Winro Commercial India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 43 rd 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 31 st March, 2026. 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 performance for the year under review along with previous year figures are given hereunder:

(Rs. in Lakhs except EPS )

PARTICULARS	STANDALONE		CONSOLIDATED ( CONSOLIDATION WITH ASSOCIATES }
	Year ended 31.03.2026	Year ended 31.03.2025	Year ended 31.03.2026	Year ended 31.03.2025
Total Income(I)	13,955.59	44,849.89	13,955.59	44,849.89
Total Expenses (II)	1,410.86	2,244.54	1,410.86	2,244.54
Profit before tax (I-II= III)	12,544.73	42,605.35	12,544.73	42,605.35
Less: Tax expenses (IV)	2,463.57	8,589.19	2,463.57	8,589.19
Net Profit after Tax (MMV= V)	10,081.16	34,016.16	10,081.16	34,016.16
Share in profit/(loss) of associates (VI)	-	-	9,285.79	6,180.11
Profit after Tax & share in profit/(loss) of associates(V+VI=VII)	10,081.16	34,016.16	19,366.95	40,196.27
Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII)	3,536.64	36,891.80	1,500.41	24,923.52
Less: Tax expenses on other Comprehensive Income (IX)	531.83	8,155.14	240.65	4,236.10
Share in other comprehensive income of associates (X)	-	-	1,631.72	8,175.43
Other Comprehensive Income for the year (VIII-IX+X=XI)	3,004.81	28,736.66	2,891.49	28,862.85
Total Comprehensive Income (VII+XI= XII)	13,085.97	62,752.82	22,258.43	69,059.12
Earnings per share (EPS)
Basic	804.86	2,715.77	1,546.21	3,209.18
Diluted	804.86	2,715.77	1,546.21	3,209.18

Note: figures are represented in Ind-AS.

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

The Company is a NBFC registered with the Reserve Bank of India under the category of Investment and Credit Company (NBFC-ICC). The Company is engaged in the business of investment and trading in shares and securities and lending activities.

The Company continued to carry on its business activities during the financial year ended 31st March, 2026, in accordance with its objects and applicable regulatory framework. During the year under review, the Company remained focused on strengthening its core business operations, maintaining prudent financial and operational practices and ensuring compliance with the applicable statutory and regulatory requirements.

The management continued to monitor the prevailing business and economic environment and took appropriate measures to support sustainable growth and operational efficiency. The Company remains committed to maintaining sound corporate governance practices, prudent risk management and responsible business conduct while pursuing its business objectives.

The Audited Financial Statements of your Company as on 31 st March, 2026, 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. 13,955.59 Lakhs for the financial year ended 31st March, 2026 as against Rs. 44,849.89 Lakhs in the previous financial year, this includes a realised gain on financial instruments of Rs. 4,973.91 Lakhs and an unrealised gain of Rs. 5,709.01 Lakhs. After providing for Depreciation the Company has earned a profit before tax of Rs. 12,544.73 Lakhs as against Rs. 42,605.35 Lakhs. After making provision for tax for the year, the profit for the year amounted to Rs. 10,081.16 Lakhs as against Rs. 34,016.16 Lakhs.

The Companys other comprehensive income (net of tax) for the financial year ended 31st March, 2026 was Rs. 3,004.81 Lakhs compared to Rs. 28,736.66 Lakhs in previous year, this includes a realised gain on financial instruments of Rs. 3,669.42 Lakhs and an unrealised loss of Rs. 144.91 Lakhs. The Companys total comprehensive income for the financial year ended 31st March, 2026 was Rs. 13,085.97 Lakhs as against Rs. 62,752.82 Lakhs in the previous financial year.

Revenues - Consolidated:

The Company has consolidated the financial statement of its associate Companies in accordance with Ind AS 28 Accounting for - Investments in Associates and Joint Ventures by using Equity Method of consolidation.

The share in profit/(loss) of associates for the financial year ended 31st March, 2026 was Rs. 9,285.79 Lakhs compared to profit of Rs. 6,180.11 Lakhs in the previous financial year. The share in other comprehensive income of associates for the financial year 2025-2026 was Rs. 1,631.72 Lakhs compared to Rs. 8,175.43 Lakhs in the previous financial year.

