Winro Commercial (India) Ltd

Dear Members,

Your Directors' are pleased to present the 41^st Annual Report of Winro Commercial (India) Limited ("your Company/the Company") together with the Annual Audited Standalone and Consolidated. Financial Statement for the financial year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE:

The summary of the Company's financial position, both on a consolidated and standalone basis for financial Year 2024 as compared to the previous financial year 2023 is given below:

Note: figures are represented in Ind-AS.

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 3rt March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and as per the provisions of the Companies Act, 2013 ('the Act') read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, other relevant provisions of the Act on an accrual basis.

• Revenues - Standalone:

The standalone revenue from operations and other income of the Company stood at Rs. 44,087.39/- Lakhs for the financial year ended 31st March, 2024 as against 13,426.79 Lakhs in the previous financial year. After providing for Depreciation the Company has earned a profit before tax of Rs. 42,523.60 Lakhs as against Rs. 11,826.58 Lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 35,736.76 as against Rs. 9,322.40 Lakhs.

The Company's other comprehensive income (net of tax) for the financial year ended 31^st March, 2024 was Rs. 41,154.41 Lakhs compared to loss of Rs. 1,881.46 Lakhs in previous year. The Company's total comprehensive income for the financial year ended 31st March, 2024 was Rs. 76,891.18 Lakhs as against Rs. 7,440.95 lakhs in the previous financial year.

• Revenues - Consolidated:

The Company has consolidated the financial statement of its associate Companies in accordance with Ind AS 28 "Accounting for - Investments in Associates and Joint Ventures" by using "Equity Method" of consolidation.

The share in profit/(loss) of associates for the financial year ended 3Tt March, 2024 was Rs. 12,437.50 Lakhs compared to loss of Rs. 1,084.61 Lakhs in the previous financial year. The share in other comprehensive income of associates for the financial year 2023-2024 was Rs. 10,765.48 Lakhs compared to Rs. 933.41 Lakhs in the previous financial year.

After considering Company's share of profit and comprehensive income, Company's consolidated profit after tax for the financial year ended 31st March, 2024 was Rs. 48,174.26 Lakhs and Company's total comprehensive income for the financial year ended 31st March, 2024 was profit of Rs. 73,308.68 Lakhs.

3. DIVIDEND:

The Company is in a growing stage and keeping in view of required funds to support its future growth, your Directors do not recommend any dividend for the financial year ended 31st March, 2024 with a view to conserve the resources for future.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. TRANSFER TO RESERVES:

Under section 45-IC(1) of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to

transfer a sum of not less than 20% of its net profit every year to the reserve fund. Your Company has transferred a sum of

Rs. 7,147.35 Lakhs to Reserves u/s. 45 IC(1) of the Reserve Bank of India Act.

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

The Company is an Investment and Credit Company (ICC) and its primary activity is investing in securities and lending. There were no changes in nature of the business of the Company during the year.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

No Companies have become or ceased to be Company's subsidiary.

• Associates:

The following Companies are the Associates:

Financial Highlights of Associates:

• Joint Ventures:

The Company has no Joint ventures.

• Salient Features of Subsidiaries and Associates:

Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies (Accounts) Rules, 2014 the salient feature of Financial Statement of Associates in Form AOC 1 which forms part of this report.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.

The Company has the following 6 (six) directors on its Board, 3 (three) of whom are Independent Directors.

None of the Directors is disqualified from being appointed as 'Director', pursuant to Section 164 of the Act or under any other applicable laws. The Company has obtained a certificate from Nishant Jawasa & Associates, Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (the "SEBI")/Ministry of Corporate Affairs (the "MCA") or any such statutory authorities as on 31^st March, 2024. A copy of the said certificate is forming part of Corporate Governance Report, which forms part of this Report.

• Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of Listing Regulations a Company shall have at least one woman director on the board of the Company. Your Company has two women directors on the Board.

• Retirement by rotation:

In terms of the provisions of the Companies Act, 2013, Mr. Sandeep Kumar Kejariwal, Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

• Appointment, re-appointment & Cessation: During the year under review, Mr. Jitendra Parihar has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 13^th September, 2023.

• Ms. Urja Thakkar, Company Secretary and Compliance Officer of the Company has resigned from the services of the Company w.e.f. 21^st August, 2023. The Board places on record its sincere appreciation for her hard work during her stint in the Company.

