Trade-Wings Ltd Directors Report

DIRECTORS REPORT

TO,

THE MEMBERS,

TRADE WINGS LIMITED

The Directors are pleased to present the Seventy-Fifth Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS PERFORMANCE OF THE COMPANY:

The financial highlights of the Company (Standalone and Consolidated) are given below. Kindly refer the financial statements forming part of this report for detailed financial information:

	F.Y. 2024-2025	F.Y. 2023-24	F.Y. 2024-2025	F.Y. 2023-24
Particulars	(Amount in INR)	(Amount in INR)	(Amount in INR)	(Amount in INR)
	Standalone	Standalone	Consolidated	Consolidated
Total Income	2,187,583,498	2,134,093,288	2,557,961,219	2,475,386,340
Total Expenditure	2,181,503,484	2,133,307,335	2,521,809,290	2,439,689,886
Profit/ (loss) before Taxation	6,080,015	785,954	36,151,928	35,696,454
Less: Provision for Taxation	(3,59,159)	(2,09,657)	1,881,992	(45,80,949)
Net Profit/ (loss) after Taxation	5,720,856	576,297	38,033,921	31,115,505
Balance carried forward to Balance Sheet	5,720,856	576,297	38,033,921	31,115,505

2. OPERATIONAL PERFORMANCE & STATE OF COMPANYS AFFAIRS:

During the year under review your Company has achieved a revenue of INR 2,18,75,83,498/- as compared to turnover of INR 2,13,40,93,288/- in previous year. The total expenses of the Company during the reporting period have increased to INR 2,18,15,03,484/- from INR 2,13,33,07,335/- in the previous year. During the year under review, the profit/loss before tax is 60,80,015/- as compared to profit before tax of INR 7,85,953/- during the previous year.

The company, having weathered the unprecedented challenges brought on by the COVID-19 pandemic-particularly in the aviation, tour, and travel sectors is now on a strong upward trajectory. While the past two years saw a temporary slowdown, the Board of Directors is pleased to report that the company has not only regained its momentum but is also steadily increasing its profitability.

Though the lingering effects of the pandemic remain a consideration, the company is actively implementing robust strategies aimed at surpassing its pre-COVID performance. These include expanding its branch network and diversifying into allied services, positioning the company for sustained success.

Your Board remains committed to driving growth, enhancing operational resilience, and unlocking new opportunities. With renewed focus and strategic direction, the company is poised to soar beyond previous benchmarks and deliver a bright, prosperous future for all stakeholders.

3. CONSOLIDATED FINANCIAL RESULTS

As stipulated by Regulation 33 of the Listing Regulations, the Company has prepared Consolidated Financial Statement in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act"). The Consolidated Financial Statement reflects the results of the Company and that of its subsidiary. As required under Regulation 34 of the Listing Regulations, the Audited Consolidated Financial Statement together with the Independent Auditors Report thereon is annexed and forms part of this Report.

The summarized Consolidated Financial Statement is provided above in point No.1 of this Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is engaged in the business of travel and travel related services and also in the Cargo and renting business. There was no change in nature of business activity during the year.

5. DIVIDEND:

In view of the losses, your directors have not recommended any dividend for the financial year ended 31st March, 2025.

6. RESERVES:

The Companys total Reserves are INR -1,15,75,912/- for the year under review as compared to INR. -1,64,80,812 /- for the previous year.

7. DIRECTORS & KEY MANAGERIAL PERSONS:

The Company has received declarations u/s 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and in the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided u/s 149(6) of the Companies Act, 2013 and Rules made thereunder and that they are independent of the management.

The tenure of Mr Ramamurthy Vaidhyanathan (DIN: 02318827) as an Independent Director of the Company was completed on 30th September 2024. With the recommendation of the Nomination and Remuneration Committee, the Board of the company has appointed Ms Jyoti Ghanshyam Gupta (DIN: 07139260) as Independent Director of the Company for a tenure of five consecutive years with effect from 25th September 2024 till 25th September 2029, whose period of appointment shall not be liable to retire by rotation and that she shall be paid sitting fees and reimbursement of expenses for attending Board and Committee Meetings. As may be permissible under law, including profit related commission as may be allowed from time to time.

