The Directors are pleased to present the Seventy-Fourth Annual Report of the Company
and the Audited Financial Statements for the financial year ended March 31, 2024.

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:

Standalone Consolidated

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE
YEAR/ STATE OF COMPANY'S AFFAIR:

During the year under review your Company has achieved a revenue of INR
2,13,40,93,288/- as compared to turnover of INR 1,84,62,28,594/- in previous year. The total
expenses of the Company during the reporting period have increased to INR
2,13,33,07,335/- from INR 1,84,42,52,793 /- in the previous year. During the year under
review, the profit before tax is INR 7,85,953/- as compared to profit before tax of INR
19,75,800 /- during the previous year.

The company has recovered its momentum following the disastrous COVID-19
pandemic, which the board of directors is happy to announce. It is true that even though
the Board is trying very hard to make up for the lost time, the COVID-19 pandemic still
has a negative influence on the company's overall performance. In the upcoming years,
your directors will endeavour to expand the branch network, form strategic relationships,
and provide related services in an effort to rebuild the company and ensure profitability.
India's real estate and business sectors are greatly impacted by tourism. Strategies for
growth, effectiveness of operations, preferred locations, employee welfare regulations,
and sustainability objectives are important considerations which the Board has taken into
account while planning for the future.

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, renting and
also in the Cargo business. There was no change in nature of business activity during the
year.

5. DIVIDEND:

In view of the losses, your directors have not recommended any dividend for the financial
year ended 31st March, 2024.

6. RESERVES:

The Company's total Reserves are INR -1,64,80,813/- for the year under review as
compared to Rs. (1,66,17,908) /- for the previous year.

7. DIRECTORS & KEY MANAGERIAL PERSONS:

The Company has received declarations u/s 149(7) of the Companies Act, 2013 from all
the Independent Directors of the Company confirming that they meet the criteria of
Independence as prescribed under the Companies Act, 2013 and in the opinion of the

Board of Directors, all the Independent Directors fulfil the criteria of independence as
provided u/s 149(6) of the Companies Act, 2013 and Rules made thereunder and that they
are independent of the management.

The tenure of Mr. Ramamurthy Vaidhyanathan (DIN: 02318827) as an Independent
Director of the Company will be completed effective from 30th September 2024. With the
recommendations of Nomination and Remuneration Committee, the Board of the
Company has considered and appointed Ms. Jyoti Ghanshyam Gupta (DIN: 07139260) as
Independent Director of the Company subject to the consent of the shareholders at their
meeting.

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

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

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

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

a) Policy for selection of Directors and determining 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 (KMP) of the
Company as on March 31, 2024 are as follows:

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 34,12,93,052 during the
financial year 2023-24. The Profit/ Loss after tax stood at INR 3,05,39,208/- for the financial
year ended March 31, 2024.

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:

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

Auditors' Report

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

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

ii. BRANCH AUDITORS:

The Company has its branches in more than 34 cities in India. The Members, in the Annual
General Meeting of the Company held on September 28, 2018 had authorized the Board
of Directors to appoint Branch Auditors and concurrent Auditors and to fix their
remuneration. Pursuant to the provisions of Section 143(8) of the Companies Act, 2013,
the Board of Directors 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) M/s. A N Shah & Associates, Chartered Accountants, Mumbai (Firm
Registration No 152559W), Amit Bissa and Associates, Chartered Accountants, Mumbai
(Membership No 143651), SABS and Associates, Chartered Accountants, Pune (Firm
Registration No 126840W), Sandeep Agrawal Chartered Accountants, Mumbai
(Membership No 109375), Powar Samant & Jadhav, Chartered Accountants, Kolhapur
(Firm Registration No. 119605W), B. Ganguly & Associates, Kolkata (Firm Registration

No. 318132E) and LKS & COMPANY, Chartered Accountants, Pune (Firm Registration
No 124481W) had been appointed by the Board as the Branch Auditors of the Company
for the financial year 2023-24, 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 2023-24 and issue Secretarial Audit Report.
Secretarial Audit Report has been issued by M/s. GHV & Co., Practising Company
Secretaries for the financial year 2023-24 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:

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 for a
term of 5 years until and including financial year 2026-2027. Further, he has issued and
submitted the internal audit report for every quarter of the financial year 2023-24 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 31^st March, 2024 is uploaded on the website of the Company at
www.tradewings.in.

