March 2025, the Authorized Capital of the Company is Rs. 4,00,00,000 (Rupees Four Crore) divided into 40,00,000 (forty lakh) equity shares of Rs 10 each.

During the year under review, the issued, subscribed and paid up of the company has been increased from Rs 2,21,000,000 (Rupees Two Crore Twenty-One Lakh only) to Rs. 3,16,04,000 Three Crore Sixteen Lakh Four Thousand Only). The company has made an Initial Public Offer of 9,50,400 Equity Shares (Nine Lakh Fifty Thousand Four Hundred) which has increased the capital from Rs. 2,21,00,000 to Rs. 3,16,04,000 equity shares.

During the year under review there was no change in the nature of Business of Company and no changes were made to the Main Object of Memorandum of Association.

The Company has not accepted any deposits from the public during the year under review.

Pursuant to Section 134 (5) of the Companies Act, 2013 the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2025 and of the profit of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively..

The constitution of the Board of Directors of the Company and changes during the year under review are as under:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, are:

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company are disqualified under section 164 of the Companies Act, 2013.

Mr. Shantanu Banerjee (DIN: 09702658) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Declaration By Independent Directors

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. These declarations have been placed before and noted by the Board at its meeting.

Number of Meetings of Board:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are called & convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.

During the year under review, five (5) Board Meetings were convened and held on 30 ^th April 2024, 9^th July 2024, 5^th August 2024, 13^th November 2024 and 30^th December 2024.

Pursuant to Section 173 of the Companies Act 2013, the time gap between the two consecutive Board Meetings shall not be more than 120 days. Further, the Company has complied with the applicable Secretarial Standards 1 (SS-1) on Board Meetings, issued by the Institute of Company Secretaries of India

The details of attendance of each Director at the Board Meeting and Annual General Meeting held during the year are given below:

10. COMMITTEE OF BOARD OF DIRECTORS:

Audit Committee:

Our Company has constituted an Audit Committee as per Section 177 and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable Clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines vide resolution passed in the meeting of our Board dated 2^nd September, 2022.

The constitution of the Audit Committee is as follows:

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

The scope and function of the Audit Committee is in accordance with section 177 of the Companies Act. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the Audit committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

Tenure

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

Meetings of the Committee

The committee shall meet as and when required. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be the presence of minimum two Independent members at each meeting.

Nomination and Remuneration Committee:

Our Company has constituted Nomination and Remuneration Committee in terms of Section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of Directors held on 2nd September, 2022.

The Nomination and Remuneration Committee presently consists of the following Directors of the Board:

Tenure

The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

Stakeholders Relationship Committee:

Our Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the meeting of Board of Directors dated 2nd September, 2022.

The Stakeholders Relationship Committee presently consists of the following Directors of the Board:

The Company Secretary and Compliance Officer of the Company would act as the Secretary to the Stakeholders Relationship Committee.

Tenure

The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

11. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

The nomination and remuneration policy of the Company is available on the website of Company on web-link: https://www.naturewings.com/pdf/6-Nomination-and-Remuneration-Policy.pdf

12. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, committees, and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The Company has devised Board Performance Evaluation Policy which is available on the website of the Company at web-link: https://www.naturewings.com/pdf/9-Board-Performance-Evaluation-Policy.pdf.

13. VIGIL MECHANISM:

The Company has adopted the whistle blower mechanism for directors and employees to report concern about unethical behavior, actual or suspected fraud, or violation of Companys Code of Conduct and Ethics. The updated whistle blower policy is available on the website of the Company. The web-link of the same viz. https://www.naturewings.com/pdf/whistle-blower-policy.pdf

14. AUDITORS:

Statutory Auditor

M/s Maheshwari & Co. (FRN: 105834W), Chartered Accountants, Mumbai, are the Statutory Auditors of the Company.

