Directors Report of East West Freight Carriers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 44th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2025.

FINANCIAL PERFORMANCE:

The Standalone and Consolidated Financial Highlights for the year ended 31^st March, 2025:

(Amount in Rs. Lakhs)
Particulars Standalone* Consolidated*
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	27,048.17	19,799.34	28,535.41	20,842.94
Other Income	119.77	905.14	133.47	905.56
Total	27,167.93	20,704.48	28,668.88	21,748.50
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1004.14	1954.46	1212.92	2,149.62
Less: Depreciation/ Amortization/ Impairment	104.05	144.12	175.80	195.66
Profit /loss before Finance Costs, Exceptional items and Tax Expense	900.09	1810.34	1037.12	1,953.96
Less: Finance Costs	786.12	1,086.47	803.15	1,090.68
Profit /loss before Exceptional items and Tax Expense	113.97	723.88	233.97	863.28
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	113.97	723.88	233.97	863.28
Less: Tax Expense
-Current Tax	35.00	25.20	58.00	62.20
-Deferred Tax	15.56	136.41	22.77	133.50
-Prior Period Tax	-	(5.18)	1.37	(5.18)
Profit /loss for the year (1)	63.41	567.45	151.84	672.76
Non-Controlling Interest	-	-	-22.36	-35.91
Total Comprehensive Income/loss (2)	-6.71	91.26	-5.68	92.42
Total Comprehensive Income for the period (Comprising profit/ (loss) and other Comprehensive Income for the period) (1 2)	56.71	658.71	123.79	729.26

*Note:-

Hon''ble National Company Law Tribunal, Mumbai Bench has, vide Order dated 4th January, 2024 sanctioned the Scheme of Amalgamation between Zip Express & Logistics Private Limited and East West Freight Carriers Limited with the East West Holdings Limited. The Company has received approval from ROC on 12th April, 2024 & effect of the same has been considered on financials.

Previous period figures have been regrouped/reclassified as considered necessary to facilitate comparison. After approval of amalgamation, figures of M/s East West Holdings Limited, M/s East West Freight Carriers Ltd and M/s ZIP Express & Logistics Private Ltd have been merged as Standalone Figures.

REVIEW OF PERFORMANCE:

Standalone:

The Revenue from operations for FY 2024-2025 was Rs. 27,167.93/- lakhs (Previous Year Rs 20,842.94/.The Company earned profit after tax of Rs. 63.41/-lakhs (Previous Year Profit Rs. 567.45/-). Total Comprehensive Income for the period was Rs. 56.71/- (Previous Year Loss Rs. 658.71/-)

Consolidated:

The Revenue from operations for FY 2024-2025 was Rs. 28,668.88/- lakhs (Previous Year Rs. 21,748.50/-). The Company earned profit after Tax of Rs. 151.84/-lakhs (Previous Year Loss Rs. 672.76/-). Total Comprehensive Income for the period was Rs. 123.79/- (Previous Year Loss Rs. 729.26/-)

INDUSTRIAL SCENARIO:

India stands as the fourth-largest economy in the world. Different sectors, including the service, manufacturing, and agriculture, led India''s strong recovery after the pandemic in 2021 and 2022, resulting in 15.3% growth over the two years. India has since maintained its status as the world''s fastest-growing major economy, with a real GDP growth rate (at constant prices) of 6.5% in the year 2024-2025. Stronger supply chains today mean a stronger, more resilient India tomorrow. The government''s push for infrastructure development and digitalization has further accelerated growth, establishing India as a key logistics hub in Asia. Further details on Industrial Scenario is provided in Management Discussion and Analysis report forming part of this Board Report

DIVIDEND:

The Directors do not recommend dividend for the financial year 2024-2025.

TRANSFER TO RESERVES:

During the financial year, there was no amount proposed to be transferred to the Reserves.

MAJOR EVENTS OCCURED DURING THE YEAR:Â¦ Changes in the Nature of Business, if any

During the year under review the Company continued to provide total logistics services to its customers and there was no change in the nature of business or operations of the Company which impacted the financial position of the Company

Â¦ Material Changes and Commitments Affecting Financial Position of the Company:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

RECLASSIFICATION OF SHARE CAPITAL OF THE COMPANY BY CONSOLIDATING:

Â¦ The Board of Directors of the Company at their meeting held on 14^th February, 2025 considered it desirable to consolidate the face value of the Equity portion of the authorized share capital of the Company pursuant to the provisions of Sections 61 (1) (b) and other applicable provisions of the Companies Act, 2013 ("the Act"), (including any statutory modification or re-enactment thereof) as may be applicable.

Â¦ Further the Shareholders of the Company on 28^th March, 2025 through Postal Ballot Notice dated 14^thFebruary, 2025 approved the Reclassification of Share capital of the Company by consolidating face value of shares from Rs. 2/ - to Rs. 10/- each.

Â¦ The Company has filed Petition/ application in accordance with the provisions of Section 61(1)(b) of the Companies Act, 2013 read with Rule 71 of the National Company Law Tribunals Rules, 2016 and other applicable provisions of the Companies Act, 2013 to obtain sanction of The Hon''ble National Company Law Tribunal, Bench at Mumbai ("NCLT") for the consolidation of Equity Shares and the said Petition is under process.

The Rationale for undertaking the Consolidation of Equity Shares by the Company:

Â¦ Many shareholders have expressed their willingness to the management from time to time to seek an exit from the Company by way of selling their shares. The management of the Company deliberated on the same and considering the mutual benefits of consolidation to the shareholders and the Company, and it was proposed to consolidate the Equity Share Capital by increasing its face value from Rs. 2/- to Rs. 10/-, pursuant to the provisions of section 61(1)(b) of the Companies Act, 2013.

Â¦ The proposed consolidation will result in increase in share price which will attract institutional investors, fund managers and the retail investors.

Â¦ The consolidation of shares would result in reduction of the overhead costs incurred on servicing the fragmented shareholders and improve the liquidity of the company''s shares in the stock market and rebuild the investor confidence.

SCHEME OF AMALGAMATION Approval of the Scheme:

Â¦ The Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench vide Order dated 4th January, 2024 sanctioned the Scheme of Amalgamation between Zip Express & Logistics Private Limited (ZIP) (First Transferor Company) and East West Freight Carriers Limited (EWFCL) (Second Transferor Company) with the East West Holdings Limited (EWHL) (Transferee Company) under Sections 230 to 232 of Companies Act, 2013.

Â¦ The Copy of the NCLT order was filed with the Registrar of Companies, Maharashtra at Mumbai and the said order was registered and approved by the Registrar of Companies on 12^th April, 2024 and with effect from this date Zip Express & Logistics Private Limited and East West Freight Carriers Limited stands Amalgamated.

Change in Name of the Company

Â¦ The Scheme of Amalgamation as sanctioned by The Hon''ble National Company Law Tribunal (NCLT) included the change of name of the Company from ''''East West Holdings Limited'' to ''East West Freight Carriers Limited".

Â¦ Accordingly an application for change in name of the company from ''East West Holdings Limited'' to ''East West Freight Carriers Limited'' was filed with Government of India, Ministry of Corporate Affairs, Office of the Registrar of Companies, Central Registration Centre, and the same was approved on 9th July, 2024.

Â¦ Therefore as on the date mentioned above the name of the company stands changed to East West Freight Carriers Limited

SHARE CAPITAL:

During the year under review, there was change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company as under:

Authorized Share Capital*

The Authorized Share Capital of the Company is Rs.33,00,00,000/ - divided into 16,50,00,000 Equity Shares of Rs.2/- (Rupees Two only) each."

Issued, Subscribed and Paid-up Share Capital*

- The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 25,51,50,000/- divided into 12,75,75,000 Equity Shares of face value of Rs.2/- each.

Â¦ The Company has not issued any Equity Share with differential rights, sweat equity shares during the year under review.

Note:

*The Shareholders of the Company on 28th March, 2025 through Postal Ballot Notice dated 14th February, 2025 approved the Reclassification of Share capital of the Company by consolidating face value of shares from Rs. 2/- to Rs. 10/- each, accordingly Authorised Share Capital of the Company will be consolidated into 3,30,00,000 Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital of the Company will be consolidated into

2,55,15,000 Equity Shares of the face value Rs. 10/- each subject to approval of The Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

The Ministry of Corporate Affairs under Section 124 and 125 of the Companies Act, 2013 requires dividends that are not encased/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF).