The Company has a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The Board and its Committees evaluations involved questionnaire driven discussions that covered a number of key areas/ evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and the Management. The results of the reviews were discussed by the Board as a whole. Feedback was also sought on the contributions of individual Directors. Independent Directors, at their Meeting, conducted the performance review of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The following policies of the Company are attached herewith marked as ANNEXURE-1 (NOMINATION AND REMUNERATION POLICY).

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

None of the Directors are related with each other or Key Managerial Personnel (inter-se). The composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025 are as follows:

Sr. No	Name	Designation
1	Dr Shailendra Parmeshwar Mittal	Chairperson and Managing Director
2	Mr Hemant Ramdas Panchal	Non-Executive Director
3	Mr Jacinta Bazil Nayagam	Independent Director (Woman)
4	Ms Jyoti Ghanshyam Gupta	Independent Director (Woman)
5	Mr Vishwanathan K Nair	Chief Financial Officer (CFO)
6	Ms Zurica David Carton	Compliance Officer & Company Secretary

The details of directors or key managerial personnel who were appointed or have resigned during the year are as follows:

a. Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and as per applicable Regulations and Schedules of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, Mr. Ramamurthy Vaidyanathan ceased to act in the capacity as Independent Director effect from 30.09.2024 and his subsequent cessation from all the committees.

b. Ms. Jyoti Ghanshyam Gupta (DIN: 07139260) was appointed as an Independent Woman Director at the 74th Annual General Meeting of the Company to hold office for a term of Five consecutive years (05) with effect from 25th September 2024 till 25th September 2029, whose period of appointment shall not be liable to retire by Rotation. Furthermore, Ms Jyoti Gupta is subsequently appointed in all the Committees in substitution of Mr Ramamurthy Vaidyanathan.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

The Company currently has one Wholly Owned Subsidiary Company i.e., Trade Wings Hotels Limited. Trade Wings Hotels Limited recorded a total income of INR 37,07,29,000/- during the financial year 2024-25. The Profit/ Loss after tax stood at INR 3,23,13,000 /- for the financial year ended March 31, 2025.

The Company did not have any Joint Venture or Associate Company during the year under review. As required pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-I forms part of this report, marked as ANNEXURE -2.

9. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

Sr No.	Name of Company	Subsidiary/ Joint ventures/ Associate	Date of cessation of Subsidiary/ Joint
NA

10. DETAILS IN RESPECT OF ADEOUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case, weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

During the year under review, controls were tested and no reportable material weaknesses in design and operations were observed. The Auditors also report in their Report on adequacy of internal financial control.

11. AUDITORS AND AUDIT REPORTS:

i. STATUTORY AUDITORS:

M/s. Aalok Mehta & Co., Practising Chartered Accountants (Firm Registration No. 126756W), were appointed as the Statutory Auditors of the Company by the shareholders in the 70th Annual General Meeting to hold office from the conclusion of the 70th Annual General Meeting of the Company till the conclusion of the 75th Annual General Meeting to be held for the financial year 2024-25.

On the completion of term of M/s. Aalok Mehta & Co., the board recommends the appointment of M/s. A N Shah & Associates for a term of five consecutive years to hold office from the conclusion of the 75th Annual General Meeting till the conclusion of the 80th Annual General Meeting to be held for the financial year 2029-2030.

Auditors Report

Audit Report has been issued by M/s Aalok Mehta & Co., Practicing Chartered Accountants, the Statutory Auditors of the Company. There are no qualifications, reservation or adverse remark or disclaimer made by the Auditor, in their report and therefore, there are no further explanations to be provided for in this Report.

Further, no fraud has been reported by the auditors under (12) of Section 143 of Companies Act, 2013.

ii. BRANCH AUDITORS:

The Company has its branches in more than 34 cities in India. The Members, in the Annual General Meeting of the Company held on September 28, 2018 had authorized the Board of Directors to appoint Branch Auditors and concurrent Auditors and to fix their remuneration. Pursuant to the provisions of Section 143(8) of the Companies Act, 2013, the Board of Directors has appointed Auditors for the purpose of Branch audit.

