Directors Report of Winro Commercial (India) Ltd.

Mar 31, 2024

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:

(Rc in I al/hc ovront FDQ

Particulars	Standalone		Consolidated {Consolidation with Associates}
	Year ended 31.03.2024	Year ended 31.03.2023	Year ended 31.03.2024	Year ended 31.03.2023
Total Income(I)	44,087.39	13,426.79	44,087.39	13,426.79
Total Expenses (II)	1,563.79	1,600.21	1,563.79	1,600.21
Profit before tax (I-II= III)	42,523.60	11,826.58	42,523.60	11,826.58
Less: Tax expenses (IV)	6,786.83	2,504.18	6,786.83	2,504.18
Net Profit after Tax (III-IV= V)	35,736.76	9,322.40	35,736.76	9,322.40
Share in profit/(loss) of associates (VI)	-	-	12,437.50	(1,084.61)
Profit after Tax & share in profit/(loss) of associates(V VI=VII)	35,736.76	9,322.40	48,174.26	8,237.79
Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII)	46,445.83	(2,102.05)	16,200.26	(2,794.27)
Less: Tax expenses on other Comprehensive Income (IX)	5,291.41	(220.59)	1,831.32	(299.78)
Share in other comprehensive income of associates (X)	-	-	10,765.48	933.41
Other Comprehensive Income for the year (VIII-IX X=XI)	41,154.41	(1,881.46)	25,134.42	(1,561.08)
Total Comprehensive Income (VII XI= XII)	76,891.18	7,440.95	73,308.68	6,676.71
Earnings per share (EPS)
Basic	2,853.14	744.28	3,846.13	657.69
Diluted	2,853.14	744.28	3,846.13	657.69

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:

Sr. No.	Name of the associates	% of holding
1	Four Dimensions Securities (India) Limited	39.52
2	Singularity Holdings Limited	40.47
3	Better Time Realtors Private Limited	48.54
4	Arkaya Commercial Private Limited	20.82

Financial Highlights of Associates:

(Rs. in Lakhs - Except EPS)

Particulars	Better Time Realtors Private Limited	Arkaya Commercial Private Limited	Singularity Holdings Limited	Four Dimensions Securities (India) Limited
	Year ended 31.03.2024 {Standalone figures}
Total Income (I)	-	0.01	16,788.85	20,363.69
Total Expenses (II)	4.99	0.45	2,415.73	1,462.96
Profit before share in profit/(loss) before tax (I-II= III)	(4.99)	(0.44)	14,373.12	18,900.73
Less: Tax expenses (IV)	-	0.00	1,790.52	2,500.30
Profit/ (loss) for the year (III-IV= V)	(4.99)	(0.45)	12,582.60	16,400.43
Other Comprehensive Income before tax (VI)	-	146.23	8,993.74	18,418.87
Less: Tax expenses on other Comprehensive Income (VII)	-	15.21	1,010.35	1,971.16
Other Comprehensive Income (VI-VII= VIII) (Net of Tax)	-	131.02	7,983.40	16,447.71
Total Comprehensive Income (V VIII= IX)	(4.99)	130.57	20,566.00	32,848.14
Earnings per Share (EPS)
Basic	(2.08)	(1.55)	148.14	138.86
Diluted	(2.08)	(1.55)	124.97	138.86

• 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.

Name of the Director	Date of appointment	Date of Resignation	Position held
Mr. Hetal Khalpada	12.11.2018	-	Chairman, Non- Executive Director
Mr. Sandeep Kumar Kejariwal	01.10.2020	-	Non- Executive Director
Mrs. Vaishali Dhuri	07.08.2014	-	Non- Executive Director
Mr. Ketan Desai	13.02.2015	-	Non- Executive Independent Director
Mr. Vallabh Prasad Biyani	12.08.2020	-	Non- Executive Independent Director
Mrs. Rupal Vora	14.02.2022	-	Non- Executive Independent Director

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.