During the year under consideration, Rs. 9269.50/- towards unclaimed or unpaid dividend pertaining to financial FY 2017-2018 is required to be transferred to IEPF in accordance with Section 125 of the Companies Act, 2013.

MANAGEMENT:Key Managerial Personnel

As on 31st March, 2025, the following persons have been designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Ajaz Shafi Mohammed, Managing Director& CEO;

2. Mr. Huzefa Wapani, Chief Financial Officer ("CFO");

3. Mr. Fulchand Kanojia, Company Secretary ("CS").

Changes in KMP during the financial year:

During the year under review there was no change in the Key Managerial Personnel ("KMP") of the Company.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of The Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of the Directors report and is enclosed as Annexure I.

BOARD & COMMITTEES

As on 31st March, 2025, the Board of the Company consisted of Six Directors comprising of a Three Executive Directors and Three Non-Executive Independent Directors, of whom two are Women Independent Director.

Appointments, Reappointments and Cessation of Directors

Based on the recommendation of the Nomination & Remuneration Committee and in accordance with provisions of the Act and the Listing Regulations;

Â¦ During the year under review there was appointment of Director as under.

- Appointment of Mr. Rajesh Thakrar (DIN-10886640) as Additional Director in the category of NonExecutive Independent Director of the Company in the Board Meeting held on 10/01/2025 and approved by the Shareholders of the Company vide special resolution passed through Postal Ballot on 28/03/2025.

Â¦ During the year under review there was 1 (One) resignation as given below:

- Mr. Mohammad Saoodul Hasan (DIN: 08144468) resigned as Independent Director of the Company with effect from 06/03/2025 due to personal engagement and difficult in travelling and attending meeting.

RECONSTITUION OF COMMITTEES

The Board of Directors of the Company at its meeting held 24/03/2025 have re-constituted the Audit Committee and Nomination and Remuneration Committee due to the appointment, reappointment, cessation and resignation as mentioned above and the details of the same is provided in the corporate governance report forming part of this report.

Committee Position

The details of the composition of the Committees, meeting held, attendance of Committee Members at such meetings and other relevant details are provided in the ''Corporate Governance Report''.

Director Retiring by Rotation

Mr. Shafi Mohammad (DIN: 00198984) - Executive Director

In terms of Section 152 of the Act, Mr. Shafi Mohammad (DIN: 00198984) - Executive Director retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing 44th AGM scheduled to be held on Monday 29^th September, 2025. Mr. Shafi Mohammad - Executive Director has consented to and is not disqualified from being re-appointed as Executive Director in terms of Section 164 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is related to Mr. Ajaz Shafi Mohammed and not with any KMPs of the Company.

Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in the additional information section of the AGM Notice.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Fourteen (14) meetings of the Board of Directors of the Company were held during the year. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board from time to time. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Detailed information is given in the Corporate Governance Report.

Declaration from Independent Directors

The Company has received from all Independent Directors declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of independence as required under Section 149(7) of the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013.

The said policy alternatively can also be accessed on the website of the Company at the following link: chromeextension://oemmndcbldboiebfnladdacbdfmadadm/https://docs.ewhl.in/wpcontent/uploads /2021/09/ NOMINATION-AND-REMUNERATION.pdf

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual performance of the Board, its Committees, Chairperson and Individual Directors including Independent Directors was evaluated based on the framework that has been designed in compliance with the requirements of the Act and the SEBI Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by SEBI.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 3 (c) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c. that the Directors had 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, and,

d. The Directors had prepared the accounts for the financial year ended 31st March, 2025 on a going concern basis.

e. The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:

As on 31st March, 2025 following are the Subsidiaries/Associates/Joint ventures of the Company:

- Unique Airfreight & Logistics Private Ltd is the subsidiary of the Company.

A statement containing the salient feature of the financial statement of the Company''s Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form AOC-1 and is enclosed as Annexure II.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Company''s website at the link chrome-

extension:/ / oemmndcbldboiebfnladdacbdfmadadm/https://docs.ewhl.in/ wpcontent/ uploads/2021/ 09 / POLICY-FOR-DETERMINATION.pdf

DEPOSITS:

During the year under review, Your Company has neither accepted/ invited any deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 nor did any deposits remain unpaid or unclaimed during the year under review.

LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements and are provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and forms part of this report as Annexure- III.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board from time to time is available on the Company''s website at the link: chrome-extension:/ / oemmndcbldboiebfnladdacbdfmadadm/https://docs.ewhl.in/ wpcontent/ uploads/2021/ 09/ dealing.pdf

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Accounts )Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period is enclosed herewith as Annexure- IV.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has established a vigil mechanism for Directors and employees and the same has been communicated to the Directors and employees of the Company. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

The Whistle Blower Policy is hosted on the Company''s website chrome-extension:/ / oemmndcbldboiebfnladdacbdfmadadm/https://docs.ewhl.in/wp-content/uploads/2021/09/Details-of-establishment.pdf

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There were no material changes and commitments, which affected the financial position of the company between the end of the financial year to which the financial statements relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

AUDITORS:Statutory Auditor

M/s. Mittal & Associates, Chartered Accountants (Firm Reg. No. 106456W) were appointed as the Statutory Auditor of the Company in the AGM held on Thursday, 30th September, 2021 in for a period of 5 years.

The Report given by the Auditors M/ s. Mittal & Associates, Chartered Accountants on the financial statements of the Company is part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer given by the Auditors in their Report

Secretarial Auditor

The Secretarial Audit Report issued by M/s. Nuren Lodaya & Co. Practicing Company Secretary contains remarks for which the Board has provided explanation as under:

1. The Company has filed Corporate governance compliance report for quarter ended September 2024 after due date and has paid the Fine amount.

Reply by the Board:

The delay in submission of the aforesaid disclosure was inadvertent and occurred on account of an unintentional oversight.

2. The company has not complied with the quorum requirements as per Regulation 17(2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable for top 2000 listed companies and has paid the fine amount.

Reply by the Board:

The Board informed that as per Companies Act, 2013 there was Quorum for the Board Meeting held in Nov, 2024 but as per Regulation 17(2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable for top 2000 listed, 1 independent director should be present in the Meeting. However there was no independent director present for just 1 Meeting in Nov, 2024 and the Company took note of the same and paid fine. Further for the information of the Shareholders, the Company now does not comes into top 2000 listed companies criteria as on the date of this report.

REAPPOINTMENT OF SECRETARIAL AUDITOR:

Pursuant to Regulation 24A(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) A Listed Entity shall appoint or re-appoint Secretarial Auditor for a term of 5 (five) consecutive years subject to the approval of shareholder. Accordingly the Board of Directors in its Meeting held on 30/05/2025 recommend the Reappointment of CS Nuren Lodaya of M/s. Nuren Lodaya & Co Practicing Company Secretary as the Secretarial Auditor of the Company for a term of 5 years subject to the approval of shareholders in the ensuing AGM.

COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

REPORTING FRAUD:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

INTERNAL AUDITOR

Pursuant to Section 138 of the Act & rules made thereunder M/s. Bhumika C. Agarwal & Associates Chartered is the Internal Auditor of the Company as on the date of this report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) the Management discussion and Analysis is set out & forms part of the Annual Report.

INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and same were operating throughout the year. Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company reappointed M/s. Bhumika C. Agarwal & Associates Chartered as the Internal Auditor of the Company for FY 2025-2026. The audit committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has adopted the Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Company is in the process of constituting an Internal Complaints Committee, known as the Prevention of Sexual Harassment ("POSH") Committee, to inquire into complaints of sexual harassment and recommend appropriate action. During the year ended March 31, 2025, there was Nil complaints recorded pertaining to sexual harassment.

ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March, 2025 prepared in compliance with Section 92(3) of the Act and Rules framed thereunder in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: https://www.ewfcpl.com/blank-1.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision of Section 135 and Schedule VII of the Companies Act, 2013 related to corporate social responsibility (CSR) is not yet applicable to the Company.

CORPORATE GOVERNANCE:

A separate section on the Corporate Governance together with requisite certificate obtained from the Practicing Company Secretary, confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 34 read along with Schedule V of the Listing Regulations, forms part of the Annual Report as Annexure - V.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no application made/proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS

The applicable Secretarial Standards have been duly followed by the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media and the employees of the Company.

