Tradewell Holdings Ltd Directors Report

To, The Members

TRADEWELL HOLDINGS LIMITED

Your Directors have pleasure in presenting the 30^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

PARTICULARS	2023-2024	2022-2023
Total Income	3166.54	103.98
Expenditure	2857.35	152.73
Profit/(Loss) before Tax	309.19	(48.74)
Tax Expenses	(62.14)	8.43
Profit/(Loss) for the year	247.05.	(40.31)
Earning Per Equity Share
Basic	8.22	(1.34)
Diluted	8.22	(1.34)

COMPANY PERFORMANCE

The overall performance for the financial year ended 31^st March, 2024 was satisfactory. During the year of operation, the Company has earned revenue from operation of Rs. 2673.42 lakhs (against Rs. 90.11 previous year) and other income is Rs. 493.12 lakhs which includes some of the income from Real estate business also andhasregisteredanetprofitof Rs. 247.05 lakhs (against a loss Rs 40.31 Lakhs previous year). However, your Directors are confident that the company will do much better in future and trying its level best to further improve its performance.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31^st March, 2024 considering the future plans of the Company.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in Nature of Business of company.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments occurred, which may affect the financial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SHARE CAPITAL

(A) Authorized Share Capital

The Authorized Share Capital of the Company stands at Rs.160,000,000/-(divided into 16,000,000 Equity shares of Rs. 10/- each). During the year, there has been no change in the Authorized Share Capital of the Company.

(B) Paid-up Share Capital

Equity

The paid up Share Capital of the Company stands at Rs.30,044,000/- (divided into 3,004,400 Equity shares of Rs. 10/- each). During the year, there has been no change in the paid up Share Capital of the Company.

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares(including sweat equity shares) to the employees or Directors of the Company under any scheme.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIRPERFORMANCE AND FINANCIAL POSITION

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

During the year under review, there was a Re-appointment of Mrs. Aruna Manchanda as a Director, who retires by rotation in the AGM held on 26^th day of September, 2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kamal Manchanda, whole time Director (having DIN: 00027889) the Company is liable to retire by rotation in the ensuing Annual General Meeting of the Company, being eligible and offers himself to be re-appointed as a Director of the Company. The Board recommends his re-appointment for consideration of the Members of the Company at the ensuing Annual General Meeting.

Key Managerial Personnel (KMP):

Mrs. Uma Kumari was appointed as Company Secretary and Compliance officer of the Companyw.e.f. 01.01.2024

Board Evaluation;

Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

The evaluation process focused on various aspects of the board and its committees such as the size, structure, composition and expertise of the board, frequency of meetings, effective discharge of functions and duties by Board and Committee prescribed under the law and as per terms of reference, in case of the committees, ensuring the integrity of the Companys accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board andAudit Committee), working in the interests of all the stakeholders of the company and such other factors.

The performance of the board and committees was evaluated by the board after seeking inputs from all the directors.

Independent Directors Declaration as required under Section 149(7) of the Companies Act, 2013 read with Schedule IV of Companies Act 2013;

The Company has received a confirmation/declaration from each of the Independent Directors stating that they meet the criteria of independence. The following Non-Executive Directors of the Company are independent in terms of Section 149(6) of the Companies Act, 2013, and the Listing Regulations:

1) Mr. Munish Bhardwaj

2) Mr. Nalin Mohan Mathur

None of the Directors are disqualified for being appointment/re-appointment as directors in terms of Section 164 of the Companies Act, 2013.

However, Mr. Nalin Mohan Mathur, an Independent Directors of the company is now going to retire due to expiry of two terms of 5 years of their appointment on 29.9.2024.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, Ten (10) Board Meeting were convened. The details of the Board Meetings with regard to their dates and attendance of each of the Directors have been produced below;

No. of Board Meeting	Date of Board Meeting	Attendance of Directors at the Board Meeting
1	18/04/2023	4
2	30/05/2023	4
3	11/08/2023	4
4	29/08/2023	4
5	16/10/2023	4
6	09/11/2023	4
7	30/11/2023	4
8	02/01/2024	4
9	05/02/2024	4
10	07/03/2024	4

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirmingthat they meet the criteria of independence under Section 149(6) of the CompaniesAct and Regulation 16(1) (b) of SEBI LODR Regulations.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established.

