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Trade Wings Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 43.46 Cr. P/BV -3.86 Book Value (Rs.) -37.56
52 Week High/Low (Rs.) 145/47 FV/ML 10/1 P/E(X) 11.43
Bookclosure 25/09/2024 EPS (Rs.) 12.68 Div Yield (%) 0.00
Year End :2025-03 

The Directors are pleased to present the Seventy-Fifth Annual Report of the
Company and the Audited Financial Statements for the financial vear 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:

Particulars

F.Y. 2034-2025
(Amount in INR}
Standalone

F.Y. 2023-24
(Amount li INFO
Standalone

F.Y, 2024-2025
(Amount In INR}
Consolidated

F.Y. 2023-24
(Amount fn INR)
Consotidated

Total. income

2487.583,498

2.134,093238

2,557,961.219

2,475,336,340

Total Expenditure

2,181,56-3,434

2,133,307,335

2,521,009,230

2,439,669.838

Profit (LdseE before
Taxation

6,080.015

785,954

36. IE 1,923

35,696,454

Less: Provision for
Taxation

[3,59,159)

(2,09,6571

1.08LS92

(45,80.949)

Net Profit/ (Ides) after
Taxation

5,720,056

576,297

38,033,921

31,115,505

Balance carried forward
to Balance Sheet

5,720,656

576,297

38,033,921

31X1.5,505

2. OPERATIONAL PERFORMANCE & STATE OF COMPANY’S .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 2,13,35,07,335/- in the previous year. During the
year under review, the profit.Toss before tax is (50,80,015/- 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 tire 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 tire Company and
that of its subsidiary. As required under Regulation 34 of the Listing Regulations, tire
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.l of tills
Report.

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

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

5. DIVIDEND:

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

6. RESERVES:

The Company's total Reserves are INR -1,15,75,912/- for the year under review as
compared to INR. -1,64,80,312 - for the previous year.

7. DIRECTORS & KEY MANAGERIAL PERSONS:

The Company has received declarations u. s 149(7) of the Companies Act, 2015 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 tire Companies Act, 2013 and Rules made thereunder and that they
are independent of the management.

The tenure of Mr Ramamurthy Vaidhvanathan (DIN: 02313827) as an Independent
Director of the Company was completed on 30th September 2024. With tire
recommendation of the Nomination and Remuneration Committee, the Board of the
company has appointed Ms Tyoti Ghanshyam Gupta (DIN: 07159260) 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 tire Board as a whole. Feedback was also sought on tire
contributions of individual Directors. Independent Directors, at their Meeting, conducted
the performance review of the Chair man, Non-Independent Directors and tire 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 Companv are attached herewith marked as
ANNEXURE - 1 (NOMINATION AND REMUNERATION POLICY).

a) Policy for selection of Directors and determining Director's 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 (KMPi of the Comnanv as on March 51. 2025 are as follows:

Sr. No

Name

Designation

1

Dr Sha/endra Parmesnwa.' Mittal

Cta rpersc-n ano Managing Director

2

Mr Hemant Ram-das Par.cnal

Non-Executive Director

3

M r.Jat-i i ta Sazi L N ayagam

^dependant Director (Woman]

4

Ms Jyoti Ghansdyam Gupta

independent Director [Woman j

E

MrVisnvYanathar- K Nair

Ch'ef financial Officer (CFO)

6

MsZiinca David Carton

Compliance Officer a 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, 2015 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.

3. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCLATE COMPANIES:

The Company currently has one Wholly Owned Subsidiary Company Le., 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 5,23,13,000 /- 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 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 tire 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 materia)
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 tire 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 vear
2029-2030.

Auditors Report

Audit Report has been issued by M s xhalok Mehta & Co., Practicing Chartered
Accountants, the Statutory Auditors of the Company. There are no qualifications,
reservation or adverse remark or disclaimer made bv 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 tire auditors under (12) of Section 143 of
Companies Act, 2013.

ii, BRANCH AUDITORS;

The Company has its branches in more than 54 cities in India. The Members, in
the Annual General Meeting of the Company held on September 28, 2013 bad
authorized the Board of Directors to appoint Branch Auditors and concurrent
Auditors and to fix their remuneration. Pursuant to tire provisions of Section
145(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. 105HOW] M/s. A N Shah & Associates, Chartered Accountants
(Firm Registration No 15255 9 W), Amit Bissa and Associates, Chartered
Accountants, Mumbai (Membership No 145651), SABS and Associates, Chartered
Accountants, Pune (Firm Registration No 126840W), Sandeep Agrawal Chartered
Accountants, Mumbai (Membership No 109375), Powar Samant & Jadhav,
Chartered x\ccountants, Kolhapur (Firm Registration No. 1196Q5W)., B. Ganguly &
Associates, Kolkata (Firm Registration No. 513132E) and LKS & COMPANY,
Chartered Accountants, Pune (Firm Registration No I244S1W) had been appointed
by the Board as the Branch Auditors of the Company for the financial year 2024¬
25, to audit the various branches of the Company.

ill- SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2015 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board re-appointed M/s. GHY & 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 non¬
compliance under various regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act, 2015 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 ofRs. 15.69 under protest.

BSE Limited has considered the request of
the company and waived the fines
applicable to it. Furthery 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' fang 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 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.

