Winpro Industries Ltd Management Discussions

GLOBAL ECONOMIC OVERVIEW

The global economy in 2024 is expected to continue its gradual recovery from the pandemic and geopolitical shocks. Chinas strong rebound following the reopening of its economy is a significant driver of this recovery.

Supply-chain disruptions are easing, and the impacts on energy and food markets from the war in Ukraine are diminishing. Additionally, the synchronized tightening of monetary policy by central banks worldwide is anticipated to help bring inflation closer to target levels. Global growth is projected to stabilize at 3.0% in 2024, reflecting a modest improvement from the previous year.

Looking ahead to 2025, the global economy is forecasted to grow at a steady pace of 3.3%. Inflation is expected to continue its downward trend, with global inflation projected to soften to 4.1% in 2024. Advanced economies are likely to see moderate growth, while emerging markets and developing economies are expected to maintain robust growth rates. Key challenges will include managing inflation expectations, addressing high debt levels, and navigating ongoing geopolitical uncertainties. Structural reforms and enhanced international cooperation will be crucial in ensuring sustainable economic growth and stability.

INDIAN ECONOMIC OVERVIEW

In 2023, the Indian economy demonstrated remarkable resilience, achieving a real GDP growth rate of 8.2%. This growth was driven by strong performances in the manufacturing and construction sectors, both of which grew by 9.9%. Retail inflation averaged 6.7% in 2023 but showed signs of easing towards the end of the year. The fiscal deficit of the Union Government decreased from 6.4% of GDP in FY23 to 5.6% in FY24, reflecting improved fiscal management. Additionally, the Gross Fixed Capital Formation (GFCF) from private non-financial corporations increased by 19.8%, indicating robust investment activity.

Looking ahead to 2024, Indias economy is projected to grow between 6.5% and 7%. The services sector continues to be a significant contributor, accounting for 54.7% of the Gross Value Added (GVA) at current prices1. The manufacturing sector is expected to maintain its momentum, supported by strong domestic demand and government reforms. Inflation is anticipated to decline further, with retail inflation projected to be around 5.4%. The overall economic outlook remains positive, with expectations of sustained growth driven by increased capital expenditure and improved export performance.

BUSINESS OUTLOOK

In 2024, the technology industry is expected to experience a modest recovery, driven by increased investments in artificial intelligence (AI), cloud computing, and cybersecurity. Despite ongoing challenges such as supply chain disruptions and geopolitical uncertainties, tech companies are focusing on innovation and growth. The industry is likely to see a surge in enterprise spending on software and IT services, particularly in areas like generative AI and intelligent automation. This renewed focus on digital transformation is anticipated to help organizations streamline their operations and enhance productivity.

WinPro, in particular, is poised to capitalize on these trends by continuing to expand its digital and embedded capabilities. The company aims to assist its clients in navigating the digital future by leveraging cutting-edge technologies and innovative solutions. By investing in AI and cloud services, WinPro is well-positioned to address the evolving needs of its clients and drive significant growth in the coming year.

FINANCIAL PERFORMANCE

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	0.00	0.00
Other Income	0.00	0.00
Total Revenue	0.00	0.00
Less: Expenditure	28.12	20.644
Profit before Tax	(28.12)	(20.644)
Exceptional Items	0.00	0.00
Less: Current Income Tax	0.00	0.00
Less: Deferred Tax	0.00	0.00
Profit / (Loss) after Tax	(28.12)	(20.644)
Earnings per share (Basic)	(0.03)	(0.02)
Earnings per share (Diluted)	(0.03)	(0.02)

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles in India. Further, the financial performance during the year under reference has been impressive in terms of sales. Even though there has been a decent increase in the turnover, the volume of profits has also increased as compared to last year.

OPPORTUNITIES AND THREATS:

Winpro, operating in the digital and IT services sector, has several opportunities to explore:

Digital Transformation Services: With the increasing demand for digital solutions, Winpro can leverage its expertise in core technology and infrastructure to help businesses transition to digital platforms.

Consumer Devices and Content: Expanding its offerings in consumer devices and digital content can help Winpro tap into the growing market for digital connections and entertainment.

Education Technology: Winpro can venture into the education technology sector, providing augmented reality solutions to enhance learning experiences.

Geographical Expansion: By extending its services to remote areas, Winpro can increase its market reach and customer base.

Sustainability and Green Technology: Investing in sustainable and green technologies can open new avenues for growth and align with global trends towards environmental responsibility.

Innovation and R&D: Continuous investment in research and development can help Winpro stay ahead of technological advancements and offer cutting-edge solutions to its clients.

THREATS, RISKS AND CONCERNS:

WinPro recognizes that every business has its inherent risks and it is required to possess a proactive approach to identify and mitigate them. Our Company has embedded an efficient organizational risk management framework, which regularly scans all possible internal and external environment to identify risks, decide on possible mitigation plans and incorporate them in its strategic plans.

Some of the key risks include industry risk, client concentration, technology risks and Financial risk. The processes relating to minimizing of the above risks have already been put in place at different levels of management. The risk mitigation plans are regularly monitored and reviewed by the Management and Audit Committee of our Company.

WinPro also has a Risk Management Committee whose mission consists of risk identification, as well as its quantification, evaluation, acceptance and management. The decisions are made by considering Risk Assessments within the context of political, economic, and social realities.