• In terms of provisions of Sections 196, 197, 198, 203 and all other applicable provisions of the Companies Act, 2013 (including corresponding provisions, if any of the Companies Act, 1956) read with Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & Listing Regulations, & on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at their meeting held on 29th July, 2024, has proposed the appointment of Mr. Ritesh Zaveri (DIN: 00054741), as the Whole Time Director of the Company for a period of 3 years w.e.f. 1^st October, 2024 or the date of approval of Reserve Bank of India (RBI), whichever later, subject to approval of members at the ensuing Annual General Meeting.

The Company has devised a policy on directors' appointment and remuneration including criteria for deeming qualifications, independence of director and other matter provided under sub-section (3) of section 178. Such Nomination & Remuneration policy devised by the company can be accessed on the website of the company- www.winrocommercial.com.

• Evaluation of Board, its committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board carried out evaluation of its own as well as performance of that of its committees. The Board also carried out performance evaluation of all the Individual Directors. Additionally, the Nomination and Remuneration committee of the Board also carried out the evaluation of the performance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board Evaluation Policy.

The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board and committees contained various different parameters.

The independent directors of the Company met separately at their meeting held on 15th January, 2024, without the attendance of non-independent directors and members of the management and reviewed the performance of non-independent directors, chairman and various committees of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

The independent directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2023-24.

• Declaration from Independent Directors:

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmed that they meet the requirements of Independent directors as mentioned under Regulation 16(1)(b) of the Listing Regulations.

• Key Managerial Personnel & Senior Management Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are as follows:

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, the Senior Management personnel (SMP) of the Company is as follows:

There has been no change in the SMP during the year under review.

9. RBI GUIDELINES:

The Company is registered as a non-deposit taking NBFC Company pursuant to the receipt of Certificate of Registration dated 16^th July, 2007, issued by the Reserve Bank of India ('RBI') under Section 45-IA of the Reserve Bank of India Act, 1934. Pursuant to the Scale Based Regulatory Framework for NBFC's notified by RBI, the asset size of the Company on standalone basis is more than Rs. 1,000 Crores hence the Company falls under the category of Middle Layer NBFC ('NBFC-ML').

The Company continues to comply with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 (hereinafter referred as "Scale Based Regulations") [Earlier Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 were applicable to the NBFC which is now repelled] and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. The Board periodically reviews the policies and approves amendments in line with RBI guidelines as and when necessary.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm the following that:

a) in the preparation of the annual accounts for the year ended on 31^st March, 2024, the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company as on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts for the year ended 31^st March, 2024 on a going concern basis.

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

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

11. CORPORATE GOVERNANCE:

The Company is committed to adhere to the Corporate Governance Requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. Nishant Jawasa & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the SEBI'S Listing Obligations and Disclosure Requirements Regulations, 2015 is included as a part of this report.

12. COMMITTEES OF THE BOARD:

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Details of the following Committees constituted by the Board along with their composition, powers, roles, terms of reference, meetings held during the year and attendance of the Directors at such Meetings are provided in the Report on Corporate Governance which forms a part of this Annual Report:

13. NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

The policy is displayed on the website of the Company at -

https://www.winrocommercial.com/policies/Policv%20-%20Nomination%20&%20Remuneration%20-%2014.02.2022.pdf

14. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDIT:

In accordance with section 139 of Companies Act, 2013 & as per Reserve Bank of India ("RBI") circular RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated 27^th April 2021 ('Circular'/'Guidelines') for appointment of Statutory Central Auditors (SCAs)/Statutory Auditors ("Statutory Auditors") of Commercial Banks (excluding RRBs), UCBs and NBFCs [including Housing Finance Company (HFCs)] ("RBI Guidelines") for NBFCs with asset size of Rs. 1,000 crore or more, M/s. Sarda & Pareek LLP, Chartered Accountants, (FRN: 109262W/W100673), were appointed as Statutory Auditors of the Company at the 39th Annual General meeting (AGM) to hold office for a period of three years from the conclusion of the 39th AGM until the conclusion of 42^nd AGM. Members may note that the first provision to section 139 of the Companies Act, 2013 which requires ratification of the appointment of Statutory Auditors by the Members at every AGM has been omitted by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, matter for ratification of appointment of statutory auditors at the ensuing AGM has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There are no qualifications, reservations or adverse remarks made by M/s. Sarda & Pareek LLP, Statutory Auditors in their report for the financial year ended 31^st March, 2024. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s Nishant Jawasa & Associates, a firm of the Company Secretaries in Practice (C.P. No 6993) to conduct Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the financial year ended 31st March, 2024 is appended to this Report in Form MR-3.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark. The Secretarial Audit Report (MR-3) forms part of this Annual Report as "(Annexure-1)" to the Directors Report.