After considering Companys share of comprehensive income, Companys Other Comprehensive Income for the financial year ended 31st March, 2026 was profit of Rs. 2,891.49 Lakhs (This includes a realised gain on financial instruments of Rs. 3,669.42 Lakhs and an unrealised loss of Rs. 2,181.13 Lakhs) as against Companys other comprehensive income for the financial year ended 31st March, 2025 was profit of Rs. 28,862.85 Lakhs. Companys Total Comprehensive Income for the financial year ended 31st March, 2026 was profit of Rs. 22,258.43 as against Companys total comprehensive income for the financial year ended 31st March, 2025 was profit of Rs. 69,059.12 Lakhs.

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, 2026 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 Act 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. 2,016.23 Lakhs to Reserves u/s. 45-IC(1) of the Reserve Bank of India Act.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in nature of the business of the Company during the financial year under review.

6A. NOTE ON DISCONTINUANCE OF WINDMILL POWER GENERATION ACTIVITY:

The Company had, in addition to its core business of investment and trading in shares and securities and lending activities, been engaged in the generation of electricity through a windmill as a renewable energy. During the year under review, the Company discontinued this windmill-based power generation activity, and the Board approved the disposal of the windmill. Accordingly, the windmill and the underlying land have been reclassified from Property, Plant and Equipment to Assets Held for Sale, in accordance with Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations This reclassification has been given effect to in the Standalone and Consolidated Financial Statements for the financial year ended 31 st March, 2026.

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 31.03.2026 { Standalone figures }
Total Income (I)	-	0.60	14,383.46	9,711.31	12,094.60	(126.29)
Total Expenses (II)	3.98	0.47	3,468.91	3,340.23	861.92	910.95
Profit before share in profit/ (loss) before tax (I-II= III)	(3.98)	0.13	10,914.55	6,371.08	11,232.68	(1,037.24)
Less: Tax expenses (IV)	-	(0.10)	1935.95	1,149.73	2,001.62	(65.82)
Profit/ (loss) for the year (III-IV= V)	(3.98)	0.23	8,978.60	5,221.34	9,231.06	(971.42)
Other Comprehensive Income before tax (VI)	-	71.48	1,401.16	(2,947.33)	4,738.91	-
Less: Tax expenses on other Comprehensive Income (VII)	-	10.22	198.31	(267.98)	688.18	-
Other Comprehensive Income (VI-VII= VIII) (Net of Tax)	-	61.26	1,202.85	(2,679.35)	4,050.74	-
Total Comprehensive Income (V+VIII= IX)	(3.98)	61.49	10,181.45	2,541.99	13,281.80	(971.42)
Earnings per Share (EPS)
Basic	(1.66)	0.79	105.71	44.21	842.31	(1.23)
Diluted	(1.66)	0.79	89.17	44.21	842.31	(1.23)

Salient Features of Subsidiaries and Associates:

Pursuant to Section 129 (3) of the Act 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 Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

As on 31 st March, 2026, the Board of Directors of the Company comprised of following 6 (Six) 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	-	Chairperson & Non-Executive Independent Director
Mr. Rohit Kothari	30.05.2025	-	Non-Executive (Promoter) Director
Mr. Ritesh Zaveri	09.10.2024	-	Whole Time Director
Mr. Sandeep Kumar Kejariwal	01.10.2020	-	Non-Executive 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 M/s. Avani Gandhi & Associates, Practicing 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, 2026. 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 Act 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 Women Director on the Board.

Sr. No. Name of the Director	Date of Appointment
1. Mrs. Rupal Vora	Mrs. Rupal Vora was appointed as a Non-Executive Independent Director w.e.f. 14th February, 2022.

Retirement by rotation:

In accordance with the provisions of the Act, Mr. Sandeep Kumar Kejariwal, Director (holding DIN: 00053755), 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 of Directors during the year and till the date of this report:

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 13t h 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.

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 13th August, 2026, has approved the re-appointment of Mrs. Rupal Vora (DIN: 07096253) as a Non-Executive Independent Director for a second term of five consecutive years, commencing from 14th February, 2027 to 13th February, 2032. The said appointment shall be subject to approval of the Members of the Company at the ensuing Annual General Meeting and accordingly forms part of the Notice of the ensuing Annual General Meeting.