INTERNAL CONTROL SYSTEM

The Companys internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations. The internal auditor carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

LISTING

Equity Shares of your Company are listed presently at The Bombay Stock Exchange Limited (BSE). The Annual Listing Fees for the F.Y. 2023-24 have been paid to the concerned Stock Exchange.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

EMPLOYEES BENEFITS

Employee benefits in the form of Gratuity and Staff Welfare Fund are some defined benefit schemes. The contributions to the Gratuity and Staff Welfare Fund are charged from profit and loss for the year when the contributions are due.

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARDS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with requirements of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under: A. Manner of evaluation as recommended to the Board by the Nomination and Remuneration Committee

1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of the Nomination and Remuneration Committee collated the inputs from Directors about Chairmans performance as a Director of the Board and/or Chairman or the Member of the Board Committees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed the evaluation, excluding the Director being evaluated.

B. Criteria of evaluation as approved by the Nomination and Remuneration Committee;

The aforesaid evaluation was conducted as per the criteria laid down by the Nomination and Remuneration Committee as follows:

Performance Evaluation
Criteria
1) Board as a whole	• Fulfilmentof functions of the Board(for instance guiding corporate strategy, risk policy, business plans, corporate performance, monitoring Companys governance practices etc., as per the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
	• Number of Board Meetings held during the year.
2) Board Committees	• Fulfilment of functions of the Committee with reference to its terms of reference, the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
	• Number of Committee Meetings held during the year.
3) Individual Directors	• Fulfilment of responsibilities as a Director as per the Act, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and applicable Company policies and practices,
	• In case of the concerned Director being Independent Director, Executive Director, Chairperson or Member of the Committees, with reference to such status and role,
	• Board and/or Committee meetings attended,
	• General Meetings attended.

CONSTITUTION OF AUDIT COMMITTEE [Section 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)]

The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met four times during the year. As of the date of this report, the Committee is comprised of three direct0ors namely Mr. Munish Bhardwaj (Chairman), Mr. Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda (Member) of the Company.

Meetings

During the financial year 2023-24, Four (4) meetings of the Audit Committee were held, as detailed herein below. The gap between two meetings did not exceed the prescribed limits as provided in the act.

The details of the meetings held and the attendance of the Members of the Audit Committee are as detailed herein below:

		ATTENDANCE
Date of meeting	MR. MUNISH BHARDWAJ	MR. NALIN MATHUR	MOHAN MRS. ARUNA MANCHANDA
30/05/2023
11/08/2023
09/11/2023
05/02/2024

NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)]

Nomination and Remuneration Committee of the Board has been constituted as per section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. As of the date of this report, the Committee is comprised of three directors namely Mr. Munish Bhardwaj (Chairman), Mr. Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda (Member) of the Company.

Meetings

During the financial year 2023-24, the Committee mettwo times. The details of the meetings held and the attendance thereat of the Members of the Nomination and Remuneration Committee are as detailed herein below:

	ATTENDANCE
Date of meeting	MR. MUNISH BHARDWAJ	MR. NALIN MOHAN	MRS. ARUNA
		MATHUR	MANCHANDA
30/05/2023
02/01/2024

STAKEHOLDER RELATIONSHIP COMMITTEE

[Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)]

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of LODR. As of the date of this report, the Committee is comprised of three directors namely Mr. Munish Bhardwaj (Chairman), Mr. Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda of the Company.

It looks after the stakeholders grievances and redressal of investors complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.

Meetings

During the financial year 2023-24, the Committee metonce. The details of the meetings held and the attendance there at of the Members of the Stake Holder Relationship Committee are as detailed herein below:

		ATTENDANCE
Date of meeting	MR. MUNISH	MR. NALIN MOHAN	MRS. ARUNA MANCHANDA
	BHARDWAJ	MATHUR
09/11/2023

RISK MANAGEMENT COMMITTEE

The risk management committee of the Company has been constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations.

