Director Report

To,

The Members, We Win Limited

Your Directors have pleasure in presenting their 16^th Annual Report together with the Audited Financial Statement of your Company for the Financial Year ended 31^st March, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amount in lakhs)

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. 4910.47/- lakhs as against Rs. 4227.03/- lakhs in the previous year. The Company has earned Profit after tax of Rs. 240.40/- lakhs as compared to Rs. 209.97/- 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, 2023.

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

For the financial year ended 31^st March, 2023, 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. MIGRATION TO THE MAIN BOARD OF THE STOCK EXCHANGES:

The Company has migrated from SME- Emerge platform of NSE to Main Board of NSE (NSE Symbol:WEWIN) and listed on Main Board of BSE (BSE Scrip Code: 543535) w.e.f 15^th June 2022.

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 2022-23:

As on 31^st March, 2023, the Company has only one Associate Company:

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

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

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. (0.96)/- lakhs.

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

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

Mr. Abhishek Gupta (DIN: 01260263), Director of the Company, who retire by rotation at the forthcoming 16^th Annual General Meeting and being eligible offer himself for re- appointment.

Company has following four Independent Directors:

All the above named Independent Directors have submitted to the company, declarations to theeffect 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 03^rd February, 2023 in terms of provisions of Schedule IV of the Companies Act, 2013. Except Mr. Vipin Mittal (DIN: 08298530), all the independent directors of the Company were present at the meeting. Mr. Tarun Katyan (DIN: 10051938) was not entitled to attend the said meeting.

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

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 yearended 31^st March, 2023.

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.

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, 2023 is annexed herewith for your kind perusal and information.

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 2022-23 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

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

All the contracts / arrangements / transactions entered by the Company during the financial year with its related parties were in the ordinary course of business and on an arm's length basis and not material, therefore no disclosure required. (ANNEXURE- III)

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.

In accordance with provisions of sub-section (5) of Section 135 of the Companies Act, 2013 and in line with the CSR Policy of the Company, during the financial year under review (i.e. 2022-23), the Company has spent Rs. 6,00,000/- (Rupees Six Lacs Only) towards CSR activities, which is in excess of the limits specified under subsection (5) of section 135 of the companies Act, 2013.

Annual Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is enclosed to this Report. (Annexure- IV)

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

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

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

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.

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

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.

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

As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules madethereunder, 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.

The Company's Board has following Committees:

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 committeeis 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.

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:

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 policyis 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)

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 policyis 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)

SUBSIDIARY COMPANY: Not Applicable

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:

During the financial year under review; there was no increase in the remuneration of Managing Director and Director of the Company. Also there was no increase in the remuneration of Chief Financial Officer and Company Secretary & Compliance Officer of the company

Total number of permanent employees as on 31.03.2023 is 249.

On an average individual employee's remuneration doesn't increased in financial year 2022-23. Also, there was no increase in the remuneration of Mr. Abhishek Gupta (DIN: 01260263) Managing Director and Mrs. Sonika Gupta (DIN: 01527904) Director of the company in the financial year 2022-23.

The increase in remuneration is in line with the market trends, cost of living and to ensure theretention of skilled staff.

There are no exceptional circumstances for increase in the managerial remuneration.

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

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.

During the financial year under review, the company confirms that the annual listing fees to NSE and BSE for the financial year 2023-24 has been paid.

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

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 fiduciary responsibilities 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.

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)

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.

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

37. COMPLIANCES OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

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.

The Company in its 15^th Annual General Meeting held on 30^th September 2022 has passed a Special Resolution for approving the Employee Stock Option Scheme i.e "We Win Limited ESOP 2022". However, no ESOP's have been issued in 2022-23.

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.

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.

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

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

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.

Your Directors wish to express their grateful appreciation to the continued co-operation received fromthe 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.

(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

(Information in respect of each subsidiary to be presented with amounts in Rs. )

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Nil

1. Names of Associates or Joint Ventures which are yet to commence operations: Nil

2. Names of Associates or Joint Ventures which have been liquidated or sold during the year: Nil

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

206-207, 2^nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal, (M.P.) - 462047

I/We were appointed by the Board of Directors of We Win Limited {CIN: L74999MP2007PLC019623} (hereinafter called "the Company") to conduct Secretarial Audit for the financial year from 01^st April, 2022 to 31^st March, 2023 ("the Audit Period"). I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by the Company. Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conduct/ statutory compliance and expressing our opinion thereon.

