Wisec Global Ltd Directors Report

To,

The Members Wisec Global Limited

Your directors have pleasure in presenting the 33rd Directors Report of your Company together with the Audited Statement of Accounts and the Report of Auditors of your company for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:

a) FINANCIAL RESULTS:

(Amount in Thousands)

Particulars	Current Year	Previous Year
Total Income	-	-
Total Expenses	28591	941
Profit (Loss) before tax	(28591)	(941)
Current Tax	-	-
Earlier years tax	-	-
Deferred Tax	-	-
Profit/(Loss) after Tax	(28591)	(941)
Net Profit Transferred to Reserves	-	-
Earnings per share Basic
Diluted	-	-

b) Highlights of the Companys Performance for the year ended 31st March, 2024 are as under:

During the year under review, the Company has not recorded any revenue and therefore the Company suffered a Total Loss of Rs. 2,85,91,000 as compared to the Total Loss of Rs. 9,41,000 in the Previous Year.

c) Share Capital:

1. Authorized Share Capital:

The Authorized Share Capital as on 31st March, 2024 stood at Rs. 50,00,00,000/- (Rupees Fifty Crore only) divided into 50000000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each. During the year under review there was no change reported in the authorized share capital of the Company.

2. Paid Up Share Capital:

The company is having only 1 (One) class of share i:e, Equity Share and the paid up capital as on 31st March, 2024 stood at Rs. 11,65,01,000/- (Rupees Eleven Crore Sixty Five Lakh One Thousand only) divided into 11650100 (One Crore Sixteen Lakh Fifty Thousand One Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each. During the year under review there was no change reported in the paid-up share capital of the Company.

(d) Transfer to Reserves in Terms of Section 134(3)(J) of The Companies Act, 2013:

The Company is suffering losses hence did not transfer any amount to the General Reserves.

(e) Dividend:

In light of the financial performance of the Company during the Financial Year 2023-24 and the resultant losses, the Board of Directors has decided not to declare any dividend for the year.

(f) Material Changes and Commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

During the year under review, the BSE Limited had imposed the SOP Fine amounting of Rs. 43,54,794/- on the Company. On 9th July, 2024 the Company had filed a waiver application to the Exchange for seeking waiver from the payment of SOP Fine.

Other than those mentioned above, there were no material changes and commitments that have occurred during the end of the financial year of the company to which the financial statements relate and the date of the report.

2. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. Changes in Directors as on the date of this report:

• Mr. Kolluru Venkata Surya Prakash (DIN:01013474) resigned from the post of Independent Director of the Company w.e.f. 4th September, 2023

• On recommendation of Nomination and Remuneration Committee, Mr. Satish Kumar Gola (DIN:00118342) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f 04th September, 2023.

Further, he was regularised as Non-Executive Independent Director of the Company in the Annual General Meeting of the Company held on 30th September, 2023.

However, due to sudden demise of Mr. Satish Kumar Gola, he ceased to be an Independent Director of the Company w.e.f. 13th December, 2023.

• On recommendation of Nomination and Remuneration Committee, Ms. Aliya (DIN:10461493) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f 30th March, 2024.

AFTER CLOSURE OF THE FINANCIAL YEAR, THE FOLLOWING CHANGES HAS BEEN OCCURRED:

• Tenure of Mrs. Bhawna Sharma (DIN: 06902724) has expired on 25th May, 2024, due to which she ceased to be an Independent Director of the Company w.e.f 25th May, 2024.

• On recommendation of Nomination and Remuneration Committee, Mr. Mithlesh Gupta (DIN: 10665124) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f 12th June, 2024.

• On recommendation of Nomination and Remuneration Committee, Ms. Afrin (DIN: 10689215) was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company w.e.f 29th June, 2024.

II. Changes in Key Managerial Personnel as on the date of this report:

• Mr. Devendra Kumar Singh was appointed as Manager of the Company w.e.f 19th June, 2023.

