We Win Ltd Directors Report

To,

The Members, We Win Limited

Your Directors have pleasure in presenting their 19^th Annual Report together with the Audited Financial Statement of your Company for the Financial Year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amount in lakhs)

Particulars	31st March 2026 (Rs.)	31st March 2025 (Rs.)	31st March 2026 (Rs.)	31st March 2025 (Rs.)
Revenue From operation	9365.27	7849.19	9365.27	7849.19
Other Income	88.77	91.80	88.77	91.80
Total Revenue	9454.04	7940.99	9454.04	7940.99
Profit before Depreciation & Amortization,	624.34	590.94	624.34	590.94
Exceptional and Extraordinary Items and Tax
Depreciation & Amortization Expenses	261.14	306.28	261.14	306.28
Exceptional Items	-	-	-	-
Profit (Loss) before tax	363.20	284.66	363.20	284.66
Current Tax including Prior Period Tax	(84.95)	122.00	(84.95)	122.00
Deferred Tax	(2.03)	(2.22)	(2.03)	(2.22)
Profit / (Loss) After Tax	450.18	164.89	450.18	164.89
Share of Profit/ (Loss) from Associate	-	-	(4.06)	(0.33)
Other Comprehensive income	(164.11)	23.03	(164.11)	23.03
Total Comprehensive income for the period	286.07	187.91	282.01	187.58
Earnings per Share (Rs.): -
Basic:	2.82	1.85	2.82	1.85
Diluted:	2.82	1.85	2.82	1.85

2. OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the financial year under review, the total Standalone Income of the Company (including other income) stood at 9,454.04/- lakhs as against 7,940.99/- lakhs in the previous financial year, registering a growth of 19.05%.

The Company reported a Profit After Tax (PAT) of 450.18/- lakhs during the year under review as compared to

164.89/- lakhs in the previous year, reflecting a significant improvement in profitability.

The Board of Directors is pleased with the Companys performance and remains committed to exploring new business opportunities, strengthening operational capabilities, and identifying avenues for sustainable growth and value creation for all stakeholders in the years ahead.

3. DIVIDEND:

With a view to conserve resources for future growth and business requirements of the Company, your Directors have decided not to recommend any dividend on the Equity Shares of the Company for the financial year ended 31^st March, 2026.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013:

For the financial year ended 31^st March, 2026, the Company has not proposed to carry any amount toany Reserve.

5. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARDS REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.

6. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year.

7. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED: www.wewinlimited.com

8. MEETINGS OF THE BOARD OF DIRECTORS:

Following Meetings of the Board of Directors were held during the Financial Year 2025-26:

S. No.	Date of Meeting	Board Strength	No. of Directors Present
1	16/05/2025	6	6
2	13/08/2025	6	5
3	14/11/2025	6	4
4	13/02/2026	6	6
5	19/03/2026	6	5

9. DETAILS OF SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES:

As on 31^st March, 2026, the Company did not have any subsidiary, associate company or joint venture.

Accordingly, the disclosure requirements prescribed under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 relating to the statement containing salient features of the financial statements of subsidiaries, associates and joint ventures in Form AOC-1 are not applicable to the Company as at the end of the financial year. The Company had earlier incorporated Surevin Weartech Private Limited as an Associate Company for execution of a specific project awarded under a tender floated by IRCTC. Upon successful completion of the said project, Surevin Weartech Private Limited had not undertaken any further business activities and had remained inoperative thereafter.

Subsequently, Surevin Weartech Private Limited was struck off from the register of companies and ceased to exist with effect from 31^st March, 2026.

During the financial year under review, no company became a subsidiary, associate company or joint venture of the Company. Further, except for the cessation of Surevin Weartech Private Limited upon its strike-off, no company ceased to be a subsidiary, associate company or joint venture of the Company.

10. PERFORMANCE OF SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES:

As on 31st March, 2026, the Company did not have any subsidiary, associate company or joint venture. Surevin Weartech Private Limited, which was incorporated for execution of a specific project under an IRCTC tender and had remained inoperative after completion of the said project, stood struck off as on 31st March, 2026.

Accordingly, disclosure regarding the performance and financial position of subsidiary, associate and joint venture companies is not applicable.

11. DIRECTORS:

(A) Changes in Directors and Key Managerial Personnel:

During the financial year under review, following changes have occurred in the Constitution/ Composition of the Board of Directors and Key Managerial Personnel: ? Mrs. Sonika Gupta (DIN: 01527904), Director of the Company, who retire by rotation at the forthcoming 19^th Annual General Meeting and being eligible offer herself for re- appointment.