The Management of the Company is completely responsible for preparation and maintenance of Secretarial records and for developing proper systems to ensure compliance with the provisions of applicable Laws, Rules and Regulations.

Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances, on the basis of verification done by us on test basis. Further our responsibility is also to express an opinion on existence of adequate Board Process and Compliance Mechanism/ Compliance Management System, based on these secretarial records as shown to me/us during the said audit and also based on the information furnished to me/us by the officers and the agents of the Company during said audit.

I/We have not reviewed the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts in this audit since the same have been subject to review by the statutory financial auditors, tax auditors, and other designated professionals.

Based on verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent information provided by the Company, its Company Secretary, its Officers, Agents, Functional Heads and Authorized Representatives during the conduct of Secretarial Audit, the explanations and clarifications given to me/us and the representations made by the management, I/we hereby report that in my/our opinion, the Company has, during the Audit Period covering the financial year ended on 31^st March, 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance - mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I/We have examined the books, papers, minute books, forms and returns filed and other records made available to me/us and maintained by the Company for the financial year ended on 31^st March, 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act') viz.:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares a nd Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; [Not Applicable to the Company during the Audit Period].

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not Applicable to the Company during the Audit Period].

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with Client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not Applicable to the Company during the Audit Period].

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; [Not Applicable to the Company during the Audit Period].

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) The Management/ Company has identified and confirmed following laws as specifically applicable to the Company:

The Information Technology Act, 2000;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with National Stock Exchange of India. The Company was Listed on SME Platform of National Stock Exchange i.e. NSE Emerge upto 07/06/2022 and then the Company has entered into fresh Listing Agreement with National Stock Exchange of India and BSE Limited for listing of its Securities on the Exchange (Main Board). The Certificate has been issued to the Company on June 13, 2022 and permitted to dealing on the Exchange (Capital Market Segment) w.e.f. June 15, 2022 pursuant to migration from SME Emerge.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to the following observations as mentioned below:

1. The Companies Act, 2013 ("the Act") & Rules made thereunder:

(d). During the financial year under review, the Company has missed to mention website addresses in some of the documents/communication, as provided in section 12 of the Companies Act, 2013

2. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulation 23 (9) of Listing Regulation for which the Company has replied adequately and also paid fine of Rs. 5000/- to NSE & and Rs. 5000/- BSE and simultaneously applied for waiver on 10^th day January 2023 for which result is still awaited. (b). The Statutory Auditor has issued a consolidated report of We Win limited that includes Limited Review of

Surewin Weartech Private Limited and no independent limited review of Surewin Weartech Private Limited as per Regulation 33 of Listing Regulations. However as per Management view Consolidated report is suffice. (c). The Company is in the process to take the Shareholders approval as per the Regulation 23 (4) of Listing

Regulations for material related party transactions.

3. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

4. The Information Technology Act, 2000 :

5. Labour Laws:

6. During the financial year under review, the Company has partially complied with the provisions/ requirements of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, in respect of details/ documents/ matters required to be disclosed/ placed/ uploaded on the Website of the Company.

7. We have reviewed the compliance by the Company of applicable Labour/Specific and Other laws on test basis and on the information and supporting provided by Management from time to time and of opinion, that the Company has generally complied (except to the extent specifically mentioned above) with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above; however there are some procedural/ Technical/ Legal lacunas in complying with some of the Act, Rules, Regulations, Guidelines, Standards, etc. Although we are not commenting on the appropriateness of coverage as well as calculation for the same and for maintenance of Statutory Records.

8. The Reporting of all the above mentioned Act/ Rules/ Regulations/ Guidelines/ Standards is made only on the basis of verification of the Company's books, papers, minutes books, forms and returns filed, documents/ information and other records furnished by/ obtained from the Company and its officers, and on the basis of information available at the Registered Office of the Company.

I/We further report that:

The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act except to the extent specifically mentioned in this Report.