The Company has devised a policy on directors appointment and remuneration including criteria for deeming qualifications, independence of director and other matter provided under sub-section (3) of Section 178 of the Act. Such Nomination & Remuneration policy devised by the company can be accessed on the website of the company- .

Cessation:

Mr. Jitendra Parihar, Company Secretary and Compliance Officer of the Company has resigned from the services of the Company w.e.f. 24 th July, 2026. The Board places on record its sincere appreciation for his hard work during his stint in the Company.

Key Managerial Personnel & Senior Management Personnel:

Pursuant to the provisions of Section 203 of the Act, 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

There has been no change in the Key Managerial Personnel during the year under review.

* Mr. Mithun Soni had tendered his resignation from the post of Chief Executive Officer of the Company w.e.f. 31 s t May, 2026. Consequently, on the recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on 27th May, 2026, appointed Mr. Sanket Baheti as a Chief Executive Officer w.e.f. 01 s t June, 2026.

** Mr. Jitendra Parihar had tendered his resignation from the post of Company Secretary & Compliance Officer of the Company w.e.f. 24th July, 2026.

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

There has been no change in the Senior Managerial Personnel during the year under review.

* On basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 27th May, 2026, re-appointed Mr. Tushar Desai as Chief Compliance Officer of the Company with effect from 20th July, 2026, for a period of three (3) years.

9. RBI GUIDELINES:

The Company is registered as a non-deposit taking NBFC 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.

As at the balance sheet date, the Companys asset size exceeded Rs. 1,000 crore. Accordingly, pursuant to the Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, the Company is classified as a Middle Layer Non-Banking Financial Company (NBFC-ML) on a standalone basis.

The Company has adopted a Fair Practices Code (FPC) in accordance with the applicable guidelines and directions issued by the RBI from time to time. The FPC sets out the principles and practices to be followed by the Company in its dealings with borrowers and customers, with a view to ensuring fairness, transparency and responsible business conduct. The FPC is reviewed periodically and updated, wherever necessary, to ensure continued compliance with the applicable RBI regulatory framework. The FPC is available on the Companys website at

The Company continues to comply with the RBI Directions and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. The Board periodically reviews the policies and approves amendments in line with RBI guidelines as and when necessary.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm the following that:

a) in the preparation of the annual accounts for the year ended on 31 st March, 2026, the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2026 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, 2026 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:

Since its inception, the Company has upheld the highest standards of corporate governance set out by the SEBI. We demonstrate an unwavering commitment to transparency, integrity, and ethical conduct in all our business transactions. The Company is committed to transparency in all its transactions and places high emphasis on the business ethics.

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, Practicing 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:

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 POLICIES:

a) Nomination and Remuneration Policy:

Pursuant to Section 178(3) of the Act and Regulation 19(4) read with Part D of schedule II of the 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 -

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 director, 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, KMPs and SMPs of the quality required to efficiently run the company successfully.

The policy is displayed on the website of the Company at -

14. AUDITORS AND AUDIT REPORT:

STATUTORY AUDIT:

As recommended by the Audit Committee and the Board of Directors of the Company and in accordance with Section 139 of the Act and the Rules made thereunder, M/s. N.S. Gokhale & Co., Chartered Accountants (FRN: 103270W), were appointed as the Statutory Auditor of the Company by the Members of the Company at the Annual General Meeting held on 25 th September, 2025, to hold office for a period of three (3) years from the conclusion of the 42 nd Annual General Meeting until the conclusion of 45th Annual General Meeting. M/s. N.S. Gokhale & Co. have confirmed their independence and eligibility under applicable provisions of the Act.

The said appointment is in compliance with the RBI Guidelines for Appointment of Statutory Auditors and intimation has been made to the RBI within the prescribed timeline.

There are no qualifications, reservations or adverse remarks made by M/s. N.S. Gokhale & Co., Statutory Auditors in their report for the financial year ended 31 s t March, 2026.