M/s Aalok Mehta & Co., Chartered Accountants, Mumbai (Firm Registration No. 126756W), M/s V.V. Khare & Co., Chartered Accountants, Mumbai (Firm Registration No. 105110W) M/s. A N Shah & Associates, Chartered Accountants (Firm Registration No 152559W), Amit Bissa and Associates, Chartered Accountants, Mumbai (Membership No 143651), SABS and Associates, Chartered Accountants, Pune (Firm Registration No 126840W), Sandeep Agrawal Chartered Accountants, Mumbai (Membership No 109375), Powar Samant & Jadhav, Chartered Accountants, Kolhapur (Firm Registration No. 119605W), B. Ganguly & Associates, Kolkata (Firm Registration No. 318132E) and LKS & COMPANY, Chartered Accountants, Pune (Firm Registration No 124481W) had been appointed by the Board as the Branch Auditors of the Company for the financial year 202425, to audit the various branches of the Company.

iii. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board re-appointed M/s. GHV & Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25 and issue Secretarial Audit Report. Secretarial Audit Report has been issued by M/s. GHV & Co., Practising Company Secretaries for the financial year 2024-25 in Form MR - 3 marked as ANNEXURE - 3 and forms part of this report.

The Secretarial Auditors Report contains adverse remarks with regard to the noncompliance under various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and rule made thereunder:

The Company had received a notice dated 30th November, 2022 from BSE Limited regarding levy of Standard Operating Procedure (SOP) fines for various instances of late submission of filings. The Company had duly submitted a waiver application to BSE to waive the said fines; and revoke suspension of trading. The company paid an amount of Rs. 15.69 under protest.	Your Directors are pleased to inform that BSE Limited has considered the request of the company and waived the fines applicable to it. Further, the Internal Regulatory Oversight and Review Group of BSE Limited has granted In-Principal approval for revocation via its letter dated May 26,2025 for trading in securities of the company.
BSE Limited has considered the request of the company and waived the fines applicable to it. Further, the Internal Regulatory Oversight and Review Group of BSE Limited has granted In-Principal approval for revocation via its letter dated May 26,2025.
Certain past charges are still reflected as active on the MCA portal which have been duly satisfied by the Company. Considering these charges were created a very long time ago, the management is in process of review and approach the Registrar of Companies to duly update the index of charge on MCA portal.	Your Board of Directors have made diligent efforts to obtain the required NOCs, including corresponding with successor banks. However, due to the complexities arising from bank mergers and closures we were unable to do so. We have approached Registrar of Companies, Goa to help find a solution to the matter.

iv. INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company had constituted the Internal Audit Department. The Company had appointed Mr Suresh Shetty as an Internal Auditor of the Company who had issued and submitted the internal audit report for every quarter of the financial year 2024-25 before the Board of Directors from time to time.

12. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2025 is uploaded on the website of the Company at www.tradewings.in.

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

The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in ANNEXURe - 4 forming part of this report.

14. DETAILS OF COMMITTEES OF THE BOARD:

Currently the Board has 3 Committees: The Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, are as per the applicable provisions of the Companies Act, 2013, along with the Rules made there under. Brief details of various Committees are provided hereunder:

i. AUDIT COMMITTEE COMPOSITION:

During the Financial Year under review, the Companys Audit Committee comprised of two Independent Directors and one Non-Executive Director. The Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2025, the constitution of the Audit Committee was as follows:

Name	Designation	Non-Executive/ Independent
Ms Jyoti Gupta (DIN: 07139260)	Chairperson	Independent (Woman) Director
Mr Hemant Panchal (DIN: 08602861)	Member	Non-Executive Director
Mrs Jacinta Nayagam (DIN: 07557797)	Member	Independent (Woman) Director

The Audit Committee met 4 (Four) times during the financial year 2024-25. The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are given in table below:

Date of Meeting	Ms Jyoti Gupta	Mr Ramamurthy Vaidhyanathan	Mr Hemant Panchal	Mrs Jacinta Nayagam
28.05.2024	-	Yes	Yes	Yes
12.08.2024	-	Yes	Yes	Yes
12.11.2024	Yes	-	Yes	Yes
12.02.2025	Yes	-	Yes	Yes

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. The Committee invited executives of the Company as it may consider appropriate. Audit Committee meetings are regularly attended by Company Secretary, Chief Financial Officer and Internal Auditor. The Statutory Auditors attend the meetings while conducting the audit of the Company to discuss their audit findings with the Committee. The Committee reviews the effectiveness of audit process, internal controls and related party transactions in the Company. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE:

The Companys Nomination and Remuneration Committee comprises of two Independent Directors and one Non-Executive Director. The Board has Nomination and Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013.