As per information/declaration given by the management and as per verification done by us on the test basis, adequate notices along with agenda and detailed notes on agenda were given to all Directors, to schedule the Board Meetings, at least seven days in advance and Board Meetings called at shorter notice (if any) were generally in compliance with applicable provisions of the Act, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings recorded and signed by the Chairman/ Chairperson, the decisions of the Board were unanimous and no dissenting views have been recorded.

As per information/ declaration given by the management, the Company has kept and maintained a Register of Contract or Arrangements in which Directors are interested in Form MBP-4 and during the financial year under review, aforesaid Register (Form MBP-4) is not placed before the Board in any meeting of the Board because no particular/details of contacts or arrangements under sub-section (2) of Section 184 and/or under Section 188 have been entered in aforesaid Register (Form MBP-4) as all the transactions have been entered on arms length basis and in due course of Business.

On the basis of information provided by the management, I/We further report that during the audit period, following events have occurred which are deemed to have major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc:

(a) The Members of the Company have passed Special resolution for Migration of Equity shares of the Company from NSE Emerge (SME platform of NSE) to the Main Board of NSE & BSE through Postal Ballot (done through Remote e-voting only in compliance/ accordance with the Circulars issued by the Ministry of Corporate Affairs) on 03^rd February, 2022 and the Equity Shares of the company has been listed on Capital Market Segment (Main Board) w.e.f. June 15, 2022.

I/We further report that there are generally adequate systems and processes in the Company commensurate with the size and operations of the Company, to monitor and ensure compliance with applicable Laws, Rules, Regulations, Standards and Guidelines; however some deviations were observed during the audit period, but now the Company through its Company Secretary and/or Consultants/ Experts/ Advisors/ Advocates/ Professionals, is striving to ensure timely compliance with the different Acts/ Laws/ Rules/ Regulations/ Standards and Guidelines.

For S. Anjum & Associates

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

206-207, 2^nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal, (M.P.) - 462047

My/Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My/Our responsibility is to express an opinion on these secretarial records based on my/our audit.

2. I/We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I / We believe that the processes and practices, I / we followed provide a reasonable basis for my/our opinion.

3. I/We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I/we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My/Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For S. Anjum & Associates

Sd/-

Membership No.: FCS 8893

Bhopal Dated 21st August, 2023 UDIN: F008893E000832133 PRN:2009/2022

1. Details of contracts or arrangements or transactions not at arm's length basis:

2. Details of material contracts or arrangement or transactions at arm's length basis:

1. Brief outline on CSR Policy of the Company:

As per CSR Policy Attached.

Web-Link to the CSR policy: http://www.wewinlimited.com/policies/csr-policy.pdf

2. Composition of the CSR Committee:

3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company: http://www.wewinlimited.com

4. Provide the Executive Summary along with web link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: NA

5. (a) Average net profit of the company as per Section 135(5): Rs. 2,89,00,000/- lakhs (b) Two percent of average net profit of the company as per section 135(5): Rs. 5,78,000/- .

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NA

(d) Amount required to be set off for the financial year, if any: NA

(d) Total CSR obligation for the financial year (5b+5c-5d): Rs. 5,78,000/-.

6. (a) Amount spent on CSR Projects (Both ongoing project and other than ongoing project:

Rs. 6,00,000/-

(b) Amount spent in Administrative Overheads: NA

(c) Amount spent on Impact Assessment, if applicable: NA

(d) Total amount spent for the Financial Year (6a+6b+6c): Rs. 6,00,000/- (e) CSR amount spent or unspent for the financial year:

(f) Excess amount for set off, if any: Rs. 22,000/-

7. Details of Unspent CSR amount for the preceding three financial years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial year: No If Yes, enter the number of Capital assets created/acquired: NA Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, municipal office / municipal corporation/ gram panchayat is to be specified and also the area of the immovable property as well as boundaries).

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): NA

This Corporate Social Responsibility Policy ("the CSR Policy") has been framed by We Win Limited (the

Company) in accordance with the Section 135, Schedule VII of the Companies Act, 2013 and CSR Rules issued by the Ministry of Corporate Affairs.

This policy encompasses the company's philosophy for giving back to society as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for the welfare & sustainable development of the community at large.

This policy shall apply to all CSR initiatives and activities to be undertaken by the Company as per provisions of Companies Act, 2013 and rules made there under as applicable from time to time.