Sr. No.	Name of the Director	Date of appointment
1	Mrs. Vaishali Dhuri	Mrs. Vaishali Dhuri was appointed as a Non-Executive Director w.e.f. 13th September, 2014
2	Mrs. Rupal Vora	Mrs. Rupal Vora was appointed as a Non-Executive Independent Director w.e.f. 8th May, 2022

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:

Sr.No.	Name	Designation
1	Mr. Mithun Soni	Chief Executive Officer
2	Mr. Ritesh Zaveri	Chief Financial Officer
3	Ms. Urja Thakkar	Company Secretary & Compliance officer (Resigned w.e.f. 21.08.2023)
4	Mr. Jitendra Parihar	Company Secretary & Compliance officer (Appointed w.e.f. 13.09.2023)

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:

Sr.No.	Name	Designation
1	Mr. Kapil Bhagwat	Chief Information Officer

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:

SR. NO.	PARTICULARS
1.	Audit Committee
2.	Nomination and Remuneration Committee
3.	Stakeholders Relationship Committee
4.	Corporate Social Responsibility Committee
5.	Risk Management Committee
6.	Asset Liability Management Committee
7.	IT Strategy Committee
8.	IT Steering Committee
9.	Information Security Committee

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:

(Rs. In Lakhs''

PARTICULARS	2023-2024	2022-2023
Foreign Exchange Earning	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

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.

Name of the Person	% of increase/(decrease)
Mithun Soni (CEO)	22.34%
Ritesh Zaveri (CFO)	9.39%
Urja Thakkar (CS)1	-
Jitendra Parihar (CS)1	-

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 [e-mail].

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:

Sr. No.	Name of the policy	Web link
1	Document Retention and Archival Policy	https://www.winrocommercial.com/policies/Policy%20-%20 Document%20Retention%20and%20Archival%20Policy.pdf
2	Policy for determination of Materiality	https://www.winrocommercial.com/policies/Materiality%20 Policy%20Winro 2023.pdf
3	CSR policy	https://www.winrocommercial.com/policies/CSR%20Policy%20
		-%20WCIL.pdf
4	Policy on prevention of sexual harassment	https://winrocommercial.com/policies/Prevention%20of%20
		Sexual%20Harassment%20Policy-2014%20(2).pdf
5	Whistle Blower/ Vigil Mechanism Policy	https://winrocommercial.com/policies/Policy%20-%20
		Whistle%20blower%20&%20Vigil%20Mechanism.pdf
6	Policy on Related Party Transactions	https://winrocommercial.com/policies/Winro-Related%20
		Party%20Transaction%20Policy.pdf
7	Nomination & Remuneration Policy	https://winrocommercial.com/policies/Policy%20-%20
		Nomination%20&%20Remuneration%20-%2014.02.2022.pdf
8	Board Evaluation Policy	https://winrocommercial.com/policies/Policy%20-%20
		Board%20Evaluation.pdf
9	Board Diversity	https://winrocommercial.com/policies/Policy%20-%20
		Diversity%20of%20the%20Board.pdf
10	Succession Policy	https://winrocommercial.com/policies/Policy%20-%20
		Succession%20Policy.pdf

Sr. No.	Name of the policy	Web link
11	Familiarization of Independent Directors	https://winrocommercial.com/policies/final%20Details of
		Familiarisation Programme Winro%2015.01.2024.pdf
12	Code of Conduct for Prevention of Insider Trading	https://winrocommercial.com/policies/Winro%20-%20
		Insider%20Trading%20Code%20-%2004.04.2019.pdf

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

29. BOARD EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees and of Individual Directors by seeking
their inputs on various aspects of Board/Committee. The aspects covered in the evaluation included the contribution to
and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of
Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and
Committee meetings.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the
Non-Independent Director was carried out by the Independent Directors. The Board of Directors expressed their
satisfaction with the evaluation process.

The Nomination and Remuneration Committee and the Board of Directors have laid down criteria for performance
evaluation of Directors, Chairperson, Board Level Committees and Board as a whole and also the evaluation process for
the same. The performances of the members of the Board, the Board level Committees and the Board as a whole were
evaluated at the meeting of the Independent Directors held on 15^th January, 2024. The Board of Directors expressed their
satisfaction with the evaluation process.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the financial year 2023-2024, there were no significant and material orders passed by any Regulator/ Court that
would impact the ''going concern'' status of the Company and its future operations.

31. VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its
Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as
envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented
through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, vendors or any Stakeholders
associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the
Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairperson of the Audit
Committee of the Company.