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 tire matter.

iv. INTERNAL AUDITORS:

Pursuant to Section 158 of the Companies Act, 2013 read with Rule 15 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 w^wwv. trade wings, 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 Company's 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

Norr-Executive/ Independent

Ms Jyoti Gucta (DIN: 07139260)

Chairperson

independent (Woman) Drector

Mr Hemant PanchaL
{DIN: 03502S61)

Member

Non-Executive Director

Mrs Jaonta Nayagam
{DIN: 07557797]

Member

independent 'Woman) D rector

The Audit Committee met 4 (F&jir) 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 belowu

Date of Meeting

Ms Jyoti Gupta

Mr Ranamurthy
Vaidhyanathan

M r H e ma-nt Pan-chaL

Mrs J acini a
Nayagam

23.05.2024

-

Yes

Yes

Yes

12.03.2024

-

Yes

Yes

Yes

121LL2024

Yes

-

Yes

Yes

12.02.2025

Yes

-

Yes

Yes

All the major steps impacting tire 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.NQMINATIQK AND SEMUNERATIONCOMMITTEE;

The Company's 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
tire Companies Act, 2015.

As on March 51, 2025, the composition of the Nomination and Remuneration
Committee is as follows:

Name

Designation

Non-Executive/ Independent

Ms Jyod Gupta (DIN: 07139260)

Cha:r person

Independent (Woman] D'rector

Mr He-nant PancnaL
[DIN: 03602851)

Member

Non-Executive Director

Mrs Jacinta Nayagam
(DIN: 07557797)

Member

independent (Woman) D'rector

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 belowu

Date of Meeting

Ms Jyoti Gupta

Mr Ramamurthy
Vardtiyanathan

Mr Hemant
Panchai

Mrs Jacinta
Nay again

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 tire 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 wTas 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, 2015. As on March 51, 2025, the Composition of the
Stakeholders' Relationship Committees as follows:

Name

Designation

Non-Executive/ Independent

Ms Jyoti Gupta (DIN: 07139260)

Chairperson

Independent (Woman! D1 rector

Mrs Jacinta Naysgam
(DIN: 07557797) '

Member

Independent (Womeni Dirsc:cfr

The Stakeholders' Relationship Committee met 4 (Four) times during the
financial year 2024-25, The details of number of Committee Meetings held during
tire 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

12.08.2 024

-

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 2024¬
2025. 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 Stir February, 2025 and
all tire Independent Directors of the Company were present at the meeting.

Date of Board
Meeting

Shailendra P
Mittal

Jyoti Gupta

R, Vaidh-yaratfian

Jacinta

Nayagam

Uemant PancJtaL

28.05.2024

Yes

-

Yes

Yes

Yes

29.07.2024

Yes

-

Yes

Yes

Yes

12.0S.2024

Yes

-

Yes

Yes

Yes

22.03.2024

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, 2015:

The Company has in place an Anti-Sexual Harassment Policy in line with tire
requirements of the Sexual Harassment of Women at Workplace (.Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act'-1). 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 Nii complaints disposed off during the year. There is no complaint
outstanding as on 51st March, 2025 for redressal.

The Policy' on Anti-Sexual Harassment may be accessed on the Company's website at tire
1 ink: 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, 2015, the
Company7 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 Company's interest. The Whistle Blower can
directly7 approach the Chairman of the Audit Committee. The Company7 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 Company's website at the
] i nk: htt p: ;www. tradewi n gs. i n/c od e s_p o 1 i c i e s. htm

18. PARTICULARS OF GUARANTEES OR INVESTMENTS UNDER SECTION 1S6:
Particulars of loans given, investments made, guarantees given and securities
provided are disclosed in the standalone financial Statements which forms part of
tlris report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of the Companies Act, 2015, all the
transactions entered by the Company with Related Parties wTere in the ordinary
course of business and on arm's 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 154(5Hh) of
tire Companies Act, 2015 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 Am1 PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

Your Company has not filed any application under the Insolvency and Bankruptcy7 Code,
2016. Also, no nroceeding is pending under the said Code during the financial vear 2024¬
25. ... -

21. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 154(5) of tire Companies Act, 2013,
your Directors iiereby state and confirm that:

a) In preparation of tire 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 tire state of affairs of the Company as at March 31, 2025 and of the profit and
loss of tire 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 tire 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 51, 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 tire 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 Statutory7 Auditors, aird the reviews performed by
the Management and tire relevant Board Committees, including the Audit Committee, tire
Board is of tire opinion that the Company's 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 the re under, 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 tire remuneration of Directors
and KMP's 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, 2015, 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 Company's 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 Company's 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 Company's continuous endeavour to discharge its liability as a corporate
citizen of India. As the Company does not fulfil the criteria specified under
Section 155(1) of the Companies Act, 2015, 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
Board's Report details as required under section 155 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 154(5)(m) of the Companies Act, 2013
read with Rule S(3) of the Companies (Accounts) Rules, 2014, pertaining to
con sen-at ion of energy, techno logy 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 54(2) read with Schedule V(B) of SEBI (Listing
Obligation and Disclosure Requirements;, Regulations, 2015, report on
"Management Discussion and Analysis" is attached as ANNE XU RE - 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, 2015).

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
Comp any 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 Company's 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 whole¬
hearted 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, Company's 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 Hoard of Directors oi
Trade Wings Limited

-

Dr. ShiiitChdra P. Mi Mai
Chairman & Managing Director
DIN:0022 1061

Address; G$-A, Mittal Bhavan,

Fedder Road, Mumfcai 40U026

DaU: 11th August, 2025
Place: Mumbai


 
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