To lay down guidelines and ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting.

Board of Directors shall constitute the Corporate Social Responsibility Committee ("the Committee") comprising of three Directors out of which one Director shall be an Independent Director.

Board of Directors of the Company may re-constitute the Committee, as and when required to do so, by following the sections, sub-sections, rules, regulations, notifications issued or to be issued, from time to time, by the Ministry of Corporate Affairs or the Central Government of India. The Committee shall exercise powers and perform the functions assigned to it by the Board of Directors of the Company pursuant to section 135 of the Companies Act, 2013 and CSR Rules notified with regard thereto.

The meetings of the Committee can be convened as and when deemed appropriate to discuss and review CSR activities and Policy. A quorum of two members is required to be present for the proceedings to take place.

The Company Secretary shall act as Secretary to the Committee.

Pursuant to Schedule VII of the Companies Act, 2013, the Committee has approved the following activities as "CSR Activities" to be under take under the CSR policy of the Company. The Board of Directors has reviewed the said activities and express its consent to the Committee to pursue the said activities under CSR policy of the Company under section 135 of the Companies Act, 2013, Schedule VII and other applicable rules, regulations, notifications etc., issued/to be issued from time to time.

1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swatch Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;

2. Promoting education, including primary, secondary and higher secondary education, as well as special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

6. Measures for the benefit of armed forces veterans, war widows and their dependents;

7. Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

8. Contribution to the prime minister's national relief fund or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;

9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the central govt; 10. Rural development projects;

11. Slum area development;

The following activity shall not form part of the CSR activities of the Company: -

1. The activities undertaken in pursuance of normal course of business of a company.

2. CSR projects/programs or activities that benefit only the employees of the Company and their families.

3. Any contribution directly/indirectly to political party or any funds directed towards political parties or political causes.

4. Any CSR projects/programs or activities undertaken outside India.

The Company shall allocate the budget for CSR activities. The minimum budgeted amount for a financial year shall be 2% of the average net profit of three immediate preceding financial years. The Company may allocate more fund/amount than the amount prescribed under section 135 of the Companies Act, 2013, for the CSR activities for any financial year. The Committee shall calculate the total fund for the CSR activities and recommend to the Board for the approval. The Board shall approve the total fund to be utilized for CSR activity for respective financial year.

However if the Company ceases to be covered under sub-section (1) of Section 135 of the Act for three financial years, then it shall not be required to, comply with the provisions laid down under sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub-section (1) of the Act.

The CSR Committee shall prepare a transparent monitoring mechanism for ensuring proper utilization of funds/implementation of the projects/ programmes /activities proposed to be undertaken by the Company.

The CSR Committee shall have the authority to obtain professional advice from external sources and have full access to information contained in the records of the Company as well as the powers to call any employee or external consultant or such other person(s) and for such purpose as may be deemed expedient for the purpose of accomplishments of overall CSR objectives laid down under the Act.

The CSR Committee will review and provide progress update to the Board of Directors every six months/at such other intervals as it may deem fit. The Company will report the details of CSR initiatives and activities of the Company in the Directors' Report and on the website of the Company, as required under the Regulations.

The CSR Committee and persons /entities authorised by it, will conduct due diligence checks on the current CSR activities/projects at such intervals as it may deem fit and report anomalies, if any, immediately.

The Board of Directors on its own and/or as per the recommendations of CSR Committee can amend this Policy, as and when required as deemed fit, any or all provisions of the CSR Policy would be subject to revision/amendment in accordance with the Act on the subject as may be issued from relevant statutory authorities, from time to time.

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee, in compliances with Section 178 of the Companies Act, 2013 read along with applicable rules thereto.

The Committee shall:

i. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

ii. Formulation of criteria for evaluation of the Independent Director and to carry out evaluation of every Director's performance and to provide necessary report to the Board for further evaluation.

iii. Devising a policy on Board diversity.

iv. 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.

v. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

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

vii. Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

viii. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

ix. To perform such other functions as may be necessary or appropriate for the performance of its duties.

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

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

"Board":-Board means Board of Directors of the Company.

"Director":-Directors means Directors of the Company.

"Committee":- Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, from time to time.

