Trade-Wings Ltd Directors Report

To,
The Members,
Trade Wings Limited

The Directors are pleased to present the Seventy-Sixth Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2026.

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:

Particulars	Standalone F.Y 2025-2026 (Amount in INR in lakhs) Standalone	Standalone F.Y. 2024-2025 (Amount in INR in lakhs) Standalone	Consolidated F.Y 2025- 2026 (Amount in INR in lakhs) Consolidated	Consolidated F.Y. 2024-2025 (Amount in INR in lakhs) Consolidated
Total Income	23,424.14	21,875.83	27,059.57	25,579.60
Total Expenditure	23,346.26	21,815.03	26,886.94	25,218.08
Profit/ (loss) before Taxation	77.88	60.80	172.63	361.52
Less: Provision for Taxation	35.55	(3.59)	66.74	18.82
Net Profit/ (loss) after Taxation	113.43	57.21	239.37	380.34
Balance carried forward to Balance Sheet	113.43	57.21	239.37	380.34

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIR:
During the year under review your Company has achieved a revenue of INR 23,424.14/- lakhs as compared to turnover of INR 21,875.83/- lakhs in previous year. The total expenses of the Company during the reporting period have increased to INR 23,346.26/- lakhs from INR 21,815.03/- lakhs in the previous year. During the year under review, the profit before tax is INR 77.88/- lakhs as compared to profit before tax of INR 60.80/- lakhs during the previous year.

During the year under review, the Company has sustained its operational performance reflecting the effectiveness of the strategic initiatives undertaken by the management.

While the adverse impact of the pandemic is largely behind it, the Company continues to face challenges from geopolitical crises, including armed conflicts, diplomatic disputes and economic sanctions. The PHD Chamber of Commerce and Industry (PHDCCI) has reported significant disruption to Indias aviation, tourism and hospitality sectors due to the West Asia conflict, with inbound tourist traffic declining by 15-20 per cent and aviation facing rising costs and operational challenges. Despite domestic demand supporting stability, the industry is estimated to incur losses of around INR 18,000 crore.

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 and associates. 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 business. There was no change in nature of business activity during the year.

5. DIVIDEND:
In view of the reduced profit, your directors have not recommended any dividend for the financial year ended 31st March, 2026.

6. RESERVES:
The Companys total Reserves are INR -76.40/- lakhs for the year under review as compared to Rs-115.76/- lakhs for the previous year.

7. DIRECTORS & KEY MANAGERIAL PERSONS:

The Company has received the requisite declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013, confirming that they continue to satisfy the criteria of independence prescribed under Section 149(6) of the Act read with the Rules framed thereunder. Based on the declarations received and after due assessment, the Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise and experience and continue to fulfil the conditions of independence as prescribed under the Companies Act, 2013. The Independent Directors are independent of the management.
Pursuant to the provisions of the Companies Act, 2013, the Board has in place a structured framework for the annual evaluation of its own performance, that of its Committees, individual Directors, including the Chairman, Executive Directors, Non-Executive Directors and Independent Directors.

The evaluation process was carried out through a comprehensive assessment mechanism covering various aspects, including the effectiveness of the Boards composition, discharge of its responsibilities, quality of deliberations, strategic guidance, governance practices, functioning of the Committees, and the contribution of individual Directors. The Independent Directors, at their separate meeting, reviewed the performance of the Chairman, the Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

The outcome of the evaluation was deliberated by the Board, which expressed satisfaction with the overall effectiveness of the Board, its Committees and individual Directors in discharging their respective duties and responsibilities. The Board believes that the existing governance framework continues to support effective decision-making and contributes to the Companys long-term growth and sustainability.

