iifl-logo

Winro Commercial India Ltd Directors Report

244.45
(0.00%)
May 7, 2022|12:59:43 PM

Winro Commercial India Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the 42nd 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, 2025. This report provides a comprehensive overview of the Companys strategic initiatives, financial performance, operational achievements and key challenges faced during the fiscal year, along with insights into the Companys future growth trajectory.

1. FINANCIAL PERFORMANCE:

The summary of the Companys financial position, both on a consolidated and standalone basis for the financial Year 2025 as compared to the previous financial year 2024 is given below:

(Rs. in Lakhs except EPS)

Particulars

Standalone

Consolidated (Consolidation with Associates}

Year ended 31.03.2025 Year ended 31.03.2024 Year ended 31.03.2025 Year ended 31.03.2024

Total Income(I)

44,849.89 44,087.39 44,849.89 44,087.39

Total Expenses (II)

2,244.54 1,563.79 2,244.54 1,563.79

Profit before tax (I-II= III)

42,605.35 42,523.60 42,605.35 42,523.60

Less: Tax expenses (IV)

8,589.19 6,786.83 8,589.19 6,786.83

Net Profit after Tax (MMV= V)

34,016.16 35,736.76 34,016.16 35,736.76

Share in profit/(loss) of associates (VI)

- - 6,180.11 12,437.50

Profit after Tax & share in profit/(loss) of associates(V+VI=VII)

34,016.16 35,736.76 40,196.27 48,174.26

Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII)

36,891.80 46,445.83 24,923.52 16,200.26

Less: Tax expenses on other Comprehensive Income (IX)

8,155.14 5,291.41 4,236.10 1,831.32

Share in other comprehensive income of associates (X)

- - 8,175.43 10,765.48

Other Comprehensive Income for the year (VMMX+X=XI)

28,736.66 41,154.41 28,862.85 25,134.42

Total Comprehensive Income (VII+XI= XII)

62,752.82 76,891.18 69,059.12 73,308.68

Earnings per share (EPS)

Basic

2,715.77 2,853.14 3,209.18 3,846.13

Diluted

2,715.77 2,853.14 3,209.18 3,846.13

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, 2025, 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. 44,849.89 Lakhs (Includes realised gain on financial instruments of Rs. 23,724.62 Lakhs and an unrealised gain of Rs. 19,189.48 Lakhs) for the financial year ended 31st March, 2025 as against 44,087.39 Lakhs in the previous financial year. After providing for Depreciation, the Company has earned a profit before tax of Rs. 42,605.35 Lakhs as against Rs. 42,523.60 Lakhs. After making provision for tax for the year, the profit for the year amounted to Rs. 34,016.16 Lakhs as against Rs. 35,736.76 Lakhs.

The Companys other comprehensive income (net of tax) for the financial year ended 31st March, 2025 was Rs. 28,736.66 Lakhs (Includes realised gain on financial instruments of Rs. 7,491.23 Lakhs and an unrealised gain of Rs. 29,400.57 Lakhs) compared to Rs. 41,154.41 Lakhs in previous year. The Companys total comprehensive income for the financial year ended 31st March, 2025 was Rs. 62,752.82 Lakhs as against Rs. 76,891.18 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 of associates for the financial year ended 31st March, 2025 was Rs. 6,180.11 Lakhs compared to profit of Rs. 12,437.50 Lakhs in the previous financial year. The share in other comprehensive income of associates for the financial year 2024-2025 was Rs. 8,175.43 Lakhs compared to Rs. 10,765.48 Lakhs in the previous financial year.

After considering Companys share of profit and comprehensive income, Companys Total Comprehensive Income for the financial year ended 31st March, 2025 was profit of Rs. 69,059.12 Lakhs (Includes realised gain on financial instruments of Rs. 7,491.23 Lakhs and an unrealised gain of Rs. 25,607.72 Lakhs) as against Companys total comprehensive income for the financial year ended 31st March, 2024 was profit of Rs. 73,308.68 Lakhs. The Companys total comprehensive income for the financial year ended 31st March, 2025 was profit of Rs. 69,059.12 Lakhs as against Rs. 73,308.68 Lakhs in the previous financial year.

3. DIVIDEND:

The Company is a Non-Banking Financial Company (NBFC) mainly engaged in investment activities considering the capital intensive business to support its future growth, your directors do not recommend any dividend for the financial year ended 31st March, 2025 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. 6,803.23 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 has been no change in nature of the business of the Company during the year.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

The Company does not have any Subsidiary Company.