Mar 31, 2024

Your Directors have pleasure in presenting the 43^rd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2024.

FINANCIAL PERFORMANCE:

The Standalone and Consolidated Financial Highlights for the year ended 31^st March, 2024:

Particulars	Standalone*		Consolidated*
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	19,799.34	23,941.51	20,842.94	25,000.07
Other Income	905.14	101.64	905.56	104.34
Total	20,704.48	24,043.15	21,748.50	25,104.41
Profit/loss before Depreciation, Finance Costs, Exceptional items and T ax Expense	1954.46	(810.29)	2,149.62	(892.63)
Less: Depreciation/ Amortization/ Impairment	144.12	153.14	195.66	176.53
Profit /loss before Finance Costs, Exceptional items and T ax Expense	1810.34	(657.15)	1,953.96	(716.10)
Less: Finance Costs	1,086.47	793.31	1,090.68	795.42
Profit /loss before Exceptional items and T ax Expense	723.88	(136.16)	863.28	(79.32)
Add/(less): Exceptional items	-	-	-	-
Profit /loss before T ax Expense	723.88	(136.16)	863.28	79.32
Less: Tax Expense
-Current T ax	25.20	-	62.20	16.00
-Deferred T ax	136.41	9.69	133.50	7.46
-Prior Period T ax	(5.18)	4.49	(5.18)	4.49
Profit /loss for the year (1)	567.45	(150.34)	672.76	(107.27)
Total Comprehensive Income/loss (2)	91.26	(108.00)	92.42	(114.17)
Total Comprehensive Income for the period (Comprising profit/ (loss) and other Comprehensive Income for the period) (1 2)	658.71	(260.16)	729.26	(242.09)

*Note:-

Hon ''ble National Company Law Tribunal, Mumbai Bench has, vide Order dated 4th January, 2024 sanctioned the Scheme of Amalgamation between Zip Express & Logistics Private Limited and East West Freight Carriers Limited with the East West Holdings Limited. The Company has received approval from ROC on 12 th April, 2024 & effect of the same has been considered on financials.

Previous period figures have been regrouped/reclassified as considered necessary to facilitate comparison. After approval of amalgamation, figures of M/s East West Holdings Limited, M/s East West Freight Carriers Ltd andM/s ZIP Express & Logistics Private Ltd have been merged as Standalone Figures.

REVIEW OF PERFORMANCE:

Standalone:

The Revenue from operations for FY 2023-2024 was Rs. 19,799.34/- lakhs (Previous Year Rs. 25,000.07/-). The Company earned profit of Rs. 723.88/-lakhs (Previous Year Loss Rs. 136.16/-). Total Comprehensive Income for the period was Rs. 658.71/-(Previous Year Loss Rs.260.16/-)

Consolidated:

The Revenue from operations for FY 2023-2024 was Rs. 20,842.94/- lakhs (Previous Year Rs. 25,000.07/-).The Company earned profit of Rs. 863.28/-lakhs (Previous Year Profit Rs. 79.32/-). Total Comprehensive Income for the period was Rs. 729.26/-(Previous Year Loss Rs. 242.09/-)

INUSTRIAL SCENARIO:

DIVIDEND:

The Directors do not recommend dividend for the financial year 2023-2024.

TRANSFER TO RESERVES:

During the financial year, there was no amount proposed to be transferred to the Reserves.

MAJOR EVENTS OCCURED DURING THE YEAR:

Â¦ Changes in the Nature of Business, if any

Â¦ Material Changes and Commitments Affecting Financial Position of the Company:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

SCHEME OF AMALGAMATION

Approval of the Scheme:

Â¦ The Honâble National Company Law Tribunal (NCLT), Mumbai Bench vide Order dated 4th January, 2024 sanctioned the Scheme of Amalgamation between Zip Express & Logistics Private Limited (ZIP) (First Transferor Company) and East West Freight Carriers Limited (EWFCL) (Second Transferor Company) with the East West Holdings Limited (EWHL) (Transferee Company) under Sections 230 to 232 of Companies Act, 2013.

Change in Name of the Company

Â¦ The Scheme of Amalgamation as sanctioned by The Honâble National Company Law Tribunal (NCLT) included the change of name of the Company from ââEast West Holdings Limited'' to âEast West Freight Carriers Limitedâ.

Â¦ Accordingly an application for change in name of the company from âEast West Holdings Limitedâ to âEast West Freight Carriers Limitedâ was filed with Government of India, Ministry of Corporate Affairs, Office of the Registrar of Companies, Central Registration Centre, and the same was approved on 9th July, 2024.

Â¦ Therefore as on the date mentioned above the name of the company stands changed to East West Freight Carriers Limited SHARE CAPITAL:

During the year under review, there was change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company as under:

Authorized Share Capital

Â¦ The Scheme of Amalgamation as sanctioned by The Honâble National Company Law Tribunal (NCLT) vide Order dated 4th January, 2024 included consolidation of Authorized Share Capital pursuant to Amalgamation of Transferor Companies with the Transferee Company.

Â¦ Upon this Scheme becoming effective and upon the transfer and vesting of ZIP and EWFCL into EWHL pursuant to this Scheme, the entire authorized share capital of ZIP and EWFCL equal to Rs. 1,00,00,000/- (divided into 10,00,000 Equity shares of Rs.10/- each) and Rs.5,00,00,000/- (divided into 50,00,000 equity shares of Rs. 10 each) shall stand merged with the authorized share capital of the EWHL the Transferee Company.

Â¦ Thus, the Authorized Share Capital of the Transferee Company (EWHL) of Rs.27,00,00,000/- divided into 13,50,00,000 Equity Shares of Rs.2/- each stand increased by Rs. 6,00,00,000 /- to Rs.33,00,00,000/- divided into 16,50,00,000 Equity shares of Rs.2/-each.

Thus The Authorized Share Capital of the Company is Rs.33,00,00,000/- divided into 16,50,00,000Equity Shares of Rs.2/-(Rupees Two only) each."

Issued, Subscribed and Paid-up Share Capital

- The Issued, Subscribed and Paid-up Share Capital of the Company increased from Rs. 25,06,53,562/- divided into 12,53,26,781 Equity Shares of face value of Rs.2/- each fully paid to Rs. 25,51,50,000/- divided into 12,75,75,000 Equity Shares of face value of Rs.2/- each fully paid on account of conversion of 22,48,219 warrants into Equity Shares of the Company during the period under review.

Â¦ The Company has not issued any Equity Share with differential rights, sweat equity shares during the year under review.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and the Rules framed thereunder

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

During the year under consideration, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.

MANAGEMENT:

EMPLOYEES:

Key Managerial Personnel

As on 31 st March, 2024, the following persons have been designated as Key Managerial Personnel (âKMPâ) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Ajaz Shafi Mohammed, Managing Director& CEO;

2. Mr. Huzefa Wapani, Chief Financial Officer (âCFOâ);

3. Mr. Fulchand Kanojia, Company Secretary (âCSâ).

Changes in KMP during the financial year:

During the year under review there was no change in the Key Managerial Personnel (âKMPâ) of the Company. PARTICULARS OF EMPLOYEES:

Appointment and Reappointments

During the year under review there was no appointment or re-appointment.

BOARD & COMMITTEES

As on 31 st March, 2024, the Board of the Company consisted of Six Directors comprising of a Three Executive Directors and Three Non-Executive Independent Directors, of whom two are Women Independent Director.

Appointments, Reappointments and Cessation of Directors

Based on the recommendation of the Nomination & Remuneration Committee and in accordance with provisions of the Act and the Listing Regulations;

Â¦ During the year under review there was appointment of Director as under.

- Appointment of Ms. Suman Jhawar (DIN- 10233890) as Additional Director in the category of Non-Executive Independent Director of the Company in the Board Meeting held on 12/07/2023 and approved by the Members vide special resolution passed through Postal Ballot on 19/10/2023.

Â¦ During the year under review there was reappointment of Director as under.

- Re-appointment of Mr. Ajaz Shafi Mohammed (DIN:00176360) as Managing Director and Chief Executive Officer (CEO) of the Company

Pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ajaz Shafi Mohammed (DIN:00176360) was reappointed as Managing Director and Chief Executive Officer (CEO) of the Company for period of 5 years and approved by the Members vide ordinary resolution passed through Postal Ballot on 20/05/2023.