The following policies of the Company are attached herewith marked as:

ANNEXURE – 1 (NOMINATION AND REMUNERATION POLICY):
a) Policy for determining criteria of qualifications, positive attributes for selection of Directors and determining Directors independence;
b) Determining the circumstances and process for removal, retirement, re-appointment or extension of tenure of Directors, KMP and Senior Management and
c) 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, 2026 are as follows:

Sr. No	Name	Designation
1	Dr Shailendra Parmeshwar Mittal	Chairman 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 Kevin Pinto	Compliance Officer & Company Secretary

The details of directors or key managerial person who were appointed or have resigned during the year are as follows:
a. Dr Shailendra Parmeshwar Mittal (DIN: 00221661) was re-appointed as the Managing Director at the 75th Annual General Meeting of the Company to hold office for a term of Five consecutive years (05) with effect from 30th May, 2025 till 29th May, 2030, on attaining the age of seventy-two (72) years, by way of special resolution. As per the articles of association of the company, the Managing Director shall not be liable to retire by rotation at the Annual General Meeting of the Company.

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 3638.19/- lakhs during the financial year 2025-26. The Profit after tax stood at INR 125.96/- lakhs for the financial year ended March 31, 2026.

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 Company	Date of cessation of Subsidiary/ Joint ventures/ Associate Company
NA

10. DETAILS IN RESPECT OF ADEQUACY 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. A N Shah & Associates, Chartered Accountant (FRN No. 152559W), were appointed as the Statutory Auditors of the Company by the shareholders in the 75th Annual General Meeting to hold office from the conclusion of the 75th Annual General Meeting of the Company till the conclusion of the 80th Annual General Meeting to be held for the financial year 2029-30.

Auditors Report
Audit Report has been issued by M/s A N Shah & Associates., 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 had 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), 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 2025-26, 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 2025-26 and issue Secretarial Audit Report. Secretarial Audit Report has been issued by M/s. GHV & Co., Practising Company Secretaries for the financial year 2025-26 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 non-compliance under various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and rule made thereunder:

1. Certain charges continue to be reflected as active on the MCA portal. However, based on the financial records and representation made by the Company, the underlying loans have been duly repaid and the corresponding charges have been satisfied. The Company is in the process of reconciling the records relating to such old charges and updating the MCA records, as applicable.

The Company is presently making sincere efforts to obtain the requisite no-dues certificates and supporting closure documents from the successor entities of the respective banks, wherever applicable. Based on the outcome of the aforesaid exercise, the Company shall take appropriate steps, including approaching the Registrar of Companies and filing the necessary forms, as may be required, for updating the records maintained on the MCA portal.

2. The Company had received a notice dated 30 November 2022 from BSE Limited in relation to Standard Operating Procedure (SOP) fines arising from certain past instances of delayed submission of filings. The Company had submitted a request for waiver of the applicable fines and for revocation of suspension of trading. An amount of Rs15.69 lakh was paid by the Company under protest. Subsequently, BSE Limited considered the Companys request and waived the applicable fines. Further, the Internal Regulatory Oversight and Review Group of BSE Limited granted an in-principle approval for revocation of suspension vide its letter dated 26 May 2025.

The company is pleased to inform that the suspension in trading in equity shares was revoked w.e.f. 8th October 2025 by BSE Limited.

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 has issued and submitted the internal audit report for every quarter of the financial year 2025-26 before the Audit Committee and 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, 2026 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:
In compliance with the applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder, the Board has constituted various statutory Committees to facilitate effective governance, enhance operational efficiency, and ensure focused oversight on key functional areas.

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as it does not meet the criteria prescribed under Regulation 15(2). Accordingly, the provisions relating to corporate governance under the SEBI (LODR) Regulations, 2015 are not applicable to the Company.
As on the date of this Report, the Board has constituted the following Committees:

- Audit Committee;

- Nomination and Remuneration Committee; and

- Stakeholders Relationship Committee.

The composition, terms of reference, roles and responsibilities of the aforesaid Committees are in conformity with the applicable provisions of the Companies Act, 2013 These Committees function within the framework approved by the Board and periodically report their deliberations, recommendations and decisions to the Board for its consideration and guidance.