• Joint Ventures:

The Company does not have any Joint Ventures.

• 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

5 Saraswati Commercial (India) Limited

22.77

6 Urudavan Investment and Trading Private Limited

33.41

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 Saraswati Commercial (India) Limited Urudavan Investment & Trading Private Limited

Year Ended 31.03.2025 {Standalone figures}

Total Income (I)

- 1.25 4,926.25 15,244.22 7,541.58 1,505.75

Total Expenses (II)

4.68 0.55 2,492.47 1,740.29 661.47 283.05

Profit before share in profit/ (loss) before tax (I-II= III)

(4.68) 0.70 2,433.77 13,503.93 6,880.11 1,222.70

Less: Tax expenses (IV)

- - 665.36 2,741.72 1,538.99 249.80

Profit/ (loss) for the year (III-IV= V)

(4.68) 0.70 1,768.41 10,762.21 5,341.12 972.90

Other Comprehensive Income before tax (VI)

- 96.32 14,179.10 7,734.68 17,293.88 -

Less: Tax expenses on other Comprehensive Income (VII)

- 30.24 2,474.78 2,119.50 3,570.67 -

Other Comprehensive Income (VI-VII= VIII) (Net of Tax)

- 66.08 11,704.32 5,615.18 13,723.21 -

Total Comprehensive Income (V+VIM= IX)

(4.68) 66.78 13,472.73 16,377.40 19,064.33 972.90

Earnings per Share (EPS)

Basic

(1.95) 2.44 20.82 91.12 517.41 1.32

Diluted

(1.95) 2.44 17.56 91.12 517.41 1.32

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 Executive, Non-Executive and Independent Directors.

As on March 31, 2025, the Board of Directors of the Company comprised of following 5 (Five) Directors including one Whole Time Director and two Independent Directors.

Name of the Directors

Date of Appointment

Date of Resignation

Position held

Mr. Vallabh Prasad Biyani

12.08.2020

-

Chairman & Non-Executive Independent Director

Mr. Ritesh Zaveri

09.10.2024

-

Whole Time Director

Mr. Sandeep Kumar Kejariwal

01.10.2020

-

Non-Executive Director

Mrs. Vaishali Dhuri

07.08.2014

09.10.2024

Non-Executive Director

Mr. Ketan Desai

13.02.2015

11.02.2025 (Completion of Tenure)

Non-Executive Independent Director

Mr. Hetal Khalpada

12.11.2018

-

Non-Executive 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 Avani Gandhi & 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 31st March, 2025. A copy of the said certificate is attached to the Corporate Governance Report, which is annexed hereto and 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. The Company has one Woman Director on the Board.

Sr. Name of the No. Director

Date of Appointment

1 Mrs. Rupal Vora

Mrs. Rupal Vora was appointed as a Non-Executive Independent Director of the Company w.e.f. 14th February, 2022.

• Retirement by rotation:

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

• Appointment/ Re-Appointment:

> The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 29th July, 2024, proposed the appointment of Mr. Ritesh Zaveri (DIN: 00054741) as a Whole-Time Director of the Company for a period of three years, subject to the approval of the Members and the Reserve Bank of India (RBI). Pursuant to the approval of the Members at the Annual General Meeting held on 26th September, 2024, and the subsequent approval received from the RBI on 9th October, 2024, Mr. Ritesh Zaveri (DIN: 00054741) was formally appointed as a Whole-Time Director of the Company for a term of three consecutive years with effect from 9th October, 2024.

> The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 13th November, 2024, proposed the appointment of Mr. Rohit Kothari (DIN: 00054811) as an Additional Non-Executive Director of the Company. He was subsequently regularized as a Non-Executive Director with effect from 17th March, 2025, through Postal Ballot, subject to the approval of the Reserve Bank of India (RBI). Upon receipt of the RBI approval, Mr. Rohit Kothari was formally appointed as a Non-Executive Director of the Company with effect from 30th May, 2025.

• Resignation:

> Mrs. Vaishali Dhuri, Non- Executive Non Independent Director resigned from the directorship of the Company w.e.f. 9th October, 2024 due to her other professional commitments. She has further confirmed that there are no other material reasons apart from her aforesaid commitments.

• Cessation:

Mr. Ketan Desai (DIN: 07092422) Non-Executive Independent Director of the Company, completed his second term on 11th February, 2025. Accordingly, he ceased to be Independent Director of the Company with effect from the close of business hours on the said date.