As on March 31, 2025, the composition of the Nomination and Remuneration Committee is as follows:

Name	Designation	Non-Executive/Independent
Ms Jyoti Gupta (DIN: 07139260)	Chairperson	Independent (Woman) Director
Mr Hemant Panchal (DIN: 08602861)	Member	Non-Executive Director
Mrs Jacinta Nayagam (DIN: 07557797)	Member	Independent (Woman) Director

The Nomination and Remuneration Committee met 2 times (Two) during the financial year 2024-25. The number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are given in table below:

Date of Meeting	Ms Jyoti Gupta	Mr Ramamurthy Vaidhyanathan	Mr Hemant Panchal	Mrs Jacinta Nayagam
29.07.2024	-	Yes	Yes	Yes
12.11.2024	Yes	-	Yes	Yes

The Nomination and Remuneration Committee identifies persons who are qualified to become Directors and Key Managerial Personnel in accordance with the criteria laid down by the Nomination Policy. The appointment and remuneration of the Directors and Key Managerial Personnel was recommended by the Nomination and Remuneration Committee to the Board during financial year 2024-25.

During the period under review, the Committee reviewed the performance evaluation of the Board, Committees and Directors, appointments and changes of Key Managerial & Senior Managerial Personnel. Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) of the Company who have ability to lead the Company towards achieving sustainable development.

The Company has also framed Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees. A copy of the policy is appended as ANNEXURE - 5 to the Report.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders/ investors complaints, the Stakeholders Relationship Committee was constituted. The role of the Committee is to consider and resolve securities holders complaint and to approve / ratify transfer of securities. The constitution and terms of reference of the Stakeholders Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2025, the Composition of the Stakeholders Relationship Committees as follows:

Name	Designation	Non-Executive/ Independent
Ms Jyoti Gupta (DIN: 07139260)	Chairperson	Independent (Woman) Director
Mrs Jacinta Nayagam (DIN: 07557797)	Member	Independent (Woman) Director

The Stakeholders Relationship Committee met 4 (Four) times during the financial year 2024-25, The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are given in table below:

Date of Meeting	Ms Jyoti Gupta	Mr Ramamurthy Vaidhyanathan	Mrs Jacinta Nayagam
28.05.2024	-	Yes	Yes
12.08.2024	-	Yes	Yes
12.11.2024	Yes	-	Yes
12.02.2025	Yes	-	Yes

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Six (6) times during the Financial Year 20242025. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

Further, as required under Schedule IV of the Companies Act, 2013, the meeting of the Independent Directors of the Company was held on 8th February, 2025 and all the Independent Directors of the Company were present at the meeting.

Date of Board Meeting	Shailendra P Mittal	Jyoti Gupta	R. Vaidhyanathan	Jacinta Nayagam	Hemant Panchal
28.05.2024	Yes	-	Yes	Yes	Yes
29.07.2024	Yes	-	Yes	Yes	Yes
12.08.2024	Yes	-	Yes	Yes	Yes
22.08.2024	Yes	Yes	Yes	Yes	Yes
12.11.2024	Yes	Yes	-	Yes	Yes
12.02.2025	Yes	Yes	-	Yes	Yes

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Internal Complaints Committees have been set up in accordance with the provisions of the POSH Act to redress any sexual harassment complaints received. All Employees (permanent or contractual or trainees) are covered under the Policy. During the year under review the Committee did not receive any complaints. There were Nil complaints disposed off during the year. There is no complaint outstanding as on 31st March, 2025 for redressal.

The Policy on Anti-Sexual Harassment may be accessed on the Companys website at the link: http://www.tradewings.in/codes_policies.htm

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has adopted the Whistle Blower Policy under which Employees or any other stakeholders can raise their concerns relating to fraud, malpractice or any such activity which is against the Companys interest. The Whistle Blower can directly approach the Chairman of the Audit Committee. The Company has provided adequate safeguards against victimization of Employees or other Whistle Blower who express their concerns.