Further, in accordance with the NFRA Circular dated 7th January, 2026, regarding Effective Communication between Statutory Auditors and Those Charged with Governance, the Company has established a framework for structured, two-way communication between the Auditors and the Audit Committee/Board/Those Charged With Governance.

Explanation to Auditors Remarks:

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31 s t March, 2026. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT:

In accordance with Section 204 of the Act, M/s. Avani Gandhi & Associates, Practicing Company Secretaries (Certificate of Practice No. 16143, Peer Review Certificate No. 7677/2026), were appointed as Secretarial Auditor of the Company to hold office for a period five (5) consecutive years i.e. from financial year 2025-2026 till financial year 2029-2030 at the 42 nd Annual General Meeting held on 25 th September, 2025.

The Secretarial Audit Report issued by M/s. Avani Gandhi & Associates, Practicing Company Secretaries, for the financial year 2025-2026 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.

The Secretarial Audit Report for the financial year ended 31 s t March, 2026 is appended to this Report in Form MR-3 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 31 s t March, 2026 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 material subsidiaries, 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 MAINTENANCE OF COST RECORDS:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Act, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

15. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and as notified by the MCA.

16. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office. 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 (POSH Act, 2013) and the rules framed thereunder. The policy is displayed on the website of the company at -

As the Company has fewer than 10 employees, constitution of an Internal Complaints Committee is not mandatorily applicable under the POSH Act, 2013; however, the Company continues to be governed by its policy on prevention of sexual harassment.

During the financial year 2025-2026, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31 s t March, 2026.

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

17. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public under Chapter V of the Act 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.

18. 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	2025-2026	2024-2025
Foreign Exchange Earning	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

C] Technology Absorption:

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.

The benefits derived like product improvement, cost reduction, product development: Not Applicable

The Expenditure incurred in Research & Development: Nil

19. 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 2025-2026:

Name of the Directors, KMP & their Designation	Remuneration for the FY 2025-2026 (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	13.63	1.01	9.39
Mr. Mithun Soni - Chief Executive Officer	118.26	NA	(27.11)
Mr. Jitendra Parihar - Company Secretary & Compliance Officer	15.00	NA	18.80

- 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 2025-26 : 18.60%

c) The number of permanent employees on the rolls of Company as on 31 st March, 2026 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 2025-2026 was 15.79%. Percentage increase in the managerial remuneration for the year was 0.36%.

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 2025-2026, Mr. Ritesh Zaveri, Whole Time Director of the Company, was paid a bonus of Rs. 1.25 lakhs as the variable component of his 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 Act 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, 2026:

- In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member desirous of obtaining such information may write to the Company at winro.investor@gcvl.in and the same will be furnished on such request.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2026 in Form No. MGT-7, is available on the Companys website and can be accessed at-

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempted from the applicability of the provisions of Section 186 of the Act and complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made, guarantee given, or security provided.

22. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by Rotation. In accordance with Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, Mrs. Rupal Vora and Mr. Vallabh Prasad Biyani have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with Regulation 16 of the Listing Regulations, as amended. The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the Listing Regulations.

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 Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have also confirmed compliance relating to inclusion of their name in the databank of independent directors. 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.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act read with rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has familiarised its independent Directors to provide insights into the Company and to enable them to understand the Companys business in depth, to familiarise 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 familiarisation of Independent directors. The details of the same can found on the website of the Company -

24. 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 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 Act and the Listing Regulations and the same is displayed on the Companys website at -

Further, the details of the transactions with related parties are provided in the accompanying financial statements.

CEO AND CFO CERTIFICATION:

The certificate received from Chief Executive Officer and Chief Financial Officer of the Company with respect to the financial statements and other matters as required under Part B of Schedule II to the Listing Regulations is disclosed in Report on Corporate Governance, forming 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 - . 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 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.