- Reappointment of Mr. Shafi Mohammad (DIN: 00198984) as Chairman and Executive Director of the Company for period of 5 years.

Pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Shafi Mohammad (DIN: 00198984) was reappointed as Executive Director of the Company for period of 5 years and approved by the Members vide ordinary resolution passed through Postal Ballot on 20/05/2023. '' '' ''

- Reappointment of Mr. Mohammad Saoodul Hasan (DIN- 08144468) as Non-Executive Independent Director of the Company for a second Tenure of 5 years.

Pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (âthe Actâ) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Mohammad Saoodul Hasan (DIN- 08144468) was reappointed as as Non-Executive Independent Director of the Company for a second Tenure of 5 years by the Members vide Special resolution passed through Postal Ballot on 20/05/2023.

Â¦ During the year under review there was 1 resignation as given below:

- Mr. Bhushan Vishwanath Adhatrao (DIN: 06577945) resigned as Independent Director of the Company with effect from 26^th July, 2023 due to increase in professional commitments and shifting of residence from Mumbai to Pune.

RECONSTITUION OF COMMITTEES

The Board of Directors of the Company at its meeting held 03/08/2024have re-constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee due to the appointment, reappointment, cessation and resignation as mentioned above and the details of the same is provided in the corporate governance report forming part of this report.

Committee Position

The details of the composition of the Committees, meeting held, attendance of Committee Members at such meetings and other relevant details are provided in the âCorporate Governance Reportâ.

Director Retiring by Rotation

Mr. Shafi Mohammad (DIN: 00198984) - Executive Director

In terms of Section 152 of the Act, Mr. Shafi Mohammad (DIN: 00198984) - Executive Directorretires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing 42nd AGM scheduled to be held on 12/12/2023. Mr. Shafi Mohammad - Executive Directorhas consented to and is not disqualified from being re-appointed as Executive Director in terms of Section 164 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is related to Mr. Ajaz Shafi Mohammed and not any KMPs of the Company.

Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in the additional information section of the AGM Notice.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Declaration from Independent Directors

The Company has received from all Independent Directors declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of independence as required under Section 149(7) of the Companies Act, 2013.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The said policy alternatively can also be accessed on the website of the Company at the following link:http://ewhl.in/doc/policy/Nomination%20and%20remuneration.pdf

BOARD EVALUATION:

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 3 (c) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures.

d. The Directors had prepared the accounts for the financial year ended 31st March, 2024 on a going concern basis.

e. The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:

As on 31st March, 2024 following are the Subsidiaries/Associates/Joint ventures of the Company:

- Unique Airfreight & Logistics Private Ltd is the subsidiary of the Company.

A statement containing the salient feature of the financial statement of the Companyâs Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form AOC-1 and is enclosed as Annexure II.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Companyâs website at the link http://www.ewhl.in/doc/policy/material.pdf

DEPOSITS:

LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements and are provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board from time to time is available on the Companyâs website at the link: https://ewhl.in/investor-relations-2/.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has established a vigil mechanism for Directors and employees and the same has been communicated to the Directors and employees of the Company. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behaviour, actual or suspected fraud or violation of the company â s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

The Whistle Blower Policy is hosted on the Companyâs website http://www.ewhl.in/investor.html.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

AUDITORS:

Statutory Auditors

The Report given by the Auditors M/s. Mittal & Associates, Chartered Accountants on the financial statements of the Company is part of this Annual Report. There is qualification, reservation, adverse remark, disclaimer given by the Auditors in their Report as under:

1. In oar opinion and according to the information and explanation given to as, managerial remuneration paid or provided by the Company to its directors is not in accordance with the provisions of section 197 read with Schedule V to the Act for the year ended March 31, 2024

Explanation by the Board:

The Company had taken approval of the Shareholders of the erstwhile amalgamated company East West Freight Carriers Ltd for payment of Managerial Remuneration in case of no profit or inadequate profit as required under the provisions of section 197 read with Schedule V to the Act and it has also put the resolution again for approval of the Shareholders of East West Freight Carriers Ltd (formerly known as East West Holdings Ltd) pursuant to Section 197 read with Schedule V to the Act for the at the ensuing Annual General Meeting

Secretarial Auditor

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 of Directors of the Company have appointed CS Nuren Lodaya of M/s. Nuren Lodaya & Co Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report for the year 2023-2024 issued by him in the prescribed form MR-3 is attached to this Report.

The Secretarial Audit Report issued by M/s. Nuren Lodaya & Co. Practicing Company Secretary contains remarks for which the Board has provided explanation as under:

1. The Company has delayed in submission of Statement of Deviation(s) or Variations(s) for the quarter ended June 2023. Explanation by the Board:

There was delay in finalization funds utilization data and accordingly there was delay in filing Statement of Deviation(s) or Variations(s).

INTERNAL AUDITOR

Pursuant to Section 138 of the Act & rules made thereunder Ms. Meenakshi Jain of M/s. Meenakshi Manish Jain & Associates is the Internal Auditor of the Company as on the date of this report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and same were operating throughout the year. Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company reappointed M/s. Meenakshi Manish Jain & Associates Chartered accountants as Internal Auditor of the Company for the F.Y. 2023-2024. The audit committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companyâs premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour.

During the year ended March 31, 2024, there was Nil complaints recorded pertaining to sexual harassment.

ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31 st March, 2024 prepared in compliance with Section 92(3) of the Act and Rules framed thereunder in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: http://www.ewhl.in/investor.html.

CORPORATE GOVERNANCE:

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Tnd ASâ), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no application made/proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS

The applicable Secretarial Standards have been duly followed by the Company.

ACKNOWLEDGEMENTS:

By order of the Board

EAST WEST FREIGHT CARRIERS LTD

(formerly known as East West Holdings Ltd)

Sd/-

Date: 04/09/2024 Shafi Mohammad

Place: Mumbai Chairman

DIN: 00198984

Mar 31, 2023

BOARD REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 42^nd Annual Report together with the Audited Accounts of
the Company for the Financial Year ended 31^st March, 2023.

FINANCIAL PERFORMANCE:

Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	1658.67	1,354.40	25000.07	22,970.61
Other Income	4.67	61.58	104.34	85.15
Total	1663.34	1,415.98	25,104.41	23,055.76
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(67.63)	8.67	892.62	1222.11
Less: Depreciation/ Amortization/ Impairment	0.14	0.12	176.53	145.59
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(67.77)	8.55	716.09	1076.52
Less: Finance Costs	-	-	795.52	662.55
Profit /loss before Exceptional items and Tax Expense	(67.77)	8.55	(79.32)	413.97
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	(67.77)	8.55	(79.32)	413.97
Less: Tax Expense			-
-Current Tax	-	2.20	16.00	120.90
-Deferred Tax	-	-	7.46	9.78
-Prior Period Tax	-	-	4.49	-
Profit /loss for the year (1)	(67.77)	6.30	(107.27)	283.29
Total Comprehensive Income/loss (2)	(115.02)	(331.29)	(115.99)	(330.90)
Total Comprehensive Income for the period (Comprising profit/ (loss) and other Comprehensive Income for the period) (1 2)	(115.02)	(331.29)	(242.09)	(47.52)

REVIEW OF PERFORMANCE:

Standalone:

The Revenue from operations for FY 2022-2023 has increased to Rs. 1658.67/- lakhs as compared to Rs.
1,354.40/- lakhs in the previous year. However the Company has incurred loss of Rs. 67.77/-lakhs as
compared to profit of Rs. 8.55/- lakhs in the previous year due to increase in expenses.

Consolidated:

The Revenue from operations for FY 2022-2023 has increased to Rs. 25000.07/- lakhs as compared to Rs.
22,970.61/- lakhs in the previous year. However the Company has incurred loss of Rs. 107.27/-lakhs as
compared to profit of Rs. 283.29/- lakhs in the previous year due to increase in expenses.

DIVIDEND:

The Directors do not recommend dividend for the financial year 2022-2023.

TRANSFER TO RESERVES:

During the financial year, there was no amount proposed to be transferred to the Reserves.

MAJOR EVENTS OCCURED DURING THE YEAR:

Â¦ Changes in the Nature of Business, if any

During the year under review the Company continued to provide total logistics services to its customers
and there was no change in the nature of business or operations of the Company which impacted the
financial position of the Company

Â¦ Material Changes and Commitments Affecting Financial Position of the Company:

There have been no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of this report.