(B) Declaration by Independent Directors:

Company has following three Independent Directors:

S. No.	Name & DIN	Date of Original Appointment
1	Mr. Ambreesh Tiwari (DIN:01582960)	15/03/2017
2	Mr. Awdhesh Shah (DIN:00184656)	15/03/2017
3	Mr. Tarun Katyan (DIN: 10051938)	29/03/2023

All the above named Independent Directors have submitted to the company, declarations to the effect that they meet the criteria of Independence as specified/provided in Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate meeting of Independent Directors of the Company was conducted on 13^th February, 2026 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

(C) Re-appointment of Independent Directors: Not Applicable

(D) Opinion of the Board with regard to integrity, expertise and experience of the Independent Director appointed during the year:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive directors during the year ended 31^st March, 2026.

(E) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 & Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has evaluated the performance of every Director, Independent Directors, Board and its Committees and Chairperson based on the criteria laid down by the Nomination and Remuneration Committee. Rating sheets were circulated to the directors for the purpose of evaluation. A summary of performance evaluation of the Board, its Committees and individual directors was prepared on the basis of rating sheets received from the individual directors and the same was placed before the Board.

(F) Programme for familiarization of Directors:

The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company.

12. AUDITORS:

(A) Statutory Auditors:

In terms of provisions of Section 139 of the Companies Act, 2013, the Board has passed/recommended resolution (subject to approval of members at the forthcoming 19^th AGM) for appointment of M/s Sandeep Mukherjee & Associates, Chartered Accountants (FRN: 009942-C), as Statutory Auditors of the Company for a term of 05 (five) years, to hold office from the conclusion of the forthcoming 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting of the Company. The Company has already received the written consent and certificate pursuant to Section 139 of the Companies Act 2013 from M/s Sandeep Mukherjee & Associates, Chartered Accountants (FRN: 009942-C), confirming their consent and eligibility under Section 139 and 141 of the Companies Act, 2013. The Board recommends their appointment.

There are no qualifications or adverse remarks in the Auditors Report which required any clarification/explanation. The notes on financial statements are self-explanatory and needs no further explanation.

Further the Auditors Report for the financial year ended, 31^st March, 2026 is annexed herewith for your kind perusal and information.

(B) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s S. Anjum & Associates, Company Secretary in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2025-26 in the prescribed Form MR-3 is annexed to this Report (ANNEXURE- I).

Pursuant to the provisions of Section 204(3) and 134(3) of the Companies Act, 2013, the Board of Directors of the Company provide following clarification with regard to the qualifications/ observations made/raised by the Secretarial Auditor in Secretarial Audit Report:

Company is in compliance with all the provisions of various acts applicable to the Company. However due to some unavoidable technical reasons/ practical difficulty, the Company has missed some point, of which the company taken note of and will ensure compliance in the future.

(C) Cost Auditors: Not Applicable

13. LOANS, GUARANTEES AND INVESTMENTS:

The details of the investments made by the Company are given in the financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION

188(1):

All transactions entered with Related Parties for the year under review were entered on arms length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made there under were not attracted and the requirement of disclosure in Form AOC-2 is not applicable. All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arms length.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance of provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee consists of the following Directors:

S. No. Name & DIN	Status (Chairman/ Member)
1 Mr. Abhishek Gupta (DIN: 01260263)	Chairman
2 Mr. Awdhesh Shah (DIN: 00184656)	Member
3 Mr. Ambreesh Tiwari (DIN: 01582960)	Member

Corporate Social Responsibility Policy was approved/ adopted by the Board of Directors after taking into account the recommendations made by the Corporate Social Responsibility Committee and said policy is placed on the website of the Company and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed alongwith Annual Report on Corporate Social Responsibility.

During the financial year under review (i.e. 2025-26), the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company and hence the company need not adopt any Corporate Social Responsibility.

Corporate Social Responsibility Policy of the company is enclosed to this Report. (ANNEXURE- II)

16. CONSERVATION OF ENERGY:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about: (i) The steps taken or impact on conservation of energy: Nil (ii) the steps taken by the company for utilizing alternate sources of energy: Nil (iii) the capital investment on energy conservation equipments: Nil

17. TECHNOLOGY ABSORPTION:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about: (i) the efforts made towards technology absorption: Nil (ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Nil (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported: Nil (b) the year of import: Nil (c) whether the technology been fully absorbed: Nil (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil (iv) the expenditure incurred on Research and Development: Nil

18. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about: (i) The Foreign Exchange earned in terms of actual inflows during the year: Nil (ii) The Foreign Exchange outgo during the year in terms of actual outflows: Nil

19. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The Risk Management policy is placed on the website of the Company and can be accessed at www.wewinlimited.com.

20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

22. DETAILS OF FRAUDS REPORTABLE U/S 143(12):

During the year under review, there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; therefore, no disclosure required in this regard.