M/s Maheshwari & Co. (FRN: 105834W), Chartered Accountants, has been appointed as the Statutory Auditors of the Company by the members of the Company at its 5^th Annual General Meeting held on 30^th September 2023 to hold office from the conclusion of the 5^th Annual General Meeting of the Company held in the year 2023 till the conclusion of 11^th Annual General Meeting to be held in the year 2028.

The Auditors Report for the financial year ended on 31 ^st March 2025 has been provided in “Financial Statements” forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Internal Auditor:

M/s Prithviraj Basu Thakur, Chartered Accountant, Kolkata [FRN: 332486E] has been appointed as an Internal Auditor of the company on for the Financial Year 2024-25. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis and based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee. The scope of the internal audit is approved by the Audit Committee.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed K Jatin & Co. [COP No.12043], Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company for the financial year 2024-2025 to carry out the Secretarial Audit and provide a Secretarial Audit Report for the said financial year. The Secretarial Audit report issued by the K Jatin & Co. in Form MR -3, forms part of this report as “Annexure I”.

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

15. BOARDS RESPONSE TO QUALIFICATION BY AUDITOR:

The Audit Report does not contain any qualification and the same is self-explanatory. Hence, your directors are not required to give their comments on the same.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION

143(12):

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

17. COST RECORD:

The provision of Cost audit as per section 148 isnt applicable to the Company.

18. LOANS, GUARANTEES AND INVESTMENT:

During the year under review, the Company has not granted any Loans, guarantees or provided securities in excess of the limits prescribed under Section 186(2) of the Companies Act, 2013 and has not made any investment through more than two layers of investment Companies.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no related party transactions during the year under review that was covered under Section 188 of the Companies Act, 2013 other than those carried out in ordinary course of business and on arms length basis.

The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded o n the Companys website and can b e accessed at the Web-link: https://www.naturewings.com/pdf/related-party-transaction-policy.pdf.

20. PARTICULARS OF EMPLOYEES:

Disclosure regarding remuneration and other relevant details, as required under Section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as an Annexure to this Report as Annexure II.

Further, as per the provisions of Section 197(12) of the Companies Act, 2013, and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names and other particulars of employees who receives remuneration exceeding the limits specified in the aforesaid mentioned rules is not applicable as there were no such employees.

21. RISK MANAGEMENT:

The Company does not have any Risk Management Policy, as the elements of risk threatening the Companys existence, is very minimal.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The were no material changes and commitment affecting the financial position of the company occurring between the end of the Financial Year to which these financial statements relate and the date of the report.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable to the Company.

24. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture.

26. MANAGEMENT DISCUSSION ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), is presented in a separate section forming part of the Annual Report and is annexed herewith as “Annexure III”.

27. CORPORATE GOVERNANCE

As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies listed on the SME Platform. Since our company has registered on the SME platform of the BSE the requirement of Corporate Governance does not apply to us.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

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

a. Conservation of energy:

Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment.

b. Technology Absorption:

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities. Steps taken by company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipments: NIL

c. Foreign Exchange earnings and Outgo:

29. SIGNIFICANT AND MATERIAL REGULATORY ORDERS

There are no orders issued by any regulatory authorities or courts or tribunals in favour/against the Company impacting the going concern status and Companys operations in future.

Further, there have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

30. ADEQUACY ON INTERNAL FINANCIAL CONTROLS

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations

31. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

32. ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134(3)(a) of the Act, every Company shall place a copy of the annual return on the website of the Company and the same is placed on the website of the company at www.naturewings.com.

33. PREVENTION OF SEXUAL HARASSMENT MECHANISM

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a committee name POSH Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place prevention of sexual harassment policy which is available on the Companys website on web-link: https://www.naturewings.com/pdf/13-Policy-on-Prevention-of-Sexual-Harrasment-at-Workplace-20220712.pdf

Further, your Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof are not applicable to the Company.

35. ACKNOWLEDGEMENT

The Directors wish to convey thanks to our clients, vendors, bankers, various Central and State authorities and look forward to their continued support for the years to come.