The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to Section
177 of Companies Act, 2013 and Regulation 22 of the Listing Regulations, 2015. The Vigil Mechanism/Whistle Blower policy
has been displayed on the website of the Company -

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

32. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end
of the financial year and date of this Report. There has been no change in the nature of the business of the Company.

33. GENERAL:

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

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

2. Changes in Share Capital.

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

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

5. Company does not have any subsidiary and hence none of the Directors of the company receives any remuneration
or commission from any of its subsidiaries.

6. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016.

7. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the
Secretarial Auditor has reported any incident of fraud to the Audit Committee during the year under review.

8. During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions.
Therefore reasons of difference in the valuation at the time of one-time settlement and valuation done while taking
loan from the Banks or Financial Institutions are not reported.

34. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors,
Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the
Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

By order of the Board of Directors
For Winro Commercial (India) Limited

Place : Mumbai Hetal Khalpada

Date : 13^th August, 2024 Chairman

DIN:00055823

Registered Office:

209-210, Arcadia Building, 195,

Nariman Point, Mumbai - 400 021.

1

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.

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 31st Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial highlights:

(Rs.in Lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations& other Income 90040.46 71412.37

Profit before Interest, Depreciation, and Tax 1527.81 1702.98

Less: Finance cost 0.04 0.03

Less: Depreciation 50.16 52.15

Profit before Tax 1477.61 1650.80

Add/(Less): Provision for Taxation -- --

a) Current (300.00) (315.00)

Current tax expenses relating to the prior years 1.97 (41.40)

b) Deferred tax for the year 25.53 8.98

Net Profit after Taxation 1205.11 1303.38

Add: Balance brought forward from Previous Year 11747.09 10704.39

Less: Transferred to Reserved u/s 45 IC of RBI Act. 241.02 260.68

Balance carried to Balance Sheet 12711.18 11747.09

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2014 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2014, your Company achieved total revenue aggregating to Rs. 90040.46 Lacs. After providing for Depreciation, Finance Charges, the Company has registered a profit before tax of Rs. 1477.61 Lacs. After making provision for tax for the year; an amount of Rs. 1205.11 Lacs as net profit after tax has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company''s Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario.

Directors:

Mr. V.V Sureshkumar, Director, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mrs. Vaishali Rajesh Dhuri was appointed as an Additional Director of the Company w.e.f 7th August, 2014 pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company. She will hold the office as such till the ensuing Annual General Meeting. The Company has received Notices under section 160 of the said act from member of the company proposing her candidature for the office of Director of the Company.

Under Section 149 of the Companies Act, 2013 and Rules made thereunder, and as per Clause 49 of the Listing Agreement, an Independent Director now shall hold office for a term of 5 (five) consecutive years on the Board of the Company and is not subject to retire by rotation. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Rules made thereunder, Mr. Hatim F Harianawala being eligible is offering himself for re-appointment. The Company has received Notice under section 160 of the said act from the member of the company proposing his candidature for office of Director of the Company and is proposed to be re-appointed as Independent Directors of the Company for a term of 5 (five) consecutive years. Mr. A. N. Nair resigned from the company w.e.f. 7th August, 2014. The Board placed on record its appreciation of the enormous contribution made by him during his tenure as Director of the Company.

A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

That in the preparation of the annual accounts, the applicable accounting standards have been followed;

that 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 31st March, 2014 and of the profit of the Company as on that date;

that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

that the annual accounts for the year ended March 31,2014 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Statutory Auditors:

M/s Ajmera Ajmera and Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Your Company has received intimation to the effect that the proposed re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 and Rules made thereunder.

The said Auditors have confirmed their willingness to accept office, if re-appointed. The Board on the recommendation of the Audit Committee have proposed the re-appointment of M/s. Ajmera Ajmera and Associates as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of next AGM at such remuneration to be decided by the Board of Directors in consultation with the said Auditors

Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in the separate section forming the part of Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2013-2014 2012-2013

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil 6.54

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

Sd/- V.V. SURESHKUMAR CHARIRMAN

Place : Mumbai Dated : 7th August, 2014

---

Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 30th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2013.

