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We Win Ltd.

BSE: 538447 Sector: IT
NSE: WEWIN ISIN Code: INE082W01014
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We Win Ltd. (WEWIN) - Director Report

Company director report

To

The Members

We Win Limited

(Formerly Surevin BPO Services Limited)

Your Directors have pleasure in presenting their 13th Annual Report togetherwith the Audited Financial Statement of your Company for the Financial Year ended 31stMarch 2020.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Standalone

Particulars 31st March 2020 (Rs.) 31st March 2019 (Rs.)
Revenue From operation 400265481.04 450654277.39
Other Income 3445939.40 3473522.68
Total Revenue 403711420.44 454127800.07
Profit before Depreciation & Tax 54035985.84 101597930.06
Depreciation & Amortization Expenses 16897736.00 22708914.00
Profit (Loss) before tax 37138249.84 78889016.06
Current Tax including Prior Period Tax 15756700.00 24448249.00
Deferred Tax (325199.40) (1728909.60)
Profit / (Loss) After Tax 21706749.24 56169676.66
Earnings per Share (Rs.):-
Basic: 6.41 16.58
Diluted: 6.41 16.58

2. OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the financial year under review total Standalone Income (including otherincome) of the Company was Rs. 403711420.44/- as against Rs. 454127800.07/- in theprevious year. The Company has earned Standalone Profit after tax of Rs. 21706749.24/-compared to Rs. 56169676.66/- 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 31stMarch 2020.

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

For the financial year ended 31st March 2020 the Company has not proposedto carry any amount to any 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 Companyoccurred between the end of the financial year to which these financial statements relateand 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 NAME OF THE COMPANY:

The name of the company has been changed from Surevin BPO Services Limited to We WinLimited with effect from 18th day of June 2020.

8. WEB ADDRESS IF ANY WHERE ANNUAL RETURN U/S 92(3) HAS BEEN PLACED:

www.wewinlimited.com

9. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form No. MGT-9 is annexed herewith for your kind perusal and information. (Annexure: I)

10. MEETINGS OF THE BOARD OF DIRECTORS:

Following Meetings of the Board of Directors were held during the Financial Year2019-20:

S. No. Date of Meeting Board Strength No. of Directors Present
1 28/05/2019 5 4
2 22/06/2019 5 4
3 31/07/2019 5 5
4 06/09/2019 6 4
5 14/11/2019 6 5
6 20/01/2020 6 4
7 08/02/2020 6 4
8 29/02/2020 5 4

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

As on 31st March 2020 the Company has only one Associate Company:

Sr. No. Name of the Company Address CIN/GLN Subsidiar y/ Associate % of Shares held Applica ble Section
1 Surevin Weartech Private Limited 40 Mandakini Housing Society Behind Reliance Fresh Kolar Road Bhopal (M.P.) 462042 U72900MP2018PT C045213 Associate 40% 129(3) & 2(6)

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

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

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

Surevin Weartech Private Limited (Associate Company): During the financial year underreview the Associate Company (Surevin Weartech Private Limited) has earned Profit afterTax of Rs. 1365702.24/-.

13. DIRECTORS:

(A) Changes in Directors and Key Managerial Personnel:

During the financial year under review following changes have occurred in theConstitution/ Composition of the Board of Directors:

? Mr. Vipin Mittal (DIN: 08298530) has been appointed as an Additional Director of theCompany w.e.f. 31st July 2019.

? Mr. Vipin Mittal (DIN: 08298530) (who was appointed as an Additional Director w.e.f.31/07/2019) has been regularized as a Director of the Company in the Annual GeneralMeeting held on 30th September 2019.

? Mr. Sita Ram Gupta (DIN: 07620362) has resigned from the Directorship of the Companyand ceased to be associated with the Company w.e.f 19th February 2020.

? Mr. Abhishek Gupta (DIN: 01260263) Managing Director of the Company who retire byrotation at the forthcoming 13th Annual General Meeting and being eligibleoffer himself for re-appointment.

(B