25. 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 ( ). 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/uploads/investor-relations/
	document-retention-and-archival-policy-9D8E63DD-D23F-4BF5- B2B8-33DA454ADDC3.pdf
2. Policy for determination of Materiality	https://www.winrocommercial.com/uploads/investor-relations/ policy-for-determination-of-materiality-05A16BED-FA24-4F10-
	BC6F-D9BEC1DDCF4D.pdf
3. CSR policy	https://www.winrocommercial.com/uploads/investor-relations/
	corporate-social-responsibility-policy-904AB6BB-DF45-4335- AB3B-297C5E848B67.pdf
4. Policy on prevention of sexual harassment	https://www.winrocommercial.com/uploads/investor-relations/ policy-on-prevention-of-sexual-harassment-CBEC53DC-D430- 43E7-8DE7-90B602EC2AB3.pdf
5. Whistle Blower/ Vigil Mechanism Policy	https://www.winrocommercial.com/uploads/investor-
	relations/whistle-blower-policy-D19670C5-AFCE-4F11-8026- 4F235DF2195D.pdf
6. Policy on Related Party Transactions	https://www.winrocommercial.com/uploads/investor-relations/ related-party-transactions-policy-B4BEEF25-0A2F-4377-B08D- 570F1C3C3D70.pdf
7. Nomination & Remuneration Policy	https://www.winrocommercial.com/uploads/investor-relations/ nomination-remuneration-policy-712E1401-5D65-473A-91EF- B8261A6E120D.pdf
8. Board Evaluation Policy	https://www.winrocommercial.com/uploads/investor- relations/board-evaluation-policy-B31836C2-502A-4526-A077- 4B788AE67687.pdf
9. Board Diversity	https://www.winrocommercial.com/uploads/investor-relations/ policy-on-board-diversity-9AD3079F-5108-45CF-A218- BB83E55CAE14.pdf
10. Succession Policy	https://www.winrocommercial.com/uploads/investor-relations/
	succession-policy-315956D2-148C-4FC3-B8E1-000FAD5053E4. pdf
11. Familiarisation of Independent Directors	https://www.winrocommercial.com/investors/familiarisation- programme-of-independent-director
12. Code of Conduct for Prevention of Insider Trading	https://www.winrocommercial.com/uploads/investor-relations/ code-of-conduct-for-prevention-of-insider-trading-and-fair- disclosure-of-upsi-11BB28FC-0E80-441F-B0FE-D10F97D4A73B. pdf
Sr. No. Name of the policy	Web link
13. Policy for Determining Material Subsidiaries	https://www.winrocommercial.com/uploads/investor-relations/ policy-on-material-subsidiary-1AB738FC-8D93-4578-8F00- 017862F583E9.pdf

26. NUMBER OF MEETINGS OF THE BOARD, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETINGS:

During the year, Four (4) 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 42 nd Annual General Meeting of the Company was held on 25 th September, 2025. However, During the year under review, no Extraordinary General Meeting was held.

Detailed information on the Meetings of the Board, its Committees, the Annual General Meeting/ Extra Ordinary General Meeting & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.

27. RISK MANAGEMENT FRAMEWORK:

Risk Management is an integral part to the Companys strategy for achieving the long-term goals. The risk is managed through risk management framework approved by the Board of Directors, encompassing independent identification, measurement and management of risk across associated with the primary business of the Company. The Company is exposed to a variety of risks including strategic risk, reputational risk, credit risk, market risk, liquidity risk, operational risk, regulatory & compliance risk, financial risk, competition risk, IT related risk, business continuity risk and cyber risks.

To effectively address these challenges, the Company has established a comprehensive risk management policy to identify, evaluate, mitigate and manage the risks that are encountered during the conduct of business activities, which may pose significant loss or threat to the Company.

The Risk Management Committee of the Board is entrusted with the responsibility of overseeing the risk management process in the Company. In addition to reviewing cyber security functions and assessing various risks, the Committee ensures that identified risks are aligned with the organizations strategy and that the appropriate mitigation strategies are in place. The Audit Committee provides an additional oversight in the area of financial risks and internal controls.

28. INTERNAL FINANCIAL CONTROL SYSTEM & ITS ADEQUACY:

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 Act forms part of this Annual Report as Annexure-A to the Statutory Auditors Report.

29. INFORMATION TECHNOLOGY GOVERNANCE & CYBER SECURITY:

The Company recognizes the importance of robust Information Technology (IT) governance and cyber security in ensuring the confidentiality, integrity, availability and resilience of its information systems and digital operations. The Company has established appropriate IT governance frameworks, policies, processes and controls aligned with applicable regulatory requirements and industry practices.