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 12th March, 2025, without the attendance of non-independent directors and members of the management and reviewed the performance of non-independent directors 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 2024-25.

• 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 & Whole-Time Director

3 Mr. Jitendra Parihar

Company Secretary & Compliance officer

Mr. Ritesh Zaveri, who holds the position of Chief Financial Officer of the Company, has been additionally appointed as a Whole-Time Director of the Company with effect from 9th October, 2024.

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

2 Mr. Tushar Desai*

Chief Compliance Officer

*The Board of Directors, based on the recommendations of the Nomination & Remuneration Committee at its meeting held on 28th May, 2025 designated Mr. Tushar Desai, Chief Compliance Officer of the Company as the Senior Managerial Personnel of the Company w.e.f. 28th May, 2025.

9. RBI GUIDELINES:

The Company is registered as a non-deposit taking NBFC Company pursuant to the receipt of Certificate of Registration dated 16th July, 2007, issued by the Reserve Bank of India (RBI) under Section 45-IA of the Reserve Bank of India Act, 1934.

Since the asset size of the Company as on the balance sheet date has more than Rs. 1,000 crores, pursuant to the Scale Based Regulatory Framework for NBFCs notified by the Reserve Bank of India (RBI), the Company, on a standalone basis, falls under the category of Middle Layer NBFC ("NBFC-ML").

The Company continues to comply with the Scale Based Regulations 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 31st March, 2025, 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 31st March, 2025 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 31st March, 2025 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 racquirements 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 report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. Avani Gandhi & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations 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

10. Special Committee of the Board for Monitoring and Follow-Up of Cases of Frauds (SCBMF)

13. REMUNERATION POLICY:

a) Nomination And Remuneration Policy:

Pursuant to Section 178(3) of the Companies Act, 2013 and regulation 19(4) read with Part D of schedule II of the SEBI Listing Regulations, the Board has framed a Nomination & Remuneration (NRC) Policy. This policy, inter alia, lays down:

• The criteria for determining appointment, removal, retirement, qualifications, positive attributes, tenure, and independence of directors; and

• Broad guidelines of structure & remuneration for Executive Directors, Non-Executive Directors, Key Managerial Personnel and other employees.

The policy is displayed on the website of the Company at - https://winrocommercial.com/policies/Policv%20-%20Nomination%20&%20Remuneration.pdf

b) Compensation Policy:

In view of detailed RBI Guidelines for NBFCs concerning compensation of KMP and SMP, the Company has in place a specific Compensation Policy to this effect. Accordingly, this NRC policy has to be read along with this specific policy adopted pursuant to RBI Guidelines as regards compensation of KMP and SMP. The objective of this policy are:

• To lay down broad framework for payment of compensation to the directors (Executive and Non-Executive), Key Managerial Personnel, Senior Management and other employees;

• To ensure fit and proper status of proposed/existing directors and that there is no conflict of interest in appointment of directors on Board of the Company, KMPs and Senior Management.

• To ensure that the compensation packages of Whole-Time Directors (if any), key managerial personnel and senior management involves a balance between fixed and variable pay reflecting short and long term performance objectives appropriate to the working of the company and aligned with the regulatory requirements;

• The level and composition of compensation is reasonable and sufficient to attract, retain and motivate directors, KPMs and SMPs of the quality required to efficiently run the company successfully.

The policy is displayed on the website of the Company at - https://www.winrocommercial.com/policies/Compensation%20Policy.pdf

14. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDIT:

The members of the Company at its 39th AGM held on 22nd September, 2022 had approved the appointment of M/s. Sarda & Pareek LLP, (FRN: 109262W/W100673), ("Existing Auditors") as the Statutory Auditors of the Company for the period of Three Years till the conclusion of 42nd AGM of the Company.

Due to completion of tenure in the ensuing 42nd agm, M/s. Sarda & Pareek LLP, (FRN: 109262W/W100673), the current Statutory Auditors of the Company, is not eligible to continue as Statutory Auditors and therefore the Board of Directors of the Company based on the recommendations of the Audit Committee at their respective meetings held on 13th August, 2025 have approved the appointment of M/s. N.S. Gokhale & Co, Chartered Accountants (FRN: 103270W) as the Statutory Auditors of the Company for a term of 3 consecutive years and to hold the office from the conclusion of this 42nd agm until the conclusion of 45th agm on such remuneration including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and the Auditors.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

Explanation to Auditors Remarks:

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 31st March, 2025. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT:

Due to the sudden demise of the Secretarial Auditor, Mr. Nishant Jawasa, proprietor of M/s. Nishant Jawasa & Associates, the Board of Directors, at its meeting held on 12th February, 2025, appointed M/s. Avani Gandhi & Associates, Practicing Company Secretaries (C.P. No. 16143 and Peer Review Certificate No. 1379/2021), to conduct the Secretarial Audit of the Company for the financial year 2024-2025.