The details relating to the composition of the Committees, number of meetings held during the financial year, attendance of members and other relevant disclosures are provided hereunder:

Brief details of various Committees are provided hereunder:

i. AUDIT COMMITTEE COMPOSITION:

The Board has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 read with the Rules made thereunder The composition, role, powers, terms of reference and functioning of the Audit Committee are in compliance with the requirements prescribed under the Companies Act, 2013

As on March 31, 2026, the composition of the Audit Committee was as follows:

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

The Audit Committee met 4 (Four) times during the financial year 2025-26. The details of number of Committee Meetings held during the year 2025-26 and attendance of Members of the Committee are given in table below:

Date of Audit Committee Meeting	Name of the Director Ms Jyoti Ghanshyamdas Gupta	Name of the Director Mr Hemant Ramdas Panchal	Name of the Director Mrs Jacinta Bazil Nayagam
28.05.2025	Yes	Yes	Yes
11.08.2025	Yes	Yes	Yes
13.11.2025	Yes	Yes	Yes
12.02.2026	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 invites 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 the 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 Board has constituted the Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder. The composition, terms of reference and functioning of the Committee are in conformity with the requirements prescribed under the Companies Act, 2013. The Committee comprises Non-Executive Directors, with the requisite number of Independent Directors, as mandated under the applicable statutory provisions.

As on March 31, 2026, the composition of the Nomination and Remuneration Committee was as follows:

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

The Nomination and Remuneration Committee met 2 times (Two) during the financial year 2025-26. The details of number of Committee Meetings held during the year 2025-26 and attendance of Members of the Committee are given in table below:

Date of Nomination and Remuneration Committee Meeting	Name of Director Ms Jyoti Ghanshyamdas Gupta	Name of Director Mrs Jacinta Bazil Nayagam	Name of Director Mr Hemant Ramdas Panchal
28.05.2025	Yes	Yes	Yes
12.02.2026	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 and Nomination Policy. The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination and Remuneration Committee to the Board during financial year 2025-26. 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 Board has constituted the Stakeholders Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 read with the Rules made thereunder. The composition, terms of reference and functioning of the Committee are in conformity with the requirements prescribed under the Companies Act, 2013. The Committee is entrusted with the responsibility of considering and resolving the grievances of security in accordance with the applicable laws and regulatory requirements.

As on March 31, 2026, the composition of the Stakeholders Relationship Committee was as follows:

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

The Stakeholders Relationship Committee met 1 (One) time during the financial year 2025-26. The details of number of Committee Meetings held during the year 2025-26 and attendance of Members of the Committee are given in table below:

Date of Stakeholders Relationship Committee Meeting	Name of Director Ms Jyoti Ghanshyamdas Gupta	Name of Director Mrs Jacinta Bazil Nayagam
28.05.2025	Yes	Yes

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met Four (4) times during the Financial Year 2025-2026. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

Date of Board Meeting	Name of Director Dr Shailendra P Mittal	Name of Director Ms Jyoti Gupta	Name of Director Mrs Jacinta Nayagam	Name of Director Mr Hemant Panchal
28.05.2025	Yes	Yes	Yes	Yes
11.08.2025	Yes	Yes	Yes	Yes
13.11.2025	Yes	Yes	Yes	Yes
12.02.2026	Yes	Yes	Yes	Yes

Pursuant to the provisions of Paragraph VII of Schedule IV to the Companies Act, 2013 a separate meeting of the Independent Directors of the Company was convened on Wednesday, February 11, 2026, without the presence of the Non-Independent Directors and members of the management. All the Independent Directors of the Company attended the said meeting.

During the meeting, the Independent Directors, inter alia:
I). reviewed the performance of the Non-Independent Directors and the Board as a whole;
II). reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors;
III). assessed the quality, quantity and timeliness of the flow of information between the management and the Board to enable the Board to effectively and reasonably perform its duties; and
IV). deliberated on matters relating to corporate governance, Board effectiveness and discharge of their responsibilities as Independent Directors.

