We Win Ltd

To,

The Members,

We Win Limited

Your Directors have pleasure in presenting their 17^th Annual Report together with the Audited Financial Statement of your Company for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

2. OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the financial year under review, total Standalone Income (including other income) of the Company was Rs. 6579.46/- lakhs as against Rs. 4910.47/- lakhs in the previous year. The Company has earned Profit after tax of Rs. 246.83/- lakhs as compared to Rs. 240.40/- lakhs earned in the previous year.

Your Directors are continuously looking for avenues for future growth of the Company.

3. DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended 31^st March, 2024.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013:

For the financial year ended 31^st March, 2024, the Company has not proposed to carry any amount toany Reserve.

5. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD'S REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.

6. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year.

7. CHANGE IN THE REGISTERED ADDRESS OF THE COMPANY:

The Registered Address of the company has been changed within local limits of the same city to Plot No. C-6, IT Park, Badwai, Bhopal (MP)- 462038 w.e.f 15^th November 2023.

8. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF

SECTION 92 HAS BEEN PLACED: www.wewinlimited.com

9. MEETINGS OF THE BOARD OF DIRECTORS:

Following Meetings of the Board of Directors were held during the Financial Year 2023-24:

10. DETAILS OF SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES:

As on 31^st March, 2024, the Company has only one Associate Company:

Further complete details of aforesaid Associate Company are attached in Form AOC - 1 (ANNEXURE- I).

Further no Company has become or ceased to be Subsidiaries, Joint Ventures or Associate Company, during the financial year under review.

11. PERFORMANCE OF SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES:

Surevin Weartech Private Limited (Associate Company): During the financial year under review, the Associate Company (Surevin Weartech Private Limited) has incurred a Loss after Tax of Rs. (6.91)/- lakhs.

12. DIRECTORS:

(A) Changes in Directors and Key Managerial Personnel:

During the financial year under review, following changes have occurred in the Constitution/ Composition of the Board of Directors and Key Managerial Personnel:

? Mr. Rajiv Singh (DIN: 02245630), resigned as Non- Executive Director of the company due to personal reasons w.e.f 23^rd May 2023.

? Mr. Arnav Gupta (DIN: 09040096), was appointed as Additional Director (Non- Executive & NonIndependent) of the company w.e.f 01^st June 2023.

? Change in the category of Mr. Abhishek Gupta (DIN: 01260263) due to resignation from the post of Managing Director in order to continue as Executive Director with the position as Chairman of the company in the Board Meeting held on 27^th June 2023 and Shareholders approval was taken at 16^th AGM held on 22^nd September 2023.

? Change in the category of Mrs. Sonika Gupta (DIN: 01527904) due to resignation from the post of Chairman in order to continue as Executive Director with the position as Vice- Chairman of the company in the Board Meeting held on 27^th June 2023 and Shareholders approval was taken at 16^th AGM held on 22^nd September 2023.

? Mr. Adarsh Kumar (07071473), was appointed as Managing Director (Additional Director) of the company for a tenure of 5 (five) years w.e.f 27^th June 2023.

? Mr. Tarun Katyan (DIN: 10051938) was regularized as Non-Executive Independent Director of the company for a term upto 5 consecutive years from the date commencing from 29^th March 2023.

? Mr. Arnav Gupta (DIN: 09040096) was regularized as Non-Executive & Non- Independent Director of the company w.e.f 01^st June 2023.

? Mr. Adarsh Kumar (DIN: 07071473) was regularized as Managing Director & CEO of the company for a tenure of 5 (Five) years w.e.f 27^th June 2023.

? Mrs. Sonika Gupta (DIN: 01527904) and Mr. Arnav Gupta (DIN: 09040096), Directors of the Company, who retire by rotation at the forthcoming 17^th Annual General Meeting and being eligible offer herself/himself for re- appointment.

(B) Declaration by Independent Directors:

Company has following four Independent Directors:

All the above named Independent Directors have submitted to the company, declarations to the effect that they meet the criteria of Independence as specified/provided in Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate meeting of Independent Directors of the Company was conducted on 12^th February, 2024 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

(C) Re-appointment of Independent Directors: Not Applicable

(D) Opinion of the Board with regard to integrity, expertise and experience of the Independent Director appointed during the year:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and operations or any other discipline related to the Company's business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31^st March, 2024.