Further, due to other preoccupations, he has resigned from the post of Manager of the Company w.e.f. 29th June, 2024.

(b) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rakesh Rampal (DIN: 01537696), retires by rotation at this 33rd Annual General Meeting ("AGM") of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his reappointment.

(c) Code of conduct of Board of Directors and Senior Management:

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. Further, the Board of Directors and Senior Management

Personnel have fully complied with the provisions of the Code of Conduct of Board of Directors and Senior Management of the Company during the Financial Year ended 31st March, 2024.

(d) Declaration of Independence by the Independent Directors:

A declaration has been received by the Independent Directors of your Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

(e) Key Managerial Personnel of the Company:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this report are Mr. Rakesh Rampal (DIN: 01537696), Whole Time Director and Mr. Anuj Dixit, Chief Financial Officer of the Company.

(f) Attributes, qualifications and appointment of Directors:

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfill the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

(g) Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure-I to this Report.

(h) Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134(3)(p) of the Companies Act, 2013. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In a separate meeting of independent directors, performance of Non-Independent Directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive director and non-executive directors.

4. NUMBER OF BOARD MEETINGS:

Eight (8) Meetings of the Board were held during the financial year 2023-24. Details of the same are available in the Corporate Governance Report section of the Annual Report.

5. BOARD COMMITTEES AND MEETINGS:

Presently, the Company has three Board Committees with the following members:

	Mrs. Bhawna Sharma, Chairperson*
Nomination and Remuneration	Mr. Aliya, Chairperson**
Committee	Mr. Mithlesh Gupta, Member
	Ms. Afrin, Member***
	Mr. Rakesh Rampal, Member****
	Mrs. Bhawna Sharma
Audit Committee	Chairperson*
	Mr. Mithlesh Gupta, Chairperson**
	Mr. Rakesh Rampal, Member
	Mr. Aliya, Member

* Tenure of Mrs. Bhawna Sharma has expired on 25th May, 2024, and subsequently she ceased to be an Independent Director of the Company and Chairperson of the audit committee we.f 25th May, 2024.

** Mr. Mithlesh Gupta has been designated as Chairperson through election process.

* Tenure of Mrs. Bhawna Sharma has expired on 25th May, 2024, and subsequently she ceased to be an Independent Director of the Company and Chairperson of the nomination and remuneration committee we.f 25th May, 2024.

** Ms. Aliya has been designated as Chairperson through election process.

*** Ms. Afrin was designated as member of the committee on 29th June, 2024

**** Mr. Rakesh Rampal ceased to be the member of the committee w.e.f 29th June, 2024.

post re-constitution of NRC Committee.

	Mrs. Bhawna Sharma, Chairperson*
Stakeholders Relationship Committee	Mr. Rakesh Rampal, Member**
	Ms. Afrin, Chairperson***
	Mr. Mithlesh Gupta,
	Member****
	Ms. Aliya, Member

* Tenure of Mrs. Bhawna Sharma has expired on 25th May, 2024, and subsequently she ceased to be an Independent Director of the Company and Chairperson of stakeholders relationship committee we.f 25th May, 2024.

** Mr. Rakesh Rampal ceased to be the member of the committee w.e.f 12th June,

2024, post re-constitution of SRC Committee.

*** Ms. Afrin has been designated as Chairperson through election process.

**** Mr. Mithlesh Gupta was designated as member of the committee w.e.f 12th June, 2024.

Details of the Committee Meetings are available in the Corporate Governance Report section of the Annual Report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge and ability confirm that:-

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudents as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year under review.