Pursuant to Regulation 24A(2) of the Listing Regulations, a report on secretarial compliance has been issued by M/s. Nishant Jawasa & Associates for the financial year ended 31st March, 2024 and the same has been submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

The Company does not have any subsidiary, therefore, the provisions of Regulation 24A of the Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

INTERNAL AUDIT:

During the year under review, the Company has appointed M/s. Nexdigm Private Limited as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

COST AUDIT AND MAINTANANCE OF COST RECORDS:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India on meeting of the Board of Directors and General Meeting.

15. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website of the company at -

https://www.winrocommercial.com/policies/Prevention%20of%20Sexual%20Harassment%20Policy-2014%20(2).pdf

The provisions and guidelines of the Internal Complaints committee are not applicable to the Company. However, during the financial year 2023-24, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31st March, 2024.

16. PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public under Section 73 & Chapter V of the Companies Act, 2013 or under the corresponding provisions of Section 58A of the Companies Act, 1956 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

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

A] Conservation of Energy and Technology Absorption:

a. The step taken or impacts on conservationof energy - The operation of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b. The steps taken by the Company for utilizing alternative sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises.

c. The capital investment on energy conservation equipment's - NIL

B] Foreign Exchange Earnings & Outgo:

C] Technology Absorption:

a. The Company primarily being an investment Company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

b. The benefits derived like product improvement, cost reduction, product development: Not Applicable

c. The Expenditure incurred in Research & Development: Nil

18. PARTICULARS OF REMUNERATION:

The information required under Section 197 of the Act and the Rules made thereunder, in respect of the employees of the Company;

a) The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year:

- No remuneration is been paid to the Directors of the Company. However, the Independent Directors are paid sitting fees for attending the meetings of the Board and Committees; and details of the same are furnished in Form MGT-7, which is available on the Company's website.

b) The percentage of increase/ (decrease) in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any, in the financial year:

- No remuneration is been paid to the Directors of the Company.

*Ms. Urja Thakkar had tendered her resignation from the position of Company Secretary & Compliance Officer of the Company w.e.f. 21^st August, 2023 and Mr. Jitendra Parihar was appointed as Company Secretary & Compliance Officer w.e.f. 13^th September, 2023. Hence, the Percentage (%) of increase and decrease is not applicable for the Financial Year ended 31^st March, 2024.

c) The percentage increase/ (decrease) in the median remuneration of employees in the financial year 2023-24: 9.12%.

d) The number of permanent employees on the rolls of Company as on 31^st March, 2024 are 9 (Nine).

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- The average increase in salaries of employees other than managerial personnel in 2023-24 was 13.40%. Percentage increase in the managerial remuneration for the year was 15.86%.

f) The key parameters for any variable component of remuneration availed by the directors:

- No variable component of remuneration has been availed by the directors.

g) Affirmation that the remuneration is as per the remuneration policy of the Company:

- The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavour to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

h) Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Director's Report for the year ended 31^st March, 2024:

- The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of the proviso to Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at winro.investor@gcvl.in.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2024 in Form No. MGT-7, is available on the Company's website and can be accessed at - https://winrocommercial.com/corporate/Form MGT 7%20-%2031.03.2024.pdf.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Companies Act, 2013.

21. INDEPENDENT DIRECTORS' DECLARATION:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by Rotation. In accordance with Section 149(7) of the Companies Act, 2013 ('Act') and Regulation 25(8) of the Listing Regulations, Mrs. Rupal Vora, Mr. Ketan Desai and Mr. Vallabh Prasad Biyani have given a written declaration to the Company confirming that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and Listing Regulations and the same have been considered and taken on record by the Board.