The Policy on vigil mechanism may be accessed on the Companys website at the link: http://www.tradewings.in/codes_policies.htm

18. PARTICULARS OF GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial Statements which forms part of this report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of the Companies Act, 2013, all the transactions entered by the Company with Related Parties were in the ordinary course of business and on arms length basis for the financial year 2024-2025. Further, the said transactions are not material in nature. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC - 2 is not applicable.

Particulars of all Related Parties transactions entered during the Financial Year 2024-25, are given in the notes forming part of the standalone financial statements which forms part of this report.

20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Your Company has not filed any application under the Insolvency and Bankruptcy Code, 2016. Also, no proceeding is pending under the said Code during the financial year 202425.

21. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) In preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) The Directors 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 as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2025; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, compliance of applicable secretarial standards and that such systems were adequate and operating effectively during the financial year ended March 31, 2025.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year under review.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. The Secretarial Audit Report for the Financial Year 2024-25 forms part of this report.

23. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.

24. MANAGERIAL REMUNERATION:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Directors Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as an ANNEXURE - 5 to this Report.

The names of top ten employees of the Company in terms of remuneration drawn as required, pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as an ANNEXURE - 5 to this Report. However, there was no employee in the Company drawing remuneration in excess of limit specified in Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details are provided.

The Managing Director of the Company does not receive any remuneration or commission from Holding Company or any of its Subsidiaries.

25. RISK MANAGEMENT:

The Company has established a comprehensive risk management framework designed to identify, assess, and mitigate a wide spectrum of risks—including strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational, and other operational risks. This framework is guided by a formal Risk Management Policy that prioritizes risk events, classifies them into High, Medium, and Low categories based on their potential business impact and likelihood of occurrence, and outlines appropriate mitigation and control measures.

Recognizing the importance of proactive risk management, the Company is committed to safeguarding the interests of its shareholders and stakeholders, while ensuring the achievement of its business objectives and enabling long-term, sustainable growth. Risk management is embedded into the Companys core functions, activities, and decision-making processes, ensuring that risks are continuously monitored and reassessed for any changes in nature or magnitude since the last evaluation.

The framework also includes defined control mechanisms and forward-looking action plans to address emerging risks. The Audit Committee plays a pivotal role in reviewing the adequacy and effectiveness of the Companys internal control environment, and oversees the implementation of audit recommendations, including enhancements to risk management policies, systems, and procedures.

The Company remains confident that its current and anticipated risk exposures are well within its defined risk capacity, supported by a resilient framework that enables strategic agility and operational integrity.

26. CORPORATE SOCIAL RESPONSIBILITY:

It is the Companys continuous endeavour to discharge its liability as a corporate citizen of India. As the Company does not fulfil the criteria specified under Section 135(1) of the Companies Act, 2013, it has not constituted CSR Committee or formulated CSR Policy or made expenditure towards CSR activities during the reporting period. Further, the Company was also not required to mention in the Boards Report details as required under section 135 of the Companies Act, 2013 and the Rules made thereunder hence, no such details are given in this Report.

27. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earnings and outgo, as required to be disclosed under the Act, are provided in ANNEXURE- 4, forms part of this report.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34(2) read with Schedule V(B) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, report on "Management Discussion and Analysis" is attached as ANNEXURE - 6 and forms a part of this Report.

29. OTHER DISCLOSURES/ REPORTING:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as no such payment were made.

e. Voting rights which were not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

f. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

g. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

h. The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, for any of the services rendered by the Company.

30. APPRECIATION:

On completion of 75 years, the Directors acknowledge with gratitude the wholehearted support and the co-operation extended by all associated with the Company. They also express their appreciation to the employees at all levels for their dedication and sincerity. The employee-management relations were cordial throughout the year.

Your Directors also place on record their sincere appreciation for the wholehearted support extended by the Government and other Statutory Authorities, Companys Bankers and lenders, Business Associates, Auditors, all the stakeholders and members of public for their continued support and confidence reposed in the management of the Company.

For and on behalf of Board of Directors of

Trade Wings Limited

Dr. ShailEndra P. Mittal

Chairman & Managing Director

DIN:00221661

Address:

62-A, Mittal Bhavan,

Pedder Road, Mumbai - 400026

Date: 11th August, 2025

Place: Mumbai