Financial Risks:

The happenings and Financial developments in the large markets that we operate in have very significant impact on our business conditions, but these are the things which are beyond our control. However, we always make sure that we are not vulnerable to major risks of this nature by taking these risks into account while conducting our business. We mitigate these risks by appropriate hedging strategies. The risk policy of the Board covers some of this large macro level risk and the remedial measures taken by the Company to face and mitigate some of these risks.

Competition Related Risks:

India has established itself as the major off shoring destination for global IT Media companies. IT Media companies are facing tremendous pressure on cost, productivity, and ROI. Thus, the Indian IT Media sector needs to make extra endeavor to remain competitive in terms of cost efficiency measures and scalability of various high-end services to handle competition. We compete with other technology service providers in response to requests for proposals and in certain services there is increased competition resulting in pressures in pricing. The Companys capability to offer innovative and value-added solutions and services by integrating its diverse domain knowledge enables it to move ahead in an environment of increasing competition.

WinPro is aware of these challenges and is positive about its prospects. Change in government policies, rise in inflation, unexpected events and increasing competition are some of the threats that can dampen the

Companys position and growth. However, our Company is capable and very vigilant to tackle all such threats as we have very strong processes in place to address any challenges.

Regulatory Risk:

The Technology industry suffers from a plethora of Central and State levies including levies by local bodies and authorities which add to the cost of business. Indeed, policy and regulation can have a significant impact on businesses, especially those operating in the technology sector where innovation is necessary and constant. Innovative businesses are at risk of falling foul of outdated laws or hastily introduced new ones that could harm their operations and growth. Developments in terms of amendments in existing tax laws, new laws like Goods and Services Tax (GST), landmark judgments, notifications, lead to an ever-changing regulatory framework that has posed a mitigated risk to the sector

ADEQUACY OF INTERNAL CONTROLS

Your Company has adequate internal control procedures commensurate with its size and nature of business. Your Company has clearly laid down policies, guidelines, and procedures that form a part of the internal control systems. The adequacy of the internal control systems encompasses the Companys business processes and financial reporting systems and is examined by the management as well as by its internal auditors at regular intervals. The internal auditors conduct audits at regular intervals to identify the weaknesses and suggest improvements for better functioning. The observations and recommendations of the internal auditors are discussed by the Audit Committee to ensure timely and corrective action.

HUMAN RESOURCES

At WinPro, we recognize the significance of the Human Resources department as an integral part of our business. Our primary objective is to maximize employee productivity. To achieve this, we follow various modes of knowledge sharing sessions that revolve around effective employee management, enhancing individual and organizational performance, career development, technology implementation and integration, as well as talent and capability building.

One of our foremost priorities is to support our employees continuous improvement. To accomplish this, we place great importance on providing ongoing training and development programs. Given the dynamic nature of competition and the business environment, it is crucial for us to empower our employees with learning opportunities and assist them in developing new skills.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include: global and domestic demand and supply conditions, and other business policies, changes in government regulations and tax laws, overall economic growth rate etc., economic developments within India and the countries within which the Company conducts business etc.

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31^st March 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members,

WinPro Industries Limited

Office No. 212, 2nd Floor, Trade Centre, G Block, Opp. MTNL, Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra, 400051.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by WinPro Industries Limited having CIN:

L92412MH1992PLC067841 (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company, has during the audit period covering the financial year ended on 31^st March, 2024 complied with various statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the Year ended 31^st March, 2024 according to the provisions of the following, as amended from time to time, and to the extent applicable :-

I. The Companies Act, 2013 (“the Act”) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings

V. The following Regulations (as amended from time to time) and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 Not applicable during the Audit Period; d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Regulations, 1999 Not applicable during the Audit Period; e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

Not applicable during the Audit Period; f. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents)

Regulations, 1993 - Not applicable during the Audit Period; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable during the Audit Period; h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable during the Audit Period; i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015

VI. Other laws applicable specifically to the Company namely:

1. Maharashtra State Tax on Professions / Trades Act, 1975 2. Goods and Service Tax Act, 2017 3. Sexual Harassment Act, 2013 4. Income Tax Act, 1961

We have relied on the representations made by the Company, its Officers and Reports of the Statutory Auditor for the systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company.

We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India. ii. SEBI (Listing Obligations and Disclosure requirements) Regulation 2015 for the financial year ended 31^st March, 2024.

During the audit period under review, to the best of my knowledge and belief and according to the information and explanations given to me, the Company has generally complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above, to the extent applicable except mentioned below:

1. According to Regulation 6(1) of LODR, the company is not in compliance and is required to designate a competent company secretary as the compliance officer. Penalties for the same have been levied by BSE Limited for the quarters ending on September 30, 2023 and December 31, 2023.

2. The Company has duly filed forms with Ministry of Corporate Affairs (MCA) within the stipulated time allowed under the Companies Act, 2013 except some forms required pursuant to provisions of Companies Act, 2013 and rules made thereunder.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and a Woman Director. The Changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes book, while the dissenting members views, if any, are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The compliance by the Company of applicable financial laws like Direct and Indirect tax laws has not been reviewed thoroughly in this audit since the same have been subject to review by the Statutory financial audit and other designated professionals.

For M/s. JCA & Co.

Practicing Company Secretaries

Sd/-

CS Chirag Jain

Partner ACS No: F11127 C. P. No.: 13687

Peer Review No.: 4197/2023

Place: Mumbai

Date: 05/09/2024