SCHEME OF AMALGAMATION

â¢ The Board of Directors of the Company with the view to Simplify group and business structure and
achieve operational synergies had considered and approved in the meeting held on 22^nd July, 2022,
the Scheme of Amalgamation of Zip Express & Logistics Private Limited (âthe First Transferor
Companyâ) which is the wholly owned subsidiary of East West Freight Carriers Limited (the Second
Transferor Company) which is the wholly owned subsidiary of East West Holdings Limited (âthe
Transferee Companyâ) subject to the approval of the Hon''ble National Company Law Tribunal [NCLT],
Mumbai Bench Mumbai, Stock Exchange where the shares of the company are listed and other relevant
regulatory authorities.

â¢ The said Scheme of Amalgamation will Reduced operational costs due to combined efforts, eliminating
duplication of administrative work, communications / coordination efforts across the group entities,
multiplicity of legal and regulatory compliances thereby ensuring optimum utilization of available
resources and integrated management focus which will enable structured, sharper and better
management focusing on holistic growth of the businesses. The aforesaid synergistic benefits accruing
from the consolidation would ultimately contribute to the future business and profitability of the merged
entity.

â¢ As on the date of this Board Report the Scheme of Amalgamation as stated above is at final stage of its
approval and it will be approved in due course.

ACQUISITIONS AND INVESTMENTS:

â¢ Acquisitions Of Unique Airfreight Express And Logistics Private Limited:

The Company in its previous Board Report for FY 21-22 has informed that the it had entered into Share
Purchase Agreement (SPA) on 5th July, 2022 with Unique Airfreight Express And Logistics Private
Limited for acquiring 100% stake in Unique Airfreight Express And Logistics Private Limited in one and
more Tranches. As on the date of the report the Company has acquired 75% stake in the Company and the
balance will be acquired in due course.

SHARE CAPITAL:

During the year under review, there was no change in the Authorized, but there was change in Issued,

Subscribed and Paid-up Share Capital of the Company as under:

- The Authorized Share Capital of the Company is Rs. 27,00,00,000/- divided into 13,50,00,000 Equity
Shares of Rs.2/- (Rupees Two only) each."

- The Issued, Subscribed and Paid-up Share Capital increased from Rs. 24,61,77,672/- crores divided into
12,30,88,836 Equity Shares of face value of Rs.2/- each fully to Rs. 25,06,53,562/- divided into
12,53,26,781 Equity Shares of face value of Rs.2/- each fully paid on account of conversion of 22,37,945
warrants into Equity Shares as on 31^st March, 2023.

- During the year under review there was issue and allotment of 48,51,781 Equity Shares of Rs.2/- each
fully paid, on account of conversion of 48,51,781 warrants into Equity Shares to the Promoter group.

Changes in the equity share capital from 1st April, 2023 to date of this report:

The holders of Warrants (Promoter) exercised his right of conversion of Warrants into Equity Shares and
accordingly 22,48,219 Equity Shares of Rs. 2/- each were allotted to Mr. Shafi Mohammad in the Board
Meetings held on 26/07/2023. Consequent on allotment of 22,48,219 Equity Shares of Rs. 2/- each there was
change in the Issued, Subscribed and Paid-up Share Capital from Rs. 25,06,53,562/- divided into
12,53,26,781 Equity Shares of face value of Rs.2/- each fully paid to Rs. 25,51,50,000/- divided into
12,75,75,000 Equity Shares of face value of Rs.2/- each fully paid.

The Company has not issued any Equity Share with differential rights, sweat equity shares during the year
under review.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

The Ministry of Corporate Affairs under Section 124 and 125 of the Companies Act, 2013 requires dividends
that are not encased/ claimed by the shareholders for a period of seven consecutive years, to be transferred to
the Investor Education and Protection Fund (IEPF).

During the year under consideration, no amount was due for transfer to IEPF in accordance with Section 125
of the Companies Act, 2013.

MANAGEMENT:

EMPLOYEES:

Key Managerial Personnel

As on 31st March, 2022, the following persons have been designated as Key Managerial Personnel (âKMPâ)
of the Company pursuant to the provisions of Sections 2(51) and

203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:

1. Mr. Ajaz Shafi Mohammed, Managing Director& CEO;

2. Mr. Huzefa Wapani, Chief Financial Officer (âCFOâ);

3. Mr. Fulchand Kanojia, Company Secretary (âCSâ).

Changes in KMP during the financial year:

During the year under review there was no change in the Key Managerial Personnel (âKMPâ) of the
Company.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of The
Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of the Directors report and is enclosed as Annexure I.

Appointment and Reappointments

During the year under review there was no appointment or re-appointment.

BOARD & COMMITTEES

As on 31st March, 2023, the Board of the Company consisted of Six Directors comprising of a Three
Executive Directors and Three Non-Executive Independent Directors, of whom one is Women Independent
Director.

Appointments, Reappointments and Cessation of Directors

Based on the recommendation of the Nomination & Remuneration Committee and in accordance with
provisions of the Act and the Listing Regulations;

Â¦ During the year under review there was no appointment of Director however after the close of Financial
Year following appointment was made.

- Appointment of Ms. Suman Jhawar (DIN- 10233890) as Additional Director in the category of NonÂ¬
Executive Independent Director of the Company in the Board Meeting held on 12/07/2023 and
approved by the Members vide special resolution passed through Postal Ballot on 19/10/2023.

Â¦ During the year under review there was no reappointment of Director however after the close of Financial
Year following reappointment was made.

- Re-appointment of Mr. Ajaz Shafi Mohammed (DIN:00176360) as Managing Director and Chief
Executive Officer (CEO) of the Company

Pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr.
Ajaz Shafi Mohammed (DIN:00176360) was reappointed as Managing Director and Chief Executive
Officer (CEO) of the Company for period of 5 years and approved by the Members vide ordinary
resolution passed through Postal Ballot on 20/05/2023.

- Reappointment of Mr. Shafi Mohammad (DIN: 00198984) as Chairman and Executive Director of the
Company for period of 5 years.

Pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr.
Shafi Mohammad (DIN: 00198984) was reappointed as Executive Director of the Company for period
of 5 years and approved by the Members vide ordinary resolution passed through Postal Ballot on
20/05/2023.

- Reappointment of Mr. Mohammad Saoodul Hasan (DIN- 08144468) as Non-Executive Independent
Director of the Company for a second Tenure of 5 years.

Pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read
along with Schedule IV to the Companies Act, 2013 (âthe Actâ) [including any statutory
modification(s) or re-enactment(s) thereof for the time being in force], the Companies (Appointment
and Qualifications of Directors) Rules, 2014, Mr. Mohammad Saoodul Hasan (DIN- 08144468) was
reappointed as as Non-Executive Independent Director of the Company for a second Tenure of 5 years
by the Members vide Special resolution passed through Postal Ballot on 20/05/2023.

Â¦ During the year under review there was 2 Resignation and 1 resignation after the close of the Financial
Year as given below:

- Ms. Minaxiben Dilipbhai Khetani (DIN: 08034257) ceased to be Independent Director of the
Company with effect from 14th December, 2022 upon completion of her tenure.

- Ms. Mussarrat Asif Purkait (DIN: 02047144) resigned as Executive Director of the Company with
effect from 14th December, 2022, due to increase in professional commitments and pre-occupation.

- Mr. Bhushan Vishwanath Adhatrao (DIN: 06577945) resigned as Independent Director of the
Company with effect from 26^th July, 2023 due to increase in professional commitments and shifting
of residence from Mumbai to Pune.

RECONSTITUION OF COMMITTEES

The Board of Directors of the Company at its meeting held on 16/12/2022 and 03/08/2023 have reÂ¬
constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship
Committee due to the appointment, reappointment, cessation and resignation as mentioned above and the
details of the same is provided in the corporate governance report forming part of this report.

Committee Position

The details of the composition of the Committees, meeting held, attendance of Committee Members at such
meetings and other relevant details are provided in the âCorporate Governance Reportâ.

