Winpro Industries Ltd Directors Report

For the financial year ended on 31^st March 2024

To,

The Members,

WinPro Industries Limited

Your Directors have pleasure of submitting their 31^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March 2024. (i) FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder: (Amount in Lakhs)

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	20.64
Profit before Tax	(28.12)	(20.64)
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)

(ii) DIVIDEND AND GENERAL RESERVE:

Your Directors do not recommend any dividend on Equity Shares for FY 2023-24. During the year no amount has been transferred to General Reserve.

(iii) SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2024 was Rs. 70,00,00,000/- (Rupees Seventy Crore only) divided into 14,00,00,000 (Fourteen Crore only) Equity Shares of Rs. 5/- each.

Issued & Subscribed Share Capital:

As on the March 31, 2024, the Issued & Subscribed Capital of the Company stands at Rs. 49,98,10,550/- (Forty-Nine Crores Ninety-Eight Lakhs Ten Thousand Five Hundred and Fifty Only) divided into 9,99,62,110 (Nine Crores Ninety-Nine Lakhs Sixty-Two Thousand One Hundred and Ten) Equity Shares of Rs. 5/- each. During the year under review, there was no change in the authorized, subscribed and paid-up share capital of the Company.

(iv) Material changes and commitments as on the date of this report:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred during the financial year and till the date of this Report.

(v) DEPOSIT:

During the year under review, your Company had neither accepted nor, there was any outstanding deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made thereunder.

(vi) TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO IEPF:

There are no unpaid & unclaimed dividend pending with the Company, hence there is no amount transferred to IEPF.

(vii) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report.

(viii) DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of Act and Listing Regulations, 2015. During the year, there has been no change in the circumstances which may affect their position as Independent Director.

(ix) MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of Independent Directors was held on 12^th February, 2024. Other relevant information regarding the meeting is provided in the Corporate Governance Report forming part of the Annual Report.

(x) CORPORATE SOCIAL RESPONSIBILITY:

Provisions of section 135 of the Companies Act, 2013 are not applicable to the Company.

(xi) CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

1) Conservation of Energy:

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being made for conservation of energy and minimizing power cost.

2) Technology Absorption

Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.

3) Foreign Exchange Earning and Outgo

During the year under review, there was no inflow or outgo of Foreign Exchange.

(xii) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls which were duly tested during the year. Such controls were operating effectively without any material reportable weakness.

The details with respect to the internal control systems and internal Audit has been briefed in Management

Discussion and Analysis Report, which is annexed herewith as “Annexure 1”.

(xiii) COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Pursuant to section 178(4) of the Companies Act, 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has a well-structured Remuneration Policy in relation to the appointment, remuneration, training programme, evaluation mechanism, positive attributes and independence of its Directors, KMPs and Senior Management. The policy is available on Companys website at www.jumpnetworks.in

The Companys Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as “Annexure 2” to this Report.

(xiv) BOARD EVOLUTION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors in the framework that has been designed in compliance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.

(xv) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Details of Directors and Key Managerial Personnels (KMPs) as on 31^st March, 2024 are as follows:

Sr. No. Name of Directors and KMP	Designation	Date of Appointment on the Board	Date of Resignation
1) Mr. Atul Kumar	Executive Director & MD	15-06-2021	-
2) Mr. Abhishek Sanga	Non-Executive & Chairperson	14-01-2019	-
3) Mr. Anil Thakor	Non-Executive Non Independent Director	11-05-2021	-
4) Mrs. Minakshi Singh	Independent Director	15-06-2021	-
5) Mr. Manav Kumar	Executive Director & CFO	29-11-2021	-
6) Mr. Rohit Navale	Independent Director	24-02-2023	-

(xvi) CHANGES IN DIRECTORS & KMPS:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with Article 91 of the Articles of Association of the Company, Mr. Abhishek Sanga will retire by rotation at the AGM and being eligible, has offered himself for re-appointment. Your Board has recommended his re-appointment.

Changes in Board of Directors/KMP:

During the year under review, there were no changes in the composition of the Board of Directors and KMPs of the Company.

(xvii) HUMAN RESOURCE:

Your Company has a strongly committed and dedicated workforce, which is a key to its sustained success. The Company believes in the strength of Human Resources and realizes that the motivation, sense of ownership and satisfaction of its people are the most important drivers for its continued growth.