In accordance with Section 204 of the Companies Act 2013, read with the rules framed thereunder, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), w.e.f 1st April 2025, every listed entity is required to undertake Secretarial Audit by a Peer Reviewed Secretarial Auditor who shall be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 28th May, 2025, subject to the approval of the Members of the Company, approved appointment of M/s. Avani Gandhi & Associates, Practicing Company Secretaries (Certificate of Practice No. 16143, Peer Review Certificate No. 1379/2021) as the Secretarial Auditor of the Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditor from FY 2025-2026 till FY 2029-2030.

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 Avani Gandhi & Associates for the financial year ended 31st March, 2025 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 2024-25, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31st March, 2025.

Particulars

Complaints Received on Sexual Harassment

Number of complaints outstanding at the beginning of the year under review

NIL

Number of complaints received during the year under review

NIL

Number of complaints disposed of during the year under review

NIL

Number of complaints remain pending for more than 90 days

NIL

Number of complaints remain pending at the year end

NIL

16. PUBLIC DEPOSITS:

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

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 conservation of 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 equipments - NIL

B) Foreign Exchange Earnings & Outgo:

(Rs. In Lakhs)

PARTICULARS

2024-2025 2023-2024

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(12) 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 & the percentage of increase/ (decrease) in remuneration of each Director & KMPs of the Company for the financial year 2024-2025:

Name of the Directors, KMP & their Designation

Remuneration for the FY 2024-2025 (Rs. In Lakhs) Ratio of remuneration of each director to median remuneration of employees % Increase / (Decrease) in remuneration in the financial year

Mr. Ritesh Zaveri - Whole Time Director & Chief Financial Officer

12.46 1.10 10.37

Mr. Mithun Soni - Chief Executive Officer

162.25 NA 6.23

Mr. Jitendra Parihar - Company Secretary & Compliance Officer

12.64 NA NA

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

- Remuneration to directors does not include sitting fees paid to them for attending Board and/or Committee meetings.

- However the details of remuneration paid to the Executive Director & the sitting fees paid to the Independent Directors for attending the meeting of the Board & Committees are furnished in Form MGT- 7, which is available on the Companys website.

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year 2024-25 : 1.90%

c) The number of permanent employees on the rolls of Company as on 31st March, 2025 are 9 (Nine).

d) 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 2024-25 was 12.15%. Percentage increase in the managerial remuneration for the year was 8.30%.

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

The variable component of remuneration for Executive Directors is determined based on the following key parameters:

• Individual performance and leadership contribution; and

• Overall performance of the Company.

For the financial year 2024-2025, Mr. Ritesh Zaveri, Whole Time Director of the Company, was paid a bonus of Rs. 1.10 lakhs as the variable component of her remuneration.

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

- The Companys 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.

g) 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 Directors Report for the year ended 31st March, 2025:

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

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2025 in Form No. MGT-7, is available on the Companys website and can be accessed at-

https://winrocommercial.com/corporate/Form%20MGT%207%20for%20year%20ended%2031.03.2025.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 shall 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 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 (MCA). 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:

The Company has familiarized its independent directors to provide insights into the Company and to enable them to understand the Companys 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 Companys 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://www.winrocommercial.com/policies/final%20Details of Familiarisation Programme Winro%2012.03.2025.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 arms 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 Companys website at - https://winrocommercial.com/policies/Winro-RPT-policy.pdf

Further, the details of 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:

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report. The shareholders may refer to the Management Discussion and Analysis section of this Annual Report for comprehensive insight into the Companys strategic outlook, including industry dynamics, various opportunities and threats in the industry, risk factors and the efficacy of internal control mechanisms.