(E) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 & Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has evaluated the performance of every Director, Independent Directors, Board and its Committees and Chairperson based on the criteria laid down by the Nomination and Remuneration Committee. Rating sheets were circulated to the directors for the purpose of evaluation. A summary of performance evaluation of the Board, its Committees and individual directors was prepared on the basis of rating sheets received from the individual directors and the same was placed before the Board.

(F) Programme for familiarization of Directors:

The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company.

13. AUDITORS:

(A) Statutory Auditors:

In terms of the provisions of Section 139 of the Companies Act, 2013, members of the Company in the 14^th Annual General Meeting (AGM) held on 30^th September, 2021 has appointed M/s Sethia Manoj & Co., Chartered Accountants (FRN: 021080C), as the Statutory Auditors of the Company for a period of five years i.e. up to the conclusion of the 19^th AGM of the Company. The Company has already received the written consent and certificate pursuant to Section 139 of the Companies Act 2013 from M/s Sethia Manoj & Co., Chartered Accountants (FRN: 021080C) confirming their consent and eligibility under Section 139 and 141 of the Companies Act, 2013.

There are no qualifications or adverse remarks in the Auditors Report which required any clarification/explanation. The notes on financial statements are self-explanatory and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31^st March, 2024 is annexed herewith for your kind perusal and information.

(B) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s S. Anjum & Associates, Company Secretary in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2023-24 in the prescribed Form MR-3 is annexed to this Report (ANNEXURE- II).

Pursuant to the provisions of Section 204(3) and 134(3) of the Companies Act, 2013, the Board of Directors of the Company provide following clarification with regard to the qualifications/ observations made/raised by the Secretarial Auditor in Secretarial Audit Report:

Company is in compliance with all the provisions of various acts applicable to the Company. However due to some unavoidable technical reasons/ practical difficulty, the Company has missed some point, of which the company taken note of and will ensure compliance in the future.

(C) Cost Auditors: Not Applicable

14. LOANS, GUARANTEES AND INVESTMENTS:

The details of the investments made by the Company are given in the financial statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188(1):

All transactions entered with Related Parties for the year under review were entered on arm's length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made there under were not attracted. The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Board's Report as (ANNEXURE- III).

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm's length.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance of provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company has reconstituted Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee consists of the following Directors:

Corporate Social Responsibility Policy was approved/ adopted by the Board of Directors after taking into account the recommendations made by the Corporate Social Responsibility Committee and said policy is placed on the website of the Company and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed alongwith Annual Report on Corporate Social Responsibility.

During the financial year under review (i.e. 2023-24), the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company and hence the company need not adopt any Corporate Social Responsibility.

Corporate Social Responsibility Policy of the company is enclosed to this Report. (ANNEXURE- IV)

17. CONSERVATION OF ENERGY:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant i nformation about:

(i) The steps taken or impact on conservation of energy: Nil

(ii) the steps taken by the company for utilizing alternate sources of energy: Nil

(iii) the capital investment on energy conservation equipment's: Nil

18. TECHNOLOGY ABSORPTION:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about:

(i) the efforts made towards technology absorption: Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil

(iv) the expenditure incurred on Research and Development: Nil

19. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant i nformation about:

(i) The Foreign Exchange earned in terms of actual inflows during the year: Nil

(ii) The Foreign Exchange outgo during the year in terms of actual outflows: Nil

20. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The Risk Management policy is placed on the website of the Company and can be accessed at www.wewinlimited.com.

21. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements.

22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

23. DETAILS OF FRAUDS REPORTABLE U/S 143(12):

During the year under review, there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; therefore, no disclosure required in this regard.

24. DEPOSITS:

Your Directors state that no disclosure or reporting is required in respect of details relating to deposits covered under Chapter V of the Act, because there were no transactions on these items during the financial year under review.

25. VIGIL MECHANISM:

As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, the Company has established a Vigil Mechanism for Directors and Employees to report their genuine concerns/ grievances, and said mechanism is overseen by the Audit Committee of the Company and the Company has also made provisions for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

During this year no complaints were received under this mechanism nor has any personnel been denied access to the Audit Committee.