(xviii) BOARD MEETINGS:

During the year under review the Board met 05 (Five) times on 30th May, 2023, 14th August, 2023, 05th September, 2023, 03rd November, 2023 and 13th February, 2024. The details of the Board Meetings and Committees Meetings held during the financial year 2023-24 are specifically given in the Corporate Governance Report forming part of the Annual Report.

(xix) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The company is not having any subsidiary/ Joint Ventures/ Associate Companies.

(xx) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contacts/arrangements/transactions entered into by the Company with its Related Parties are pre- approved by the Audit Committee. All Related Parties Transactions are placed before the Audit Committee for review on a quarterly basis.

All related party contracts/arrangements/transactions as specified under Section 188 (1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 entered into during the financial year 2023-24 were in the ordinary course of the business of the Company and were on arms length basis.

Particulars of contracts or arrangements with related parties in prescribed Form AOC 2 is annexed herewith at “Annexure 3”.

(xxi) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Prevention of Sexual Harassment Policy is available on the Companys website www.jumpnetworks.in All employees, especially women employees, were made aware of the Policy and the manner in which complaints could be lodged. During the year under review, no complaints has been received by the Company.

(xxii) VIGIL MECHANISM:

The Company has established a vigil mechanism and policy pursuant to section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations for directors and employees to report concern about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct and ethics.

No person has been denied direct access to the Chairman of the Audit Committee in exception cases. The said policy is uploaded on the Companys website www.jumpnetworks.in

(xxiii) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the

Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The policy is uploaded on the Companys website and can be viewed at the Company website at www.jumpnetworks.in.

(xxiv) PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The disclosures pertaining to Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure 4” to this report.

(xxv) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the management:

1) That in the preparation of the annual financial statements for the year ended 31^st March 2024, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) 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 at the end of the financial year and of the profit and loss of the Company for that period;

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the annual accounts on a going concern basis;

5) That 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; and

6) That 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.

(xxvi) COMMITTEES OF THE BOARD:

Details of the committees formed as per the requirements of the Companies Act, 2013 and SEBI Listing Regulations are as follows: A. Audit Committee;

B. Stakeholders Relationship Committee; C. Nomination and Remuneration Committee; D. Risk Management Committee.

The relevant details pertaining to composition of Committee are given in Corporate Governance Report forming part of the Annual Report.

(xxvii) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to our Company.

(xxviii) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

(xxix) AUDITORS AND THEIR REPORTS:

Statutory Auditor:

M/s. Mohandas & Co., Chartered Accountants, (ICAI Registration No. FRN 106529W) were appointed as the Statutory Auditor at the Annual General Meeting held on 19^th May 2022. However, his term of his appointment is only till the ends this Annual General Meeting.

On recommendation of the Audit Committee, the Board proposes the appointment of M/s. Rishi Sekhri & Associates Chartered Accountants, (ICAI Registration No. 128216W for a term of 5 Year.

Auditors Report:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments u/s 134(3)(f)(i) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed CS Chirag Jain of

M/s. JCA & Co, Practicing Company Secretaries (Membership No.: F11127 & COP No.: 13687), as Secretarial Auditors of the Company for the financial year 2023-24. The Report on Secretarial Audit in the prescribed format of MR 3 is attached as “Annexure 5” to this report.

Internal Auditor:

To comply with provisions of Section 138 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Poonam Patni & Co., Chartered Accountant as an Internal Auditor of the Company for FY 2023 24.

(xxx) REPORTING OF FRAUDS BY AUDITOR:

Pursuant to section 134(3) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013.

(xxxi) EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31^st March 2024 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is attached herewith as “Annexure 6”.

(xxxii) RISK MANAGEMENT:

Your Company has a well-defined risk management structure which establishes a disciplined approach to Risk Management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised. To comply with provisions of section 134 of the Companies Act, 2013, the Company has adopted a Policy on Risk Management. The Policy is also made available at the companys website.

(xxxiii) CORPORATE GOVERNANCE:

To comply with schedule V of SEBI Listing Regulations, a separate report on Corporate Governance along with a certificate from the Statutory Auditor on its compliance is presented in a separate section forming integral part of this Annual Report.

(xxxiv) ACKNOWLEDGMENTS:

The Board of Directors of your company wish to express their deep gratitude towards the valuable cooperation and support received from the various government bodies, Banks/Financial Institutions vendors, auditors, investors and other stakeholders during the year under review.

Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.