The Independent Directors expressed satisfaction with the overall functioning of the Board and its Committees and affirmed that the governance framework of the Company continues to facilitate effective oversight, informed decision-making and adherence to the highest standards of corporate governance.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has Policy on Prevention of Sexual Harassment at Work Place and also constituted Internal Complaint Committee to investigate any complaint received on sexual harassment.

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

The Company has not received any complaints pertaining to sexual harassment during the financial year 2025-26. The details are mentioned below: -
(a) number of complaints of sexual harassment received in the year- Nil
(b) number of complaints disposed off during the year- Nil
(c) number of cases pending for more than ninety days- Nil

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

Pursuant to the provisions of Sections 177(9) and 177(10) of the Companies Act, 2013 read with the Rules made thereunder, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism for Directors, employees and other eligible stakeholders, as may be prescribed under the Policy, to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct or any other improper or unlawful practices.

The Vigil Mechanism provides for adequate safeguards against victimisation of persons who avail the mechanism and ensures that genuine concerns are addressed in a fair, transparent and confidential manner. The Policy also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

The Audit Committee oversees the effective implementation and functioning of the Vigil Mechanism. The Board hereby affirms that during the financial year under review, no person was denied access to the Chairperson of the Audit Committee under the Vigil Mechanism.

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:
The Company, during the year, has entered into transactions, as specified under section 188(1) of the Companies Act, 2013, with related parties which are in Ordinary Course of business and are on arms length basis. Further, the said transactions are not material in nature.
During the year under review, the Company sold its immovable property situated at Flat no. 1502, 15th floor, 71P, Kasturba Cross Road No. 4, Borivali (East), Mumbai 400 066 to Narayani Hospitality & Academic Institution Private Limited, a Promoter Company of the Company, for a consideration based on the valuation report obtained from an independent valuer. The said transaction was at arms length price and in the ordinary course of business, and was accordingly not required to be approved by the shareholders under the first proviso to Section 188(1) of the Companies Act, 2013. The transaction was approved by the Audit Committee and the Board of Directors of the Company.
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.

The related party transactions/ disclosures are provided in 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 2025-26.

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, 2026, 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, 2026 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, 2026; 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, 2026.

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.

23. 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 - 6 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.

24. RISK MANAGEMENT:
The Companys robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys Risk Management policies, systems and procedures.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

25. 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.

26. STATEMENT UNDER THE MATERNITY BENEFIT ACT, 1961
Your Directors wish to inform that the Company has complied with the provisions relating to the Maternity Benefit Act, 1961, wherever applicable. The Company has ensured that all eligible female employees have been extended the benefits and entitlements under the said Act, including paid maternity leave, nursing breaks, and such other benefits as prescribed.

27. 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.

28. POLICIES AND CODES:
Pursuant to the applicable provisions of the Companies Act, 2013 read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted various policies, codes and frameworks to ensure sound corporate governance, transparency, ethical business conduct and regulatory compliance. These policies are reviewed periodically by the Board and are amended from time to time to align with the applicable statutory and regulatory requirements.

The Company has, inter alia, adopted the following policies and codes:

- Code of Conduct for Prevention of Insider Trading;

- Anti-Money Laundering Policy;

- Policy on Fit and Proper Criteria of Directors;

- Policy on Prevention of Sexual Harassment at Workplace;

- Vigil Mechanism / Whistle Blower Policy

- Policy on Materiality of Events

- Authority for Determination of Materiality of Events and Disclosure of Information

- Code of Conduct for Directors and Senior Management

- Nomination and Remuneration Policy

- Policy on Preservation of Documents (including Archival Policy).

The aforesaid policies and codes are hosted on the website of the Company and can be accessed at https://tradewings.in/codes-and-policies/

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 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:
The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

Date: 13/08/2026
Place: Mumbai