Director Retiring by Rotation

Mr. Shafi Mohammad (DIN: 00198984) - Executive Director

In terms of Section 152 of the Act, Mr. Shafi Mohammad (DIN: 00198984) - Executive Director retires by
rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing 42nd
AGM scheduled to be held on 12/12/2023. Mr. Shafi Mohammad - Executive Director has consented to and
is not disqualified from being re-appointed as Executive Director in terms of Section 164 of the Act read
with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of
any order issued by SEBI or any other such authority. He is related to Mr. Ajaz Shafi Mohammed and not
any KMPs of the Company.

Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are
given in the additional information section of the AGM Notice.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Eleven (11) meetings of the Board of Directors of the Company were held during the year. The Directors
actively participated in the meetings and contributed valuable inputs on the matters brought before the Board
from time to time. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013. Detailed information is given in the Corporate Governance Report.

Declaration from Independent Directors

The Company has received from all Independent Directors declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their
status of independence as required under Section 149(7) of the Companies Act, 2013.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for
selection and appointment of Directors, Senior Management and their remuneration including criteria for
determining qualifications, positive attributes and other matters provided under sub section (3) of section 178
of the Companies Act 2013.

The said policy alternatively can also be accessed on the website of the Company at the following
link: http: //ewhl. in/ doc/policy/N omination%20and%20remuneration .pdf.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual
performance of the Board, its Committees, Chairperson and Individual Directors including Independent
Directors was evaluated based on the framework that has been designed in compliance with the requirements
of the Act and the SEBI Listing Regulations and in consonance with Guidance Note on Board Evaluation
issued by SEBI.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 3 (c) of the Companies Act, 2013, with respect to Directors
Responsibilities Statement, it is hereby confirmed:

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2023 the
applicable accounting standards had been followed along with proper explanation relating to material
departures.

b. that the Directors has selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit or loss of the Company for
the year review.

c. that the Directors had 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, and,

d. The Directors had prepared the accounts for the financial year ended 31st March, 2023 on a going
concern basis.

e. The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to
laying down internal financial controls is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:

As on 31st March, 2023 following are the Subsidiaries/Associates/Joint ventures of the Company:

- East West Freight Carriers Limited is the wholly owned subsidiary of the Company.

A statement containing the salient feature of the financial statement of the Companyâs Wholly-owned
Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has
been given in Form AOC-1 and is enclosed as Annexure II.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the
Companyâs website at the link http://www.ewhl.in/doc/policy/material.pdf

DEPOSITS:

During the year under review, Your Company has neither accepted/ invited any deposits from public falling
within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014 nor did any deposits remain unpaid or unclaimed during the year under review.

LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes
to the financial statements and are provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

All related party transactions/contracts/arrangements that were entered into by the Company during the year
under review were on an armâs length basis and in the ordinary course of business and were in compliance
with the applicable provisions of the Act and the Listing Regulations. There are no material significant
related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior
Management Personnel which may have a potential conflict with the interest of the Company at large. None
of the transactions/contracts/arrangements with related parties fall under the scope of Section 188(1) of the
Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to the Company for financial year ended March 31, 2023 and hence does not
form part of this report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as
approved by the Board from time to time is available on the Companyâs website at the link:
https://ewhl.in/investor-relations-2/.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies
(Accounts )Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo during the reporting period is enclosed herewith as Annexure- III.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Company has identified various strategic, operational and financial risks which may impact Company
adversely. However management believes that the mitigation plans for identified risks are in place and may
not threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The
Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, has established a vigil mechanism for
Directors and employees and the same has been communicated to the Directors and employees of the
Company. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about
unethical behaviour, actual or suspected fraud or violation of the companyâs code of conduct and it also
empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the
employees.

The Whistle Blower Policy is hosted on the Companyâs website http://www.ewhl.in/investor.html.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION
BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There were no material changes and commitments, which affected the financial position of the company
between the end of the financial year to which the financial statements relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Companyâs operations in future.

AUDITORS:

Statutory Auditors

M/s. Mittal & Associates, Chartered Accountants (Firm Reg. No. 106456W) were appointed as the Statutory
Auditor of the Company in the AGM held on Thursday, 30th September, 2021 in for a period of 5 years.

The Report given by the Auditors M/s. Mittal & Associates, Chartered Accountants on the financial
statements of the Company is part of this Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditor

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 of Directors of the Company have appointed
CS Naveen Karn of M/s. Naveen Karn & Co Practicing Company Secretary to conduct the Secretarial Audit
for the financial year 2022-2023. The Secretarial Audit Report for the year 2022-2023issued by him in the
prescribed form MR-3 is attached to this Report.

The Secretarial Audit Report issued by M/s. Naveen Karn & Co. Practicing Company Secretary contains
remarks for which the Board has provided explanation as under:-

1. Delay in submission of Statement of Deviation(s) or Variations(s) for the quarter ended June 2022,
September, 2022, December, 2022 and March, 2023.

Explanation by the Board:

There was delay in finalization funds utilization data and accordingly there was delay in filing Statement
of Deviation(s) or Variations(s).

2. Delay in submission of Statement of Related party transactions for the half year ended 31^st March, 2022.
Explanation by the Board:

Due to unavoidable circumstance there was delay in and submission of Statement of Related party
transactions for the half year ended 31^st March, 2022.

3. Company has not sent annual report to the shareholders within prescribed time

4. Company lias not filed Annual Report to B SE within prescribed time
Explanation by the Board:

With respect to point no. 3 & 4 there was delay in preparation of Annual Report as there delay in
obtaining data from the Finance team and accordingly there was delay in sending annual report to the
sliareholdeis and delay in fifing Annual Report to BSE.

5. Non-compliance with the requirements pertaining to the composition of the Board.

Explanation by the Board:

Searching, interviewing and Appointing Independent Director on the Board is tedious process and
accordingly there was some delay in appointing the director within the prescribed time.

Secretarial Audit has also been earned out for our'' wholly owned subsidiary, East West Freight Carriers
Limited, as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as
amended.

INTERNAL AUDITOR

Pursuant to Section 138 of the Act & rules made thereunder Ms. Meenakshi Jain of M/s. Meenakshi Manish
Jain & Associates is re-appointed as the Internal Auditor of the Company.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Secmities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) the Management
discussion and Analysis is set out & forms part of the Annual Report.

INTERNAL CONTROL SYSTEM:

The Company lias in place well defined and adequate internal controls commensurate with the size of the
Company and same were operating throughout the year. Pursuant to the provisions of Section 138 of the
Companies Act, 2013, the Board of Directors of the Company reappointed M/s. Meenakshi Manish Jain &
Associates Chartered accountants as Internal Auditor of the Company for the F.Y. 2022-2023.The audit
committee of the Board of Directors in consultation with the Internal Auditor formulates the scope,
functioning, periodicity and methodology for conducting the internal audit.

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

Your'' Company lias always believed in providing a safe and harassment free workplace for eveiy individual
working in the Companyâs premises through various interventions and practices. The Company always
endeavours to create and provide an environment tliat is free from discrimination and harassment including
sexual harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees
and lays down the guidelines for identification, reporting and prevention of undesired behaviour.

During the year'' ended March 31, 2023, there was Nil complaints recorded pertaining to sexual harassment.

ANNUAL RETURN

The Annual Return of the Company for the financial year'' ended 31st Maxell, 2022 prepared in compliance
with Section 92(3) of the Act and Rules framed thereunder in prescribed Form No. MGT-7 is placed on the
website of the Company and can be accessed at the weblink: http://www.ewhLhFinvestor.html.

CORPORATE GOVERNANCE:

A separate section on the Corporate Governance together with requisite certificate obtained from the
Practicing Company Secretary, confirming compliance with the provisions of Corporate Governance as
stipulated in Regulation 34 read along with Schedule V of the Listing Regulations, forms part of the Annual
Report.

CONSOLIDATED FINANCIAL STATEMENTS:

ASâ), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the
Company.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no application made/proceeding pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS

The applicable Secretarial Standards have been duly followed by the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received
from its promoters, shareholders, lenders, business associates, vendors, customers, media and the employees
of the Company.

By order of the Board
EAST WEST HOLDINGS LIMITED

Sd/-

Shafi Mohammad

Date: 24/11/2023 Chairman

Place: Mumbai DIN: 00198984

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 37th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 3l^st March, 2018.

FINANCIAL RESULTS:

The Standalone Financial Highlights for the year ended 3l^st March, 2018:

(Amount in Rs.)