Further, there has been no change in the circumstances which may affect their status as independent director during the year.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar ('IICA'). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

TThe Company has familiarized its independent Directors to provide insights into the Company and to enable them to understand the Company's business in depth, to familiarize them with the processes and functionaries of the Company to assist them in understanding their roles and responsibilities. Further, the Independent Directors are provided with opportunity to interact with the Management of the Company and help them to understand the Company's strategy, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and such other areas as may arise from time to time through various programmes.

The said program was conducted for the familiarization of Independent directors. The details of the same can found on the website of the Company -

https://winrocommercial.com/policies/final%20Details of Familiarisation Programme Winro%2015.01.2024.pdf

23. DISCLOSURES:

• RELATED PARTY TRANSACTIONS:

All the related party transactions were placed before the Audit Committee for its review on a quarterly basis. An omnibus approval of the Audit Committee had been obtained for the related party transactions which were repetitive in nature.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

The Board has formulated Policy on Related Party Transactions, pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations and the same is displayed on the Company's website at - https://www.winrocommercial.com/policies/Winro-Related%20Partv%20Transaction%20Policv.pdf

Further, the details on the transactions with related parties are provided in the accompanying financial statements

• CEO AND CFO CERTIFICATION:

The Chief Executive Officer and the Chief Financial Officer of the Company have given a Certificate to the Board as contemplated in Regulation 17 of the Listing Regulations. The Certificate forms a part of this Annual Report.

• CODE OF CONDUCT:

The Board of Directors have laid-down a "Code of Conduct" (Code) for all the Board Members and the senior management personnel of the Company and the same Code is displayed on the Website of the Company - www.winrocommercial.com. Annual declaration is obtained from every person covered by the Code.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis report as stipulated in Regulation 34 and Schedule V of the Listing Regulations are presented in a separate section forming part of this Annual Report.

24. POLICIES & PROGRAMMES:

The Listing Regulations mandated the formulation of certain policies for all listed companies. All such policies which are applicable to the Company are available on our website (https://www.winrocommercial.com/policies-and-code.asp). The policies are reviewed by the Board and updated based on need and new compliance requirements.

The policies and programmes adopted by the Company along with their web links are as follows:

25. NUMBER OF MEETINGS OF THE BOARD, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETINGS:

During the year, Six (6) meetings of the Board of Directors were held. The maximum time gap between any two Meetings was not more than one hundred and twenty days. These Meetings were well attended.

The 40^th AGM of the Company was held on 27^th September, 2023. However, during the year under review, no Extraordinary General Meeting (EGM) was held.

Detailed information on the Meetings of the Board, its Committees, and the meeting of the shareholders is included in the report on Corporate Governance, which forms part of this Annual Report.

26. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

• Risk is an integral part of the business and almost every business decision requires the management to balance risk and reward. The Company has in place Risk Management committee and Risk Management Policy framed in accordance with the Risk Management framework as issued by Reserve Bank of India ("RBI") vide Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("Scale Based Regulations") and amendments thereon.

• The Company has in place adequate Internal Financial Controls with reference to financial statements. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions.

• The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. It provides reasonable assurance in respect of financial and operational information, compliance with applicable statutes safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Company's policies.

• The Statutory Auditors and the Internal Auditors of the Company also provide their confirmation that the internal financial controls framework is operating effectively. During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls. ^•

• Report of the Statutory Auditors on the Internal Financial Controls with reference to the financial statements as required under clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") forms part of this Annual Report as Annexure-A to the Auditors Report.

27. INSURANCE:

The Company has adequately insured all its assets and properties.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) committee is established by the Board in accordance with section 135 of the Companies Act, 2013.

As per the provisions of Section 135 of the Companies Act, 2013, during the year 2023-2024 the Company has spent Rs. 4,55,00,000/- as against Rs. 2,55,62,738/- on Corporate Social Responsibility activities to Shantilal Shanghvi Foundation for construction of Cancer Sanatorium Centre at Wadala, Mumbai and that no amount remained unspent for the financial year 2023-24.

The Annual report on the CSR Activities of the Company during the year is enclosed as "Annexure 2" and forms part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The policy is displayed on the website of the Company at - www.winrocommercial.com

https://winrocommercial.com/policies/Policy%20-%20Whistle%20blower%20&%20Vigil%20Mechanism.pdf