Financial highlights: (Rs. in Lacs) Year ended Year ended Particulars 31/03/2013 31/03/2012

Revenue from operations& other Income 71412.37 81863.87

Profit before Interest, Depreciation, and Tax 1702.98 1531.44

Less: Finance cost 0.03 17.29

Less: Depreciation 52.15 195.55

Profit before Tax 1650.80 1318.60

Add/(Less): Provision for Taxation

a) Current tax expense for current year 315.00 255.00

Current tax expenses relating to the prior years 41.40 0.00

b) Deferred tax for the year (8.98) (61.33)

Net Profit after Taxation 1303.38 1124.93

Add: Balance brought forward from Previous Year 10704.39 9804.44

Less: Transferred to Reserved u/s 45 IC of RBI Act. 260.67 224.98

Balance carried to Balance Sheet 11747.09 10704.39

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2013 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2013, your Company achieved totalrevenue aggregating to Rs. 71412.37 Lacs. After providing for Depreciation, Finance Charges, the Company has registered a profit before tax of Rs. 1650.80 Lacs. After making provision for tax for the year; an amount of Rs. 1303.38 Lacs as net profit after tax has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company''s Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario.

Directors:

Mr. Hatim Harianawala, Director, retire 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.

Directors'' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that 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 31st March, 2013 and of the profit of the Company for that date;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

Information under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and rules made thereunder is given in a separate annexure to this report. The employee listed in the said Annexure is not related to any Director of the company.

Corporate Governance:

A report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

Auditors:

M/s. Ajmera Ajmera& Associates, Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to re-appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The notes to the accounts and remarks referred in the Auditors'' report are self-explanatory and therefore do not call for any further comments.

The Auditors in their report remarked that subject to note no. 26.5 regarding nondisclosure of defined benefits as per AS-15, read together with other notes and significant accounting policies there on give the information required by the Act in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India

With regard to this Management would like to state that currently company is not legally liable for providing these defined benefits to the employees. As per the Company''s Policy these benefits are given to employees at the time of their retirement.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in the separate section forming the part of Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. in Lacs) PARTICULARS 2012-2013 2011-2012

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo 6.54 Nil

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.



For and on behalf of the Board of Directors

Sd/- Place : Mumbai

V. V. SURESHKUMAR Dated : 27th May, 2013 CHAIRMAN

---

Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

Financial highlights: (Rs. in Lacs)

Year ended Year ended Particulars 31/03/2012 31/03/2011

Revenue from operations & other Income 81863.87 76436.97

Profit before Finance cost, Depreciation, and Tax 1531.44 1004.86

Less: Finance cost 17.29 73.80

Less: Depreciation 195.55 51.99

Profit before Tax 1318.60 879.07

Add/(Less): Provision for Taxation

a) Current 255.00 134.00

b)Deferred tax for the year (61.33) (20.78)

Net Profit after Taxation 1124.93 765.85

Add: Balance brought forward from Previous Year 9804.45 9191.77

Less: Transferred to Reserved u/s 45 IC of RBI Act. 224.98 153.17

Balance carried to Balance Sheet 10704.40 9804.45

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2012 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2012, your Company achieved total revenue aggregating to Rs. 81863.87 Lacs. After providing for Depreciation, Finance Charges, the Company has registered a profit before tax of Rs. 1318.60 Lacs. After making provision for tax for the year; an amount of Rs. 1124.93 Lacs as net profit after tax has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company’s Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario.

Directors:

Mr. Atulkumar Shah, Director, retire 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.

Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that 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 31st March, 2012 and of the profit of the Company for that date;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Auditors:

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to re-appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Report:

The notes to the accounts and remarks referred in the Auditors' report are self explanatory and therefore do not call for any further comments.

The Auditors in their report remarked that subject to note no. 25.6 regarding nondisclosure of defined benefits as per AS-15, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956.

With regard to this Management would like to state that currently company is not legally liable for providing these defined benefits to the employees. As per the Company’s Policy these benefits are given to employees at the time of their retirement.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Management's Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in the separate section forming the part of Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A) Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Company’s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Sd/- V. V. SURESHKUMAR CHAIRMAN

Place : Mumbai Dated : 29th May, 2012

---

Mar 31, 2011

Dear Members,

The Members, Your Directors have pleasure in presenting the 28th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Year ended Year ended

Particulars 31/03/2011 31/03/2010

Sales and other Income 76436.97 77699.47

Profit before Interest, 1004.86 3864.32 Depreciation and Tax

Less: Interest 73.80 24.07

Less: Depreciation 51.99 52.44

Profit before Tax 879.07 3787.81

Add/(Less): Provision for Taxation

a) Current 134.00 611.00

b) Deferred tax for the year (20.78) (16.91)

Net Profit after Taxation 765.85 3193.72

Add: Balance brought forward 9191.77 6636.79 from Previous Year

Less : Transferred to Reserved 153.17 638.74 u/s 45 IC of RBI Act.