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

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

14. DETAILS OF COMMITTEES OF THE BOARD:

Currently the Board has 3 Committees:

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

i. AUDIT COMMITTEE COMPOSITION:

The Board has an Audit Committee in conformity with the provisions of Section 177 of
the Companies Act, 2013. As on March 31, 2024, the constitution of the Audit Committee
was as follows:

The Audit Committee met 4 (Four) times during the financial year 2023-24. The details of
number of Committee Meetings held during the year 2023-24 and attendance of Members
of the Committee are given in table below:

All the major steps impacting the financials of the Company are undertaken only after the
consultation of the Audit Committee. 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 Nomination and Remuneration Committee in conformity with the
provisions of Section 178 of the Companies Act, 2013 which comprises of Non-executive
Directors.

As on March 31, 2024, the composition of the Nomination and Remuneration Committee
is as follows:

The Nomination and Remuneration Committee met 1 (One) time during the financial year
2023-24. The details of number of Committee Meetings held during the year 2023-24 and
attendance of Members of the Committee are given in table below:

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 2023-24. Your Company has devised the Nomination Policy
for the appointment of Directors and Key Managerial Personnel (KMP) of the Company
who have ability to lead the Company towards achieving sustainable development. The
Company has also framed Policy relating to the remuneration of Directors, Key
Managerial Personnel and other Employees. A copy of the policy is appended as
ANNEXURE - 5 to the Report.

iii. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

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

As on March 31, 2024, the Composition of the Stakeholders' Relationship Committees as
follows:

The Stakeholders' Relationship Committee met 4 (Four) times during the financial year
2023-24, The details of number of Committee Meetings held during the year 2023-24 and
attendance of Members of the Committee are given in table below:

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Seven (7) times during the Financial Year 2023-2024. 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 Monday, 12^th February, 2024 and all
the Independent Directors of the Company were present at the meeting.

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 2023-24.

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

The Vigil Mechanism of the Company provides Directors and Employees to report their
concerns and has also taken steps to safeguard any person using this mechanism from
victimization and in appropriate and exceptional cases, there is direct access to approach
Chairperson of the Audit Committee. The Board of Directors affirms and confirms that
no personnel have been denied access to the Audit Committee. Protected disclosures
can be made by a whistle blower through an e-mail, or dedicated telephone line or a
letter to the Chairperson of the Audit Committee.

The Policy on vigil mechanism may be accessed on the Company's 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. 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 2023¬
24.

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, 2024, 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, 2024 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, 2024; 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, 2024.

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 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.

23. MANAGERIAL REMUNERATION:

The information required to be disclosed with respect to the 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, 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.

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

24. RISK MANAGEMENT:

The Company's 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 Company's
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 Company's internal
control environment and monitors the implementation of audit recommendations,

including those relating to strengthening of the Company's 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 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 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 Board's 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. 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.

27. OTHER DISCLOSURES/ REPORTING:

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

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

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

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

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

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

f. Til ere are no material changes and commitments affecting the financial position of
the Company which have occurred between the end of tire 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 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.

28. 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 ail other stakeholders. Last but not the least, the Directors wish to thank all
shareholders for their continued support.

For and on behalf of Board of Directors of
Trade Wings Limited

Dr. ShailerrQfaRMittal
Chairman & Managing Director
DIN: 00221661

Address: 62-A, Mittal Bhavan,

Pedder Road, Mumbai -400026

Date: 12.08.2024
Place: Mumbai