However, after closure of the financial year, the Board of Directors at their meeting held on 7th August, 2024 has considered and approved the alteration in the main objects of the company by inserting the following objects after the main objects of the company, subject to the approval of the members in the ensuing Annual General Meeting of the company:

1. To carry on the business of manufacturing, buying, selling, trading or otherwise dealing in textiles, cotton, silk, art silk, rayon, nylon, synthetic fibers, staple fibers, handlooms, polyester, worsted, wool, hemp and other fibre materials, yarn, cloth, linen. rayon and other goods or merchandise whether textile felted, netted or looped and/or ready-made garments, coverings, coated fabrics, textiles, hosiery, upholstery and silk or merchandise of every kind and description and to act as general merchants, agents. stockists, distributors and suppliers of all kinds of goods

2. To provide consultancy in the field of finance, marketing, accounting, engineering, construction, taxation, corporate laws, business process outsourcing, human resource, planning, controlling, e-commerce, bookkeeping, management audit, internal audit and to provide management and advisory services of all kind.

3. To carry on the business as promoters, developers, investors of; or to construct, erect, develop, furnish, improve, modify, alter, maintain, remove, replace any residential flats, dwelling houses, farm houses, commercial buildings/accommodations, PGs, offices, shops, hotels, motels, recreational centers, and for these purposes, to purchase, sell, take on lease, or otherwise acquire and hold any rights or interests therein or connected therewith of any land for any tenure or description wherever situate and/or to acquire, buy, sell, traffic, speculate any land, house, residential flats, farm houses, commercial buildings/accommodations, shops, offices. hotels, motels, recreational centers, or any other immovable properties of any kind, tenure, and any interest therein for investment or resale purposes.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Company.

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company provides a gender friendly workplace and has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an Internal Complaints Committee accordingly. During the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

There are no employees drawing remuneration during the financial year 2023-24. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

The Ratio of the remuneration of each director and key managerial personnel to the median remuneration of the employees of the Company for the financial year 2023-24:

S. No. Name	Designation	Ratio
1 Mr. Rakesh Rampal	Whole Time Director	NA
2 Mrs. Bhawana Sharma*	Independent Director	NA
3 Mr. Kolluru Venkata Surya Prakash **	Independent Director	NA
4 Mr. Satish Kumar Gola***	Indepen dent Director	NA
5 Ms. Aliya****	Independent Director	NA
6 Mr. Devendra Kumar Singh*****	Manager	NA
7 Mr. Anuj Dixit	Chief Fi nancial Officer (CFO)	NA

* After closure of the financial year, Mrs. Bhawna Sharma (DIN: 06902724) ceased to be an Independent Director of the Company w.e.f 25th May, 2024 due to completion of tenure.

** Mr. Kolluru Venkata Surya Prakash (DIN:01013474) resigned from the post of Independent Director of the Company w.e.f. 4th September, 2023.

*** Mr. Satish Kumar Gola (DIN:00118342) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f 4th September, 2023. However, due to sudden demise of Mr. Satish Kumar Gola, he ceased to be an Independent Director of the Company w.e.f. 13th December, 2023.

**** Ms. Aliya (DIN:10461493) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f 30th March, 2024.

***** Mr. Devendra Kumar Singh was appointed as a Manager of the Company w.e.f 19th June, 2023. After closure of the financial year, due to other preoccupations, he has resigned from the post of Manager of the Company w.e.f. 29th June, 2024.

Percentage increase in remuneration of each director, Chief Financial Officer,

Chief Executive Director & Company Secretary or Manager in the financial year

2023-24:

S. No. Name	Designation	% Increase
1 Mr. Rakesh Rampal	Whole Time Director	NIL
2 Mrs. Bhawana Sharma	Independent Director	NIL
3 Mr. Kolluru Venakata Surya Prakash	In dependent Director	NIL
4 Mr. Satish Kumar Gola	In dependent Director	NIL
5 Ms. Aliya	Independent Director	NIL
6 Mr. Devendra Kumar Singh	Manager	NIL
7 Mr. Anuj Dixit	C hief Financial Officer (CFO)	NIL

• Percentage increase in Median remuneration of employees in financial year 2023-24: There was no increase in the remuneration paid/payable to the employees (including Directors) of the company as the company during FY 2023-24 has not provided any remuneration to its employees (including Directors).