However, the above said committee has been dissolved now with the permission of the Board, as the Company is no longer require to continue the constitution of this committee for the reason not fall in the list of Top 500 listed Companies based upon market capitalization.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the Provisions of Section 149(6) read with Schedule IV to the Companies Act, 2013, a separate meeting of the Independent directors is required to be held during the year to inter-alia reviewed the performance of non-independent directors and the board of directors as a whole; reviewed the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

During the year one meeting of the Independent Directors was held on 05/02/2024 without the attendance of any non-independent directors and members of the Company. Both the independent directors attended the meeting.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in "Annexure-2".

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the Annual Accounts of the Company for the year ended 31 ^st March, 2024 that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(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, 2024 and of the loss of the Company for that period;

(c) the directors have taken proper andsufficientcare 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 financial statements 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 were operating efficiently; and

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The controls are adequate for ensuring the orderly and efficientconduct of the business, completeness of accounting records and timely preparation of reliable financial information, besides adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy, etc.

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including internal auditor and secretarial auditor of the Company as per Section 134 (3) (c&a) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan and/or provided Guarantee and Investment which are in excess of the limits as mentioned in the provisions of Section 186 of the Companies Act, 2013 and rules made there under. There has been no default in repayment of deposits or payment of interest thereon during the financial year ended on 31^st March, 2024. Further, there are no deposits, which are in non-compliance with the requirements of Chapter V of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Related party transactions entered during the period under review are disclosed in the Note 26 of the Financial Statements of the company for the financial year ended March 31, 2024. These transactions entered were at an arms length basis and in the ordinary course of business. There were nomateriallysignificantrelated party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website

DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013, READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

The details forming part of the extract of Conservation of Energy, Technology Absorption is annexed herewith as "Annexure 3".

A. CONSERVATION OF ENERGY

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

B. TECHNOLOGY ABSORPTION

Your Company actively pursues a culture of technology adoption, leveraging on the advancement to serve customers better, manageprocessefficientlyand economically and strengthen control systems. The Company has maintained a technology friendly environment for its employees to work in. In keeping with the current trends in the areas of digital marketing and social media, the Companyhaseffectivelyused these avenues in positioning itself in the market place and gain better Customer engagement.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earnings and outgo in foreign exchange during the year under review.

D. DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or proceeding pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

E. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Your directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2023-24 which may adversely impact the status of ongoing concern and operations in future of the Company.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website www. brandrealty.in

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company are as follows:

S. No. Name of the Policy	Brief Description
1. Whistle blower Policy (Policy on Vigil Mechanism) [Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
2. Nomination Remuneration & Evaluation policy [Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	The Board has on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of qualifications, attributes, independence of a director and remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
	The same is attached in the report as "Annexure 4".
3. Prevention, Prohibition &Redressal of Sexual Harassment of Women At Workplace	The Company has in place a Policy on Prevention, Prohibition &Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. During the year, the Company has not received any compliant of sexual harassment.
4. Risk Management Policy	Your Company has formulated and adopted a Risk Management Policy.
	The Board of Directors is overall responsible for identifying, evaluating and risks faced by managingallsignificant the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization.
5. Related Party Transaction Policy [Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions.
6. Insider Trading Policy [19] Annual Report 2023-24	The Policy provides the framework in dealing with securities of the company.
7. Document Retention and Archival Policy [Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listing entity shall formulate a policy for preservation of documents and Regulation 30(8) of the Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Companys website.
8. Materiality Disclosure Policy [Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listed entity shall make disclosure of any events or information which, in the opinion of the Board of Directors of the listed company, is material and the same being hosted on the Companys website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION, PROHIBITION AND RESDRESSAL) ACT, 2013

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act ,2013 your Company has taken the initiatives towards any action on the part of any executive, which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working in the premises of the Company. The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such complaints.

Number of complaints pending as on the beginning of the period	- NIL
Number of complaints filed during the financial period	- NIL
Number of complaints pending as on the end of the period	- NIL
AUDITORS

(a) STATUTORY AUDITOR AND THEIR REPORT

M/s Shyam Rastogi & Co., Chartered Accountants, having ICAI Firm Registration No. 506951C were appointed as the Statutory Auditors of the Company at the Annual General Meeting held in the year 2022 for a period of five years, from the conclusion of the 28th Annual General Meeting of the Company until the conclusion of the 33rd Annual General Meeting of the Company. But they have tendered their resignation on 05.08.2024 from the position of Statutory Auditors due to pre occupation in other assignments, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 ("Act").