23. DEPOSITS:

Your Directors state that no disclosure or reporting is required in respect of details relating to deposits covered under Chapter V of the Act, because there were no transactions on these items during the financial year under review.

24. VIGIL MECHANISM:

As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, the Company has established a Vigil Mechanism for Directors and Employees to report their genuine concerns/ grievances, and said mechanism is overseen by the Audit Committee of the Company and the Company has also made provisions for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

During this year no complaints were received under this mechanism nor has any personnel been denied access to the Audit Committee.

25. COMMITTEES OF THE BOARD:

The Companys Board has following Committees:

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and rules made thereunder, the Board has constituted Audit Committee. The Audit Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Audit committee is an Independent Director. Committee consists of the following Directors:

S. No. Name & DIN	Status (Chairman/Member)	Category
1 Mr. Awdhesh Shah (DIN- 00184656)	Chairman	Independent/ Non-executive
2 Mr. Ambreesh Tiwari (DIN-01582960)	Member	Independent/ Non-executive
3 Mr. Abhishek Gupta (DIN- 01260263)	Member	Promoter/ Executive

During the financial year under review, the Board has accepted all the recommendations of the Audit Committee.

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and rules made there under, the

Board has reconstituted Nomination and Remuneration Committee. The Nomination and Remuneration Committee consists of three non-executive Directors out of which three are Independent Directors. The Chairman of the Nomination and Remuneration Committee is an Independent Director. The table sets out the composition of the Committee:

S. No. Name & DIN	Status (Chairman/Member)	Category
1 Mr. Awdhesh Shah (DIN- 00184656)	Chairman	Independent/ Non-executive
2 Mr. Ambreesh Tiwari (DIN- 01582960)	Member	Independent/ Non-executive
3 Mr. Tarun Katyan (DIN: 10051938)	Member	Independent /Non-executive

C. Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and rules made there under, the Board has constituted Stakeholders Relationship Committee. The Stakeholders Relationship Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Stakeholders Relationship Committee is an Independent Director. Committee consists of the following Directors:

S. No. Name & DIN	Status (Chairman/Member)	Category
1 Mr. Ambreesh Tiwari (DIN- 01582960)	Chairman	Independent/ Non-executive
2 Mr. Awdhesh Shah (DIN- 00184656)	Member	Independent/ Non-executive
3 Mrs. Sonika Gupta (DIN- 01527904)	Member	Promoter/ Executive

26. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR

DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The board has, on the recommendation of the nomination & remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and said policyis placed on the website of the Company and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed with this report. (ANNEXURE- III)

27. REMUNERATION POLICY:

The board has, on the recommendation of the nomination & remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and said policyis placed on the website of the Company and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed with this report. (ANNEXURE- III)

28. HUMAN RESOURCES AND PARTICULAR OF EMPLOYEES:

Your Company believes that its employees are its core strength and the key driver for sustainable growth. The Company maintains a harmonious and progressive work environment that fosters innovation and efficiency. As on 31^st March, 2026, the total number of permanent employees of the Company was as follows:

Gender Details	Total Number of Employees
Female	65
Male	178
Transgender	0
Total	243

29. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY HOLDING OR

SUBSIDIARY COMPANY: Not Applicable

30. DISCLOSURE PURSUANT TO SECTION 197 READ WITH RULE 5(1) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

S. No.	Name	Designation	Ratio to median remuneration
1.	Mrs. Sonika Gupta (DIN: 01527904)	Chairman cum Director	24.00x
2.	Mr. Abhishek Gupta (DIN: 01260263)	Managing Director	24.00x
3.	Mr. Arnav Gupta (DIN: 09040096)	Non- Executive Director	04.00x

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial

Officer, Company Secretary or Manager if any, in the financial year:

During the financial year under review; there was no increase in the remuneration of Managing Director and Directors of the company. Also, there was no increase in the remuneration of CFO and Company Secretary & Compliance Officer of the company. c. The percentage increase in the median remuneration of employees in the financial year:

Particulars	2025-26	2024-25	Percentage increase in median remuneration in 2025- 2026
Median Remuneration of employees	3,00,000	2,44,000	23.00 %

d. The number of permanent employees on the rolls of the Company:

The Company had 243 permanent employees on its rolls as on 31^st March, 2026. In addition, the Company had approximately 4,000 Customer Care Executives (CCEs) engaged in its operations as on the said date to support its business requirements. e. Average percentile increases 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:

During the Financial Year 2025 26, the average increase in the remuneration of employees was 4.05%. Also, there was no increase in the remuneration of Managing Director & CEO and Directors of the company in the financial year 2025-26.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

g. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There were no employees who in terms of remuneration drawn: i. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh rupees; ii. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand rupees per month; iii. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equityshares of the company.