• Number of permanent employees on rolls of the Company as on 31st March, 2024: 3 (Three)

• 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: NIL

Average remuneration increase for Non-Managerial Personnel of the Company during the financial year was NIL.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

10. LISTING INFORMATION

The Paid up shares of the Company as on 31st March, 2024 was 11650100 out of which 7600100 Equity Shares of the Company are listed on BSE Limited ("BSE"). The trading into the equity shares of the Company has been suspended due to Penal reasons.

11. DEMATERIALIZATION OF SHARES:

The securities of the Company are admitted with NSDL are 3094471 equity shares, CDSL 1672683 equity shares, Physical 6032946 equity shares and out of which 850000 equity shares are not registered with Depository, the ISIN allotted to the Company is INE638C01015.

12. REPORT ON CORPORATE GOVERNANCE:

The report on corporate governance as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-II to the Boards Report.

The Certificate issued by Ms. Anuradha Malik, Company Secretary in practice as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is enclosed as Annexure-II(d) to the Boards Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial Year 2023-24, the provisions of Section 135(1) of the Companies Act 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

14. RISK MANAGEMENT:

The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/officers responsible for the day- to-day conduct of the affairs of the Company, which lead to identification of areas where risk management processes, need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys risk management systems and policies.

15. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and internal auditors. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of investments under Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements and forms part of the Notes to the

Standalone Financial Statements provided in this Annual Report. Further, the company has not provided any loan or guarantee under the ambit of Section 186 of Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS:

Our Company has not entered into any related party transaction during the financial year under review, Hence AOC-2 is not required to be attached to the Boards Report for the financial year 2023-24.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT / TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Further, the company had applied for waiver of SOP fine imposed on the Company by the BSE Limited.

19. EXTRACT OF ANNUAL RETURN:

Presently, the Company is not having any functional website, however the company is in process for maintain the functional website.

20. STATUTORY AUDITORS AND AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013, read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s MKRJ & Co., Chartered Accountants (FRN-030311N), Chartered Accountants were appointed as Statutory Auditor of the Company for a period of 5 year in accordance with Section 139 of Companies Act, 2013 from the conclusion of 32nd Annual General Meeting to hold the office till the conclusion of the 37th Annual General Meeting of the Company to be held in year 2028 at such remuneration plus applicable taxes, as may be mutually agreed between the said Auditors and Board of Directors of the Company.

21. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK:

The Audit Report issued by M/s MKRJ & Co., Statutory Auditors of the Company is self-explanatory and do not call for any further clarification or comment by the Board.

22. COST RECORDS:

The Company is not required to maintain cost records in terms of Section 148 of the Companies Act 2013, read with the Companies (Cost and Audit) Rules, 2014.

23. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Anuradha Malik (M.NO: A60626; CoP: 27205), Practicing Company Secretary, to undertake the Secretarial Audit of the Company, for the Financial Year 2023-24. The Secretarial Audit Report issued by Ms. Anuradha Malik, Practicing Company Secretary, in MR-3 is provided under Annexure-III to this Report.

The Report issued by Ms. Anuradha Malik is self-explanatory and do not call for any further clarification.

For rest of the qualifications the Board had Commented that since the Company had no Company Secretary during the Financial Year 2023-24, certain compliances during the year had been missed out / filed belatedly.

24. FRAUD REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

The Statutory Auditor of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), is presented in a separate section forming a part of the Annual Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: The company is implementing its internal policy for conservation of energy.

Steps taken by the Company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL

(II) No technology was/is imported during the last 3 years reckoned from the beginning of the Financial Year,

(III) Expenditure incurred on research and development - NIL

27. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outflow during the Financial Year 202324.

28 ESTABLISHMENT OF VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders. The helpline will serve as an avenue for the Reporters to blow the whistle in case they come across any unethical or fraudulent activity happening in the organization.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities. The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

30. FINANCIAL YEAR:

The Company follows the financial year commence from 1st April and ends on 31st March of subsequent year.