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 j. 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.pdf

3 CSR policy

https://www.winrocommercial.com/policies/CSR%20Policy%20

-%20WCIL.pdf

4 Policy on prevention of sexual harassment

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

5 Whistle Blower/ Vigil Mechanism Policy

https://www.winrocommercial.com/policies/Policy%20-%20

Whistle%20blower%20&%20Vigil%20Mechanism.pdf

6 Policy on Related Party Transactions

https://www.winrocommercial.com/policies/Winro-RPT-policy.

pdf

7 Nomination & Remuneration Policy

https://winrocommercial.com/policies/Policy%20-%20

Nomination%20&%20Remuneration.pdf

8 Board Evaluation Policy

https://www.winrocommercial.com/policies/Policy%20-%20

Board%20Evaluation.pdf

9 Board Diversity

https://www.winrocommercial.com/policies/Policy%20-%20

Diversity%20of%20the%20Board.pdf

10 Succession Policy

https://www.winrocommercial.com/policies/Policy%20-%20

Succession%20Policy.pdf

11 Familiarization of Independent Directors

https://www.winrocommercial.com/policies/final%20Details

of Familiarisation Programme Winro%2012.03.2025.pdf

12 Code of Conduct for Prevention of Insider Trading

https://www.winrocommercial.com/policies/CODE%20OF%20

CONDUCT%20FOR%20PREVENTION%20OF%20INSIDER%20

TRADING.pdf

13 Policy for Determining Material Subsidiaries

https://www.winrocommercial.com/policies/Policy%20on%20

Material%20Subsidiary.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 41st Annual General Meeting of the Company was held on 26th September, 2024. However, During the year under review, no Extraordinary General Meeting were held.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots 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 is 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 the assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Companys policies.

• The Statutory Auditors and the Internal Auditors of the Company also provide 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 Statutory 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, the Companys CSR liability for Financial Year 2024-25 was Rs. 4,30,01,057. However, in the previous year, the Company had spent an excess amount of Rs. 2,02,39,901. After setting off the said excess expenditure of the previous year, the net amount required to be spent during FY 2024-25 was Rs. 2,27,61,156.

Against this requirement, the Company spent Rs. 2,78,00,000 towards Corporate Social Responsibility (CSR) in FY 2024-25. Consequently, an excess of Rs. 50,38,844 has been carried forward to the next year.

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

Additionally, a meeting of the independent directors of the Company was held on March 12, 2025 without the presence of non-independent directors and members of the Management. During this meeting, the independent directors reviewed the performance of non-independent directors and various Committees of the Board. They also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, while evaluating progress on the recommendations made during the previous year. The independent directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2024-25.

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

During the financial year 2024-2025, 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 Companys 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 AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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. MATERNITY BENEFIT COMPLIANCE:

The Company is committed to ensuring the welfare and rights of its employees in accordance with the applicable laws. The Company has always complied with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017.

The Company ensures that all eligible women employees are provided with the mandated maternity leave, benefits, and facilities as prescribed under the Act. The internal policies have been suitably aligned to support employees through flexible work arrangements, paid leave, and workplace reintegration programs after maternity leave.

However, during the year under review, there is no female employees were employed in the Company.

34. HUMAN RESOURCES:

At the Company, we place paramount importance on our people, recognizing them as our most valuable strategic assets. We are deeply committed to comprehensive talent management, fostering a culture of continuous growth, and implementing effective performance management practices to empower our teams and drive long-term organizational success. Our Company has built a dynamic and responsive organizational framework designed to drive clear and measurable business outcomes. We prioritize consistent communication and ongoing engagement to keep all team members aligned with shared goals. At the heart of our approach is a strong, value-driven culture rooted in trust, accountability, and mutual respect, ensuring every employee understands and embraces the principles that shape our decisions and actions.

The Board affirms that our remuneration practices are fully aligned with the Companys established policy, promoting fairness, ensuring equitable and transparent treatment throughout the organization.

The Company had a total of 9 employees as of March 31, 2025. The gender-wise bifurcation of employees along with their respective percentages is provided in the table below:

Category

Number of Employees Percentage (%)

Male

9 100.00

Total

9 100.00

35. 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 were no instances of one-time settlements with Banks or Financial Institutions. Accordingly, the reasons for any difference between the valuation at the time of such settlement and the valuation done while availing loans from Banks or Financial Institutions are not applicable and, therefore, not reported.

36. 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.

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

Place : Mumbai

Ritesh Zaveri

Hetal Khalpada

Date : 13th August, 2025

Whole Time Director

Director

Registered Office:

DIN:00054741

DIN:00055823

209-210, Arcadia Building, 195,

Nariman Point, Mumbai - 400 021.

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2025, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)

ISO certification icon
We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.