PARTICULARS	31^st March 2018	31^st March 2017
Revenue from Operations	81,00,000	3,36,70,457
Indirect Income	72,57,25 1	26,27,555
Total Revenue	1,53,57,251	3,62,98,012
Other Expenses	40,9l,064	3,43,52,369
EBITDA	1, 12,66,187	19,54,327
Depreciation and Amortization Expense	-	8,684
EBIT	1, 12,66,187	19,45,643
Finance Cost	-	-
EBT (before exceptional items)	1, 12,66,187	19,45,643
Exceptional items	-	-
Profit before Tax	1 12,66,187	19,45,643
Taxes
i) Current Tax	3 l ,88,421	5,90,000
ii) Deferred Tax	(116)	(1 ,893)
iii) MAT Tax	-	-
Profit (Loss) for the period	80,77,882	13,57,537

The Consolidated Financial Highlights for the year ended 31^st March, 2018*:

(Amount in Rs.)

PARTICULARS	31^st March 2018	31^st March 2017
Revenue from Operations	2,13,90,67,l l7	3,36,70,457
Indirect Income	l ,36,86,521	26,27,555
Total Revenue	2,15,27,53,638	3,62,98,012
Other Expenses	2,04,24,43,337	3,43,52,369
EBITDA	11 ,03,10,302	19,54,327
Depreciation and Amortization Expense	1 ,45,90,956	8,684
EBIT	95,719,346	19,45,643
Finance Cost	5,34,98,513	-
EBT (before exceptional items)	4,22,20,833	19,45,643
Exceptional items	-	-
Profit before Tax	4,22,20,833	19,45,643
Taxes
i) Current Tax	99,88,421	5,90,000
ii) Deferred Tax	(60,50,451)	(1 ,893)
iii) MAT Tax	-	-
Profit (Loss) for the period	3,82,82,863	13,57,537

* With an objective to accomplish the Companyâs vision to grow, the Company has acquired the entire shareholding of East West Freight Carriers Limited (âEWFCLâ) from the Equity shareholders of EWFCL. EWFCL is engaged in the business of logistics solution including air and ocean freight forwarding operation and road transportation.

Post acquisition of these shares, EWFCL has become a WOS (wholly owned subsidiary) of Bullish Bonds & Holdings Limited

DIVIDEND:

The Directors are pleased to recommend the payment of dividend on equity shares at the rate of Rs 0.10/- per Equity Share of face value Rs l0/- each for the Financial year 20l7-l8, subject to approval by the shareholders at the ensuing Annual General Meeting (AGM).

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure- l in the prescribed Form MGT-9, which forms part of this Report.

DEPOSITS:

SHARE CAPITAL:

During the year under review there is change in the Authorized, Issued and Subscribed paid-up Equity Share Capital of the Company as under

The Authorized Share Capital of the Company has been increased from Rs.5,00,00,000/- divided into 50.00.000 (Fifty Lakhs) Equity Shares of Rs. l0/- (Rupee Ten) each to Rs. l8,00,00,000/- divided into 1.80.00.000 (One Crore Eighty Lakhs) Equity Shares of Rs.l0/- (Rupee Ten only) each in the Extra Ordinary General Meeting held on 8th March, 2018.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company has been increased from Rs. 3.58.00.000/- divided into 35,80,000 Equity shares of Rs.l0/each Rs. l7,53,00,000/-divided into l,75,30,000 Equity shares of Rs.l0/- each.

During the year under review the Board of Directors of the company at their meeting held on 27th March, 2018 has issued and allotted l ,39,50,000 Equity Shares of Rs.l0/- each at a price of Rs. 39.00/per share (Premium Rs. 29.00/- per share) on a preferential basis to the Non Promoters (shareholders of East West Freight Carriers limited) and to the Non Promoters (Public Category) pursuant to Regulation 28(l) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

During the year under review the Company has not issued shares with differential rights as to dividend, voting or otherwise, sweat equity shares nor has it granted stock options.

CORPORATE ACTIONS DURING THE YEAR 2017-18

During the Financial Year 2017- 18, the Company made the below Corporate Actions:

Extra-Ordinary General Meeting:

The Company conducted Extra-Ordinary General Meeting on 8th March, 2018 in order to seek the approval of the Shareholders for the following matters:

Increase in Authorised Share Capital of the Company:

After receiving the assent from the Shareholders, the Company increased its Authorised Capital from Rs.5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. l0/-(Rupee Ten) each to Rs. l8,00,00,000/- (Rupees Eighteen Crores only) divided into l,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs.l0/- (Rupee Ten only) each.

Alteration of Memorandum of Association & Alteration of Articles of Association of the Company:

After receiving the assent from the Shareholders, the Company altered the existing Clause V of the Memorandum of Association reflecting the Authorised Share Capital of the Company to Rs.l8,00,00,000/- (Rupees Eighteen Crores only) divided into l,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs.l0/- (Rupee Ten only) each.

Pursuant to Change in Authorised Capital of the Company, the Articles of Association of the Company was also altered by altering Article 8 of the Articles of Association.

Issue of Equity Shares on Preferential Basis.

The Company acquired one Companies namely East West Freight Carriers Limited (âEWFCLâ) from the Equity shareholders of âEWFCLâ which is engaged in the business of logistics solution including air and ocean freight forwarding operation and road transportation by acquiring 100% Equity Shares of âEWFCLâ and thereby making it wholly owned Subsidiary and in return the Company issued its Equity Shares to the shareholders of the âEWFCLâ by way of Preferential Allotment.

The Company issued l ,39,50,000 Equity Shares of Rs.l0/- each at a price of Rs. 39.00/- per share (Premium Rs. 29.00/- per share) on a preferential basis out of which l,l3,l l,905 Equity Shares were allotted to the Shareholders of âEWFCLâ in the ratio and proportion as decided by the valuation report.

INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and same were operating throughout the year. Pursuant to the provisions of Section l38 of the Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 30/05/2018 have appointed Mr. Kamlesh V. Sheth, (Partner) of M/s. Suresh C. Maniar & Co. Chartered accountants as Internal Auditor of the Company for the F.Y. 20l8-l9.The audit committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 201 3, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a. that in the preparation of the annual accounts for the financial year ended 3lst March, 2018 the applicable accounting standards had been followed along with proper explanation relating to material departures.

d. The Directors had prepared the accounts for the financial year ended 3lst March, 2018 on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES:

Post successful completion of the open offer pursuant to SEBI (SAST) Regulations, 201 l and acquisition of entire equity share capital from the shareholder of East West Freight Carriers Limited through Share Sale and Subscription Agreement (SSSA) dated 07/02/20l8 Bullish Bonds & Holdings Limited has become the Holding company of East West Freight Carriers Limited.

As on 3l^st March, 2018, the Company has one subsidiary company i.e East West Freight Carriers Limited and the consolidated result includes the working of this subsidiary company.

Pursuant to section 129(3) read with rules 5 of Companies (Accounts) Rules, 2014 details of financial statements of subsidiary company has been given in AOC-1 which forms part of this Directors Report and annexed as Annexure - 2 .

LOANS. GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investment covered under the provisions of Section l86 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not engaged into any manufacturing activity provision of Section 134(3)(m) of the Company Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section l97(l2) of The Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and form part of the Directors report and annexed as Annexure - 3.

NUMBER OF MEETINGS OF THE BOARD:

Eight meetings of the Board of Directors of the Company were held during the year. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board from time to time. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Detailed information is given in the Corporate Governance Report

DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Pursuant to Section 134 of the Act read with Rule 8(5) (iii) of Companies (Accounts) Rules, 2014, the following Directors were appointed, resigned or retired:

- Mr. Anil Mandaviya (DIN: 06998943) resigned from the Directorship of the Company in the Board Meeting held on 18/08/2017.

- Mr. Bhushan Adhatrao was appointment as Additional Director (Independent Director) of the Company in the Board Meeting held on 18/08/2017 and regularized as Independent Director in the Annual General Meeting held on 29/09/20l7.

- Mr. Nikunj Chheda was appointed as Additional Directors (Independent Directors) in the Board Meeting held on 14/12/2017 but subsequently resigned effective 22/05/20l8.

- Mrs. Minaxiben Khetani was appointed as Additional Directors (Independent Directors) in the Board Meeting held on 14/12/2017.