The Company continues to strengthen its IT infrastructure and information security framework to address evolving technology and cyber security risks. Appropriate controls are implemented for access management, data protection, network security, system monitoring, vulnerability management, incident response, backup and recovery, and business continuity.

The Company maintains mechanisms for timely identification, reporting, escalation and management of information security incidents. Business continuity and disaster recovery arrangements are periodically reviewed and tested to support the resilience and continuity of critical operations.

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the financial year under review, no such incidence was reported.

30. INSURANCE:

The Company has adequately insured all its assets and properties.

31. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee is established by the Board in accordance with Section 135 of the Act.

As per the provisions of Section 135 of the Act, the Companys CSR liability for Financial Year 2025-2026 was Rs. 5,54,40,189/-. However, in the previous year, the Company had spent an excess amount of Rs. 50,38,844/-. After setting off the said excess expenditure of the previous year, the net amount required to be spent during financial year 2025-2026 was Rs. 5,04,01,345/-.

Against this requirement, the Company spent Rs. 5,04,10,000/- towards CSR in financial year 2025-2026. Consequently, an excess of Rs. 8,655/- 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 CSR Policy outlines the activities that can be undertaken or supported by the Company within the applicable provisions of the Act, ensuring the alignment with sustainable development goals and principles. Apart from the composition requirements of the CSR Committee, the CSR Policy, inter alia, sets forth key parameters, including:

1. Criteria for project and area selection;

2. Funding & Allocation;

3. Execution and implementation modalities;

4. Monitoring mechanisms for CSR initiatives;

5. Formulation of an annual action plan.

The Company has in place CSR Policy which is displayed on the website of the Company at ( ).

The Chief Financial Officer has certified that the funds disbursed on the basis of the annual action plan for the financial year 2025-2026 have been utilised for the purpose and in the manner as approved by the Board.

32. BOARD EVALUATION & MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board carried out the annual 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 evaluation process focused on various aspects of the Board and Committees functioning including their composition, experience, competencies, performance of specific duties, obligations, monitoring of corporate governance practices, participation in the long-term strategic planning, attendance and contribution of individual directors and exercise of independent judgement, including but not limited to, active participation at the Board and Committee meetings.

The independent directors of the Company met separately at their meeting held on 20 th March, 2026, without the attendance of non-independent directors and members of the management and reviewed the performance of non-independent directors, chairman and various committees of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, 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 2025-2026. Based on the evaluation report, the Board at their meeting held on 13th August, 2026, determined that the appointment of all independent directors may continue.

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

During the financial year 2025-2026, 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.

34. 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 Act 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 the Act and Regulation 22 of the Listing Regulations. The Vigil Mechanism/Whistle Blower policy has been displayed on the website of the Company -

35. 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.

36. MATERNITY BENEFIT COMPLIANCE:

During the year under review, the Company is in compliance with applicable provisions of the Maternity Benefits Act, 1961/ the Code on Social Security, 2020 and no matters relating to non-compliance were reported during the year.

37. HUMAN RESOURCES & GENDER-WISE BIFURCATION OF EMPLOYEES:

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 31 st March, 2026. 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

38. IMPLEMENTATION OF THE NEW LABOUR CODES:

During the year under review, the Government of India implemented the four Labour Codes with effect from November 21, 2025, consolidating and rationalising various existing labour laws relating to wages, social security, industrial relations and occupational safety, health and working conditions. The Company evaluated the applicability and potential implications of the Labour Codes on its operations, employment practices and employee-related matters. Based on such assessment, necessary actions, wherever applicable, were initiated to align the Companys policies and practices with the applicable regulatory requirements. Appropriate financial provisions, wherever required, have been recognised in the financial statements in accordance with the applicable requirements arising from the implementation of the Labour Codes. The Company continues to monitor the developments and remains committed to ensuring compliance with the applicable provisions, rules and guidelines as and when notified by the relevant authorities.

39. 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.

40. 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 : 13 th August, 2026	Whole Time Director	Director
Registered Office:	DIN:00054741	DIN:00055823
209-210, Arcadia Building, 2 nd Floor, 195 Nariman Point, Mumbai - 400 021