26. COMMITTEES OF THE BOARD:

The Company's Board has following Committees:

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and rules made thereunder, the Board has constituted Audit Committee. The Audit Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Audit committee i s an Independent Director. Committee consists of the following Directors:

During the financial year under review, the Board has accepted all the recommendations of the Audit Committee.

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and rules made there under, the Board has reconstituted Nomination and Remuneration Committee. The Nomination and Remuneration Committee consists of three non-executive Directors out of which two are Independent Directors. The Chairman of the Nomination and Remuneration Committee is an Independent Director. The table sets out the composition of the Committee:

C. Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and rules made there under, the Board has constituted Stakeholders Relationship Committee. The Stakeholders Relationship Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Stakeholders Relationship Committee is an Independent Director. Committee consists of the following Directors:

27. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES. INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The board has, on the recommendation of the nomination & remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and said policy is placed on the website of the Company and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed with this report. (ANNEXURE- V)

28. REMUNERATION POLICY:

The board has, on the recommendation of the nomination & remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and said policy i s placed on the website of the Company and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed with this report. (ANNEXURE- V)

29. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY HOLDING OR SUBSIDIARY COMPANY: Not Applicable

30. DISCLOSURE PURSUANT TO SECTION 197 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of theemplovees of the Company for the financial year:

b. The percentage increase in remuneration of each Director. Chief Executive Officer. Chief Financial Officer. Company Secretary or Manager if anv. in the financial year:

During the financial year under review; there was no increase in the remuneration of Managing Director & CEO and Directors, CFO of the Company. However, there was 40% increase in the remuneration of Company Secretary & Compliance Officer of the company

c. The percentage increase in the median remuneration of employees in the financial year:

d. The number of permanent employees on the rolls of the Company:

Total number of permanent employees as on 31.03.2024 is 267.

e. Average percentile increases 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:

On an average individual employee's remuneration increased 7% in financial year 2023-24. Also, there was no increase in the remuneration of Managing Director & CEO and Directors of the company in the financial year 2023-24.

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff. There are no exceptional circumstances for increase in the managerial remuneration.

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

The Company affirms that the remuneration is as per the remuneration policy of the Company.

g. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There were no employees who in terms of remuneration drawn:

i. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh rupees;

ii. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand rupees per month;

iii. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equityshares of the company.

31. ANNUAL LISTING FEES:

During the financial year under review, the company confirms that the annual listing fees to NSE and BSE for the financial year 2024-25 has been paid.

32. SHARES SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in Suspense Account and/or in Unclaimed Suspense Account.

33. CORPORATE GOVERNANCE:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. At We Win, our board exercises its fiduciaryresponsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in Corporate Governance also endeavor to enhance long term shareholder value and respect minority rights in all our business decisions. The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report.

A Certificate from the MD and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report. (ANNEXURE- VI)

34. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to prepare/attach a Management Discussion and Analysis Report as a part of this Board's Report or addition thereto and the same is attached as Annexure to this Report. (ANNEXURE- VII)

35. INTER - SE RELATIONSHIP OF DIRECTORS:

36. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The company has constituted internal complaint committee in terms of requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 at its registered office.

Further during the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. MAINTENANCE OF COST RECORD U/S 148(1) OF THE COMPANIES ACT 2013: Not Applicable

38. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

39. DEVIATION IN UTILSATION OF FUND:

The Company has utilized the funds received from IPO for objects stated in the Offer Document therefore there is no deviation in utilization of fund and as on the date of this report.

40. ISSUE OF SHARES THROUGH/UNDER THE EMPLOYEE STOCK OPTION SCHEME:

The Company through Postal Ballot dated 29^th March 2024 has passed a Special Resolution for approving the We Win Limited Employee Stock Option Plan 2024 i.e "We Win Limited ESOP 2024". However, no ESOP's have been issued in 2023-24.

41. CEO/CFO CERTIFICATE:

CEO/CFO Certificate as per Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is placed at (ANNEXURE- VIII) to the Board's Report.

42. GENERAL DISCLOSURES:

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 review:

1. Issue of Right Shares.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Buy Back of Shares.

5. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: Not Applicable

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

45. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

46. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss ofthe company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

47. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Members/Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company and thank them for another excellent year.