31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from 1st April, 2023 to 31st March, 2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

32. AN EXPLANATION FOR THE VARIATION

(a) in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable; NOT APPLICABLE

(b) indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds. NOT APPLICABLE

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

34. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and shareholders during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

NOMINATION AND REMUNERATION POLICY

In pursuance of the Companys philosophy to consider its employees as its invaluable assets, to pay equitable remuneration to all the Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and, in terms of the provisions of the Companies Act, 2013, this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination & Remuneration Committee and approved by the Board of Directors. The Board of Directors of Wisec Global Limited ("the Company") constituted the "Nomination and Remuneration Committee", consisting of Three (3) Non-Executive Directors of which Two (2) are Independent Directors.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Key Objectives of the Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

1.2. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

1.3. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

1.4. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

1.5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

1.6. To devise a policy on Board diversity

1.7. To develop a succession plan for the Board and to regularly review the plan

2. DEFINITIONS

2.1. Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

2.2. Board means Board of Directors of the Company.

2.3. Directors mean Directors of the Company.

2.4. Key Managerial Personnel means 1. Chief Executive Officer or the Managing Director or the Manager; 2. Whole-time director; 3. Chief Financial Officer; 4. Company Secretary; and 5. such other officer as may be prescribed.

2.5. The expression senior management" shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise of all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee. The Committee shall:

3.1.1. Formulate the criteria for determining qualifications, positive attributes and independence of a director.

3.1.2. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3.1.3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

3.2. Policy for appointment and removal of Director, KMP and Senior

Management

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

3.2.2. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.

b) Independent Director: -

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

- No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Wholetime Director of a listed company or such other number as may be prescribed under the Act.

3.2.3. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

3.2.4. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3.2.5. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

3.3. Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel

3.3.1. General:

a) The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company, wherever required.

b) The remuneration and commission to be paid to the Wholetime Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act.

c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

3.3.2. Remuneration to Whole-time / Executive / Managing Director,

KMP and Senior Management Personnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employers contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders, wherever required. Apart from monthly remuneration Whole-time Director may also be eligible for commission as may be approved by Board on recommendation of the Committee. The fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if-

(i) the annual remuneration payable to such executive director exceeds rupees 5 crore or 2.5 per cent of the net profits of the listed entity, whichever is higher; or

(ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity:

Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director.

b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the shareholders of the Company.

c) Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the approval of the shareholder, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it.

3.3.3. Remuneration to Non- Executive / Independent Director:

a) Remuneration / Commission:

(a) The board of directors shall recommend all fees or compensation, if any, paid to non-executive directors, including independent directors and shall require approval of shareholders in general meeting.

(b) The requirement of obtaining approval of shareholders in general meeting shall not apply to payment of sitting fees to non-executive directors, if made within the limits prescribed under the Companies Act, 2013 for payment of sitting fees without approval of the Central Government.

(c) The approval of shareholders mentioned in clause (a), shall specify the limits for the maximum number of stock options that may be granted to nonexecutive directors, in any financial year and in aggregate.

(d) The approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof. b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One Lac per meeting of the Board or Committee.

c) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum 3 non-executive directors, two- third (2/3rd) of them being independent.

4.2 Minimum Two (2) members shall constitute a quorum for the Committee meeting including atleast 1 (One) Independent Director

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

5.4 Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be

required.

7. COMMITTEE MEMBERS INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

9.1 Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

9.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.

10. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

10.1 Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

10.2 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

10.3 Identifying and recommending Directors who are to be put forward for retirement by rotation.

10.4 Determining the appropriate size, diversity and composition of the Board;

10.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

10.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

10.7 Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective;

10.8 Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

10.9 Delegating any of its powers to one or more of its members or the Secretary of the Committee;

10.10 Recommend any necessary changes to the Board; and

10.11 Considering any other matters, as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

11.1 to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

11.2 to approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

11.3 to delegate any of its powers to one or more of its members or the Secretary of the Committee.

11.4 to consider any other matters as may be requested by the Board.

11.5 Professional indemnity and liability insurance for Directors and senior management.

12. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.