31. ANNUAL LISTING FEES:

During the financial year under review, the company confirms that the annual listing fees to NSE and BSE for the financial year 2026-27 has been paid.

32. SHARES SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in Suspense Account and/or in Unclaimed Suspense Account.

33. CORPORATE GOVERNANCE:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. At We Win, our board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in Corporate Governance also endeavor to enhance long term shareholder value and respect minority rights in all our business decisions. The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report. A Certificate from the MD and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

(ANNEXURE- IV)

34. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to prepare/attach a Management Discussion and

Analysis Report as a part of this Boards Report or addition thereto and the same is attached as Annexure to this Report. (ANNEXURE- V)

35. INTER - SE RELATIONSHIP OF DIRECTORS:

S. No. Name & DIN of Director	Relation with Directors
1 Mr. Abhishek Gupta	Spouse of Mrs. Sonika Gupta (DIN: 01527904) and Father of Mr.
(DIN: 01260263)	Arnav Gupta (DIN: 09040096), Directors of the company.
2 Mrs. Sonika Gupta	Spouse of Mr. Abhishek Gupta (DIN: 01260263) and Mother of Mr.
(DIN: 01527904)	Arnav Gupta (DIN: 09040096), Directors of the company.
3 Mr. Arnav Gupta	Son of Mr. Abhishek Gupta (DIN: 01260263) and Mrs. Sonika Gupta
(DIN: 09040096)	(DIN: 01527904), Directors of the company.
4 Mr. Ambreesh Tiwari	No Relation with Directors
(DIN: 01582960)
5 Mr. Awdhesh Shah	No Relation with Directors
(DIN: 00184656)
6 Mr. Tarun Katyan	No Relation with Directors
(DIN: 10051938)

36. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS

COMMITTEE:

The Company is committed to providing a safe, secure and conducive work environment to all its employees and has zero tolerance for sexual harassment at the workplace. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, the Company has constituted an Internal Complaints Committee ("ICC") at its Registered Office to redress complaints relating to sexual harassment and to ensure a healthy working environment for all employees. The details of complaints received and disposed of by the Internal Complaints Committee during the Financial Year

2025-26 are as under:

No: of complaints of sexual harassment received in the year	No: of complaints disposed off during the year	No: of cases pending for more than ninety days
Nil	Nil	Nil

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the aforesaid Act.

37. COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company is committed to providing a supportive and inclusive work environment for its employees. The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, and extends all applicable maternity benefits to eligible women employees in accordance with the requirements of the said Act.

38. MAINTENANCE OF COST RECORD U/S 148(1) OF THE COMPANIES ACT 2013: Not Applicable

39. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

40. DEVIATION IN UTILSATION OF FUND:

The Company confirms that the funds raised through the Initial Public Offer (IPO) have been utilized for the purposes and objects as stated in the Offer Document/Prospectus. There has been no deviation or variation in the utilization of the IPO proceeds from the objects stated in the Offer Document. Accordingly, the disclosure requirements under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to deviation or variation in utilization of funds are not applicable. As on the date of this Report, the Company has fully complied with the stated objects of the issue and there is no deviation in the utilization of the funds raised through the IPO.

41. ISSUE OF SHARES THROUGH/UNDER THE EMPLOYEE STOCK OPTION SCHEME:

The Company, through Postal Ballot dated December 19, 2025, had approved the "We Win Limited Employee Stock Option Plan 2025" ("We Win Limited ESOP 2025") by way of Postal ballot passed with requisite majority in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended. Further, the Company has obtained in-principle approvals from the National Stock Exchange of India Limited and BSE Limited vide their respective letters dated March 23, 2026, for the listing of equity shares to be issued and allotted pursuant to the exercise of options that may be granted under the said ESOP scheme. However, no options have been granted under the ESOP 2025 Scheme during the financial year 2025 26.

42. CEO/CFO CERTIFICATE:

CEO/CFO Certificate as per Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is placed at (ANNEXURE- VI) to the Boards Report.

43. GENERAL DISCLOSURES:

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

1. Issue of Bonus Shares and/or Right Shares.

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

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

4. Buy Back of Shares.

5. Detailed reasons for revision of financial Statement or Boards report

6. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

44. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: Not Applicable 45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

46. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

47. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 at the end of the financial year and of the profit or loss ofthe company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

48. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere gratitude for the continued cooperation and support extended by the Banks, Government Authorities, Customers, Vendors, and Members/Shareholders during the year under review.

The Directors also wish to express their deep appreciation for the dedication, commitment, and hard work of the

Companys Executives, and staff whose efforts have contributed significantly to the performance and progress of the Company during the financial year.