Balance carried to Balance Sheet 9804.45 9191.77

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2011 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2011, your Company achieved a total income aggregating to Rs. 76436.97 Lacs. After providing for Depreciation, Finance Charges and Taxation, the Company has registered a profit before tax of Rs. 879.07 Lacs. The profit after tax i.e. Rs. 765.85 Lacs has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company's Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors:

Shri V. V. Sureshkumar, retire by rotation and being eligible, offer 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.

Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that 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 31st March, 2011 and of the profit of the Company for that period;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Compliance Officer at the registered office of the Company.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges are annexed hereto.

Auditors:

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2011 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services. Hence the particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable.

B] Foreign Exchange Earnings & Outgo:

(Rs. in Lacs)

PARTICULARS 2010-2011 2009-2010

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo 0.45 Nil

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, Statutory Authorities and Customers. Your Directors express their deep appreciation to the Company’s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

V. V. SURESHKUMAR CHAIRMAN

Place : Mumbai Date : 12th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Financial Highlights : (Rs. in Lacs)

Particulars Year ended Year ended 31/03/2010 31/03/2009

Sales and other Income 77699.47 21894.45

Profit before Interest, Depreciation, and Tax 3860.95 457.45

Less: Interest 20.70 275.59

Less: Depreciation 52.44 59.72

Profit before Tax 3787.81 122.14

Add/(Less): Provision for Taxation

a) Current 611.00 20.00

b) Deferred tax for the year (16.91) (17.02)

c) Fringe Benefit tax 0.00 0.06

Net Profit after Taxation 3193.72 119.09

Add/(Less): Excess/(Short) Provision for FBT 0.00 2.02 and Income Tax for earlier years

3193.72 117.07

Add: Balance brought forward from Previous Year 6636.79 6544.55

Less : Transferred to Reserve u/s 45 IC of RBI Act. 638.74 24.83

Balance carried to Balance Sheet 9191.77 6636.79

Dividend :

Your Directors do not recommend any dividend for the year ended on 31st March 2010 with a view to conserve the resources for future.

Operations & Performance :

During the year ended 31st March, 2010, your Company achieved a total income aggregating to Rs. 77699.47 Lacs. After providing for Depreciation, Finance Charges and Taxation, the Company has registered a profit before tax of Rs. 3787.81 Lacs after making provision for tax in respect of current year amounting to Rs. 594.09 Lacs. The profit after tax of Rs. 3193.72 Lacs has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Companys Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors :

Shri A.N. Nair, Director, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Shri Hatim Fakharuddin Hariyanawala and Shri Atulkumar Jayshukhlal Shah were appointed as additional directors of the Company on 14th January, 2010.

Shri Jagdish Jhan and Shri Narendra Kumar Jain were resigned as directors of the Company on 14th January, 2010. The Board placed on record its appreciation of the enormous contribution made by the resigning Directors during their tenure as Director of the Company.

A brief profile of Directors Proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that 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" March, 2010 and of the profit of the Company for that period;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

Public Deposits :

The Company has not accepted any deposits from public.

Voluntary De-listing of Equity Shares of the company from The Calcutta Stock Exchange Limited (CSE)

As we know that the Companys shares are listed on Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Board has reviewed the past records and found that none of the shares of the company were traded on the CSE for the last few years. Therefore it was now proposed by the Board of Directors to get its shares voluntarily de-listed from CSE and continued with their listing at BSE only. The Company is now proposing to get necessary approvals for this delisting from its members and CSE.

Particulars of Employees :

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Auditors :

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Report :

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate :

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo :

PARTICULARS 2009-2010 2008-2009

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

Acknowledgements :

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Companys employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

Place : Mumbai V. V. SURESHKUMAR

Date : 29th May, 2010 CHAIRMAN