"Company":- Company means We Win Limited.

"Independent Director":- As provided under the Companies Act, 2013, ‘Independent director' shall mean a non-executive director, other than a nominee director of the Company:

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; b. (i) who is or was not a promoter of the Company or its holding, subsidiary or associate company; (ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company; c. apart from receiving director's remuneration, has or had no pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relatives

i. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

ii. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; of-

(A). a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate Company; or

(B). any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;

iii. holds together with his relatives two per cent or more of the total voting power of the Company; or

iv. is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company; or

f. who possesses such other qualification as may be prescribed under the applicable statutory provisions/ regulations

g. is a material supplier, service provider or customer or a lessor or lessee of the Company;

h. who is not less than 21 years of age.

"Key Managerial Personnel":- Key Managerial Personnel (KMP) means-

(i) the Chief Executive Officer or the managing director or the manager; (ii) the Whole-Time Director; (iii) the Company Secretary; (iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the applicable statutory provisions/ regulations.

"Senior Management":- The expression ‘senior management' means personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

"Nomination and Remuneration Committee" shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

"Policy or This Policy" means, "Nomination and Remuneration Policy.

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Guiding Principles

The Policy ensures that i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

iii Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The Policy is applicable to i. Directors (Executive and Non Executive) ii. Key Managerial Personnel iii. Senior Management Personnel iv. Employees

The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Company's policy and applicable statutory requirement.

Membership: a. The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent. b. Minimum two (2) members shall constitute a quorum for the Committee meeting. c. Membership of the Committee shall be disclosed in the Annual Report.

d. Any member of this committee ceasing to be a director shall also be ceased to be a member of the Nomination and Remuneration Committee

a. Chairman of the Committee shall be an Independent Director.

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

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

d. 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.

The Committee shall meet at such regular intervals as may be required.

a. 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.

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

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

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

i. The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment.

ii. The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made there under or any other enactment for the time being in force.

iii. The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made there under, or any other enactment for the time being in force.

iv. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager 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.

The Term / Tenure of the Directors shall be governed as per provisions of the Companies Act, 2013 and rules made there under as amended from time to time.

1. Managing Director/Whole-time Director/Manager (Managerial Person): - The Company shall appoint or reappoint any person as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. 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 appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's 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 as an Independent Director.

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

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Following are the Criteria for evaluation of performance of the Board:

1. Executive Directors: The Executive Directors shall be evaluated on the basis of targets/Criteria given to executive Directors by the Board from time to time

2. Non Executive Director: The Non Executive Directors shall be evaluated on the basis of the following criteria i.e. whether they:

(a) act objectively and constructively while exercising their duties;

(b) exercise their responsibilities in a bona fide manner in the interest of the Company;

(c) devote sufficient time and attention to their professional obligations for informed and balanced decision making;

(d) do not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

(e) refrain from any action that would lead to loss of his independence

(f) inform the Board immediately when they lose their independence,

(g) assist the Company in implementing the best corporate governance practices.

(h) strive to attend all meetings of the Board of Directors and the Committees;

(i) participate constructively and actively in the committees of the Board in which they are chairpersons or members;

(j) strive to attend the general meetings of the Company;

(k) keep themselves well informed about the Company and the external environment in which it operates;

(l) do not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(m) moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder's interest.

(n) abide by Company's Memorandum and Articles of Association, Company's policies and procedures including code of conduct, insider trading etc.

The Board of Directors shall have the optimum combination of Directors from the different areas/fields like production, Management, Quality Assurance, Finance, Sales and Marketing, Supply chain, Research and Development, Human Resources etc or as may be considered appropriate. The Board shall have at least one Board member who has accounting or related financial management expertise and financially literate.

The Committee will recommend the remuneration to be paid to the Managing Director, Whole Time Director, KMP and Senior Management Personnel to the Board for their approval. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals:

1. The remuneration / compensation / commission etc. to Managerial Person, 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 and Central Government, wherever required.

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

3. 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 Managerial Person. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.

4. Where any insurance is taken by the Company on behalf of its Managerial Person, KMP 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.

1. Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

3. Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, 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 unless permitted by the Central Government.

1. Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

2. 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 the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

Minutes of Committee Meeting:

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

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.