- Mr. Sanjiv Panchal was appointed as Additional Directors (Executive Director) and Chief Financial Officer (CFO) in the Board Meeting held on 14/12/2017 but subsequently resigned effective 22/05/20l8, however he continues to hold the office of CFO of the Company.

- Mr. Krishan K Agrawal and Mrs.Sapna Khandewal resigned as Independent Directors from the Board in the Board Meeting held on 14/12/2017.

- Mr. Dinesh Agrawal resigned as Executive Director and Chief Financial Officer (CFO) in the Board Meeting held on 14/12/2017.

- Mr. Mitesh Dani resigned as Managing Director of the Company effective 22/05/20l8.

- Mr. Mohammed Ajaz Shafi was appointed as Additional Director (Executive Director) and designated as Managing Director and Chief Executive officer (CEO) of the Company in the Board Meeting held on 22/05/20l8. Members attention is drawn to item No. 5 of the Notice for Appointment of Mr. Mohammed Ajaz Shafi as Executive Director of the Company. Members attention is also drawn to item No. 6 of the Notice for Appointment of Mr. Mohammed Ajaz Shafi as Managing Director of the Company.

- Mr. Shafi Mohammad was appointed as Additional Director (Executive Director) and designated as Chairman of the Company in the Board Meeting held on 22/05/20l8. Members attention is drawn to item No. 7 of the Notice for Appointment of Mr. Shafi Mohammad as Executive Director of the Company.

- Mr. Mohammad Saoodul Hasan was appointed as Additional Director (Independent Director) in the Board Meeting held on 22/05/2018. Members attention is drawn to item No. 4 of the Notice for Appointment of Mr. Mohammad Saoodul Hasan as Independent Director of the Company.

COMMITTEE OF THE BOARD:

The details pertaining to the Composition of the Audit Committee, Nomination And Remuneration Committee and Stakeholders'' Grievance Committee are included in the Corporate Governance Report, which is a part of this report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board, based on the recommendation of the Nomination and Remuneration Committee has carried out an annual performance evaluation of Board of Directors, Statutory Committees and Individual Directors. The policy is also in compliance to Regulation l9 read with Schedule II, Part D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Statutory Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance report.

INDEPENDENT DIRECTORS:

A separate meeting of the independent directors (âAnnual ID Meetingâ) was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the NonIndependent Directors and performance of the Board Chairman.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16( l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 201 3, the said declaration was placed in the Board Meeting held on 30/05/2018.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. There was no transaction during the year which require to be reported in Form AOC-2.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms part of this Report as annexed as Annexure- 4.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report form part of the Board Report as Annexure - 5.

AUDITORS:

Secretarial Audit Report:

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 of Directors of the Company have re-appointed, Mr. Mandar Palav Partner - M/s DSM & Associates, Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit for the financial year 20l7-l8. The Secretarial Audit Report for the year 20l7-l8 issued by him in the prescribed form MR-3 is attached as Annexure -6 to this Report. The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor.

Statutory Auditors:

M/s. Koshal & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 35th Annual General Meeting held on 30/09/20l6 to hold office from the conclusion of ensuing Annual General Meeting (AGM) till the conclusion of 40th AGM i.e. for a period of five (05) consecutive years, subject to the ratification by the shareholders at each AGM held after the previous AGM.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Ministry of Corporate Affairs vide notification dated 07/05/20l8 notified several Sections of the Companies (Amendment) Act, 20l7. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Companies Act, 2013, at each AGM is no longer required.

GREEN INITIATIVE:

Electronic copy of the Annual Report 20l7-l8 and the Notice of the 37th Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time which permits paperless compliances and also service of notice / documents (including annual report) through electronic mode to its members.

To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has formulated a policy in respect of Sexual Harassment of women at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no complaint received by the Company during the financial year 20l7-l8 under the aforesaid Act.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

Material changes and commitments affecting financial position between end of the financial year and the date of the report given hereunder.

Mr. Mohammad Shafi (hereinafter referred to as the âAcquirersâ), alongwith Mr. Mohammed Ajaz Shafi, Mr. Mohammed Iqbal, Ms. Mushtari Begum, Ms. Sharifa Iqbal, Ms. Sabahat Begum, Ms. Mussarrat Asif and Ms. Dilshad Shaikh (hereinafter referred to as the âPersons action in concert -PACâsâ) had made an Open Offer pursuant to Regulation 3(l) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 201 l, for the acquisition of 45,57,800 fully paid-up equity shares of Rs.l0/- each representing 26% of the Diluted Share & Voting Capital at Rs. 39/- per fully paid-up equity share payable in Cash.

The Board of Directors in its meeting held on 07/02/20l8 had issued l0,00,000 Equity Shares of face value Rs l0/- each to Mr. Mohammad Shafi, Mr. Mohammed Ajaz Shafi, Mr. Mohammed Iqbal, Ms. Mushtari Begum, Ms. Sabahat Begum and Ms. Mussarrat Asif (Promoters of East West Freight Carriers Limited), subject to approvals of the shareholders and the regulatory authorities. The Board also further approved the transfer of 60,000 Equity Shares pursuant to Share Purchase Agreement dated 07/02/2018 from M/s. Shree Gopal Finance Private Limited (hereinafter referred to as the âErstwhile Promoterâ) to Mr. Mohammad Shafi (hereinafter referred to as the âAcquirersâ).

Further Bullish Bonds & Holdings Limited has become the Holding company of East West Freight Carriers Limited pursuant acquisition of entire equity share capital from the shareholder of East West Freight Carriers Limited through Share Sale and Subscription Agreement (SSSA) dated 07/02/20l8.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

ACKNOWLEDGEMENTS:

For and on behalf of the Board of Directors

BULLISH BONDS & HOLDINGS LIMITED

Sd/- Sd/-

(Mohammed Ajaz Shafi) (Shafi Mohammad)

Date: 14/08/2018 Managing Director Director

Place: Mumbai DIN: 00176360 DIN: 01645162

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Directors Report of East West Freight Carriers Ltd.

FINANCIAL PERFORMANCE:

REVIEW OF PERFORMANCE:

Standalone:

Consolidated:

INUSTRIAL SCENARIO:

DIVIDEND:

TRANSFER TO RESERVES:

PUBLIC DEPOSITS

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

MANAGEMENT:

EMPLOYEES:

Key Managerial Personnel

Changes in KMP during the financial year:

Appointment and Reappointments

BOARD & COMMITTEES

Appointments, Reappointments and Cessation of Directors

RECONSTITUION OF COMMITTEES

Committee Position

Director Retiring by Rotation

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Declaration from Independent Directors

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

BOARD EVALUATION:

DIRECTORS RESPONSIBILITY STATEMENT:

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:

DEPOSITS:

LOANS, GUARANTEES OR INVESTMENTS:

RELATED PARTY TRANSACTIONS:

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

SIGNIFICANT AND MATERIAL ORDERS:

AUDITORS:

Statutory Auditors

Explanation by the Board:

Secretarial Auditor

INTERNAL AUDITOR

MANAGEMENT DISCUSSION ANALYSIS REPORT:

INTERNAL CONTROL SYSTEM:

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

ANNUAL RETURN

CORPORATE GOVERNANCE:

CONSOLIDATED FINANCIAL STATEMENTS:

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

SECRETARIAL STANDARDS

ACKNOWLEDGEMENTS:

By order of the Board

EAST WEST FREIGHT CARRIERS LTD

Sd/-

FINANCIAL PERFORMANCE:

REVIEW OF PERFORMANCE:

Standalone:

Consolidated:

DIVIDEND:

TRANSFER TO RESERVES:

MAJOR EVENTS OCCURED DURING THE YEAR:

Â¦ Changes in the Nature of Business, if any

Â¦ Material Changes and Commitments Affecting Financial Position of the Company:

SCHEME OF AMALGAMATION

ACQUISITIONS AND INVESTMENTS:

SHARE CAPITAL:

RECONSTITUION OF COMMITTEES

Committee Position

Director Retiring by Rotation

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Declaration from Independent Directors

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

BOARD EVALUATION:

DIRECTORS RESPONSIBILITY STATEMENT:

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:

DEPOSITS:

LOANS, GUARANTEES OR INVESTMENTS:

RELATED PARTY TRANSACTIONS:

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITIONBETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

SIGNIFICANT AND MATERIAL ORDERS:

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION
BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

By order of the Board
EAST WEST HOLDINGS LIMITED