Casual vacancy caused by the resignation of auditors filled up by the Company in this ensuing Annual general meeting.

Board proposes that M/s. KNA Associates., Chartered Accountants (Firm Regn. No. 014111N), (New Auditor) be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation ofM/s Shyam Rastogi & Co.,

Chartered Accountant, (Old Auditor) Chartered Accountants, Delhi.

M/s. KNA Associates, Chartered Accountants (Firm Regn. No. 014111N) (New Auditor), have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 139 of the Companies Act, 2013.

There is no audit qualification, reservation or adverse remark for the financial year under review.

(b) Secretarial Auditor and its report

As required under section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company. Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries, New Delhi, were appointed as Secretarial Auditor for carrying out the secretarial audit of the Company for the Financial Year 2023-2024. The secretarial audit report for the financial year ended 31 ^st March, 2024 is annexed with the Boards report as "Annexure 5".

(c) Internal Auditor

According to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, Mr. Amit Rastogi having its office at 1B/14B, Ashok Vihar, Phase-1, New Delhi-110052 was appointed as Internal Auditor of the Company for the Financial Year 2023-24 to carry out the roles and responsibilities during the current financial

The Internal Audit Department conducts comprehensive audit of functional areas and operations of the Company to examine the adequacy and compliance with policies,procedures,statutoryandregulatoryrequirements.Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks.

Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The notes on account referred to in Auditors Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Secretarial Audit Report contains following observations along with management reply:

S. No. Observations	Management Reply
1. Mr. Nalin Mohan Mathur was appointed as an Independent director of the company for the first term w.e.f 30.09.2014 to 29.09.2019 and for the second term from 30.09.2019 to 29.09.2024 but his name is not added /registered in data bank as per Rule6 oftheCompanies (Appointmentandqualification of Directors) Rules, 2014 read with as per Companies (Creation and Maintenance of databank of Independent Directors) Amendment, Rules 2021 on 18th June 2021.	The Management informed that the Company was unaware of this and his term going to expired on 29.09.2024
However his term expires on 29.09.2024.
2. As per Regulation 6(1) of SEBI (LODR) Regulations, 2015, there was a delay of 12 days for appointment of company secretary.
3. Munish Bhardwaj was appointed as Independent director of the Company for five consecutive years for the first term w.e.f 29.09.2018 to 28.9.2023 and he was re-appointed for a second term of 5 (five) consecutive years from 29.09.2023 to 28.09.2028 but this agenda was not added/ included in notice of AGM held in the year 2023. So this agenda of his reappointment as an independent Director is to be passed in this AGM w.e.f. 29.09.23 to 28.09.2028	The Management informed that the Company was unable to find suitable candidate for the post of Company Secretary and Compliance officer. This was not intentional but rather a human error and inadvertently made

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The copy of the Annual Return of the Company for the financial year ended on March 31 ^st, 2024 will be placed on the website of the Company and will be available on the website of the Company i.e. www.brandrealty.in.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.

DEMATERAILIZATION OF SHARES

The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility for dematerialization of shares either of the Depositories as aforesaid

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended herein. The said report is part of the annual report as "Annexure-6".

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) as its equity share capital is less than Rs. 10 Crore and Net Worth is not exceeding Rs. 25 Crores, as on the last day of the previous financial year.

WHOLE TIME DIRECTOR AND CHIEF FINANCIAL OFFICERCERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, Whole Ti 2015, the certificate me Director and Chief Financial Officerhad been obtained and is attached in the said annual report as "Annexure-7 & 8 "

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and Report Trading by Insiders". "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company and "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" has been formulated to regulate, monitor and report trading by employees and other connected persons of the Company.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.

APPRECIATION AND AKNOWLEDGEMENTS

We thank our customers, business associates and bankers for their continued support during the Financial Year. We also place on record our sincere appreciation for the enthusiasm and commitment of Companys employees for the growth of the Company and look forward to their continued involvement and support.

	By Order of the Board of Directors
	For Tradewell Holdings Limited
Sd/-	Sd/-
Kamal Manchanda	Aruna Manchanda
(Whole Time Director)	(Director)
DIN: 00027889	DIN: 00027965
Date: September 02, 2024
Place: Delhi