East West Freight Carriers Ltd

Dear Shareholders,

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:

(Amount in Rs. Lakhs)

*Note:-

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.

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/-)

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.

? 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

? 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.

Approval of the Scheme:

? 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.

¦ 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

? 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".

¦ 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.

¦ 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 Scheme of Amalgamation as sanctioned by The Hon'ble 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.

¦ 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.

¦ 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.

? 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:

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.

Key Managerial Personnel

As on 31 st March, 2024, 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.

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;

? 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.

? 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 (‘the Act') [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.

¦ 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 ‘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 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:

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:http://ewhl.in/doc/policy/Nomination%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, 2024 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, 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 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 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:

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: 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- 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 behaviour, 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 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 Company's operations in future.

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 is qualification, reservation, adverse remark, disclaimer given by the Auditors in their Report as under:

1. In our opinion and according to the information and explanation given to us, 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 ofDeviation(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:

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. 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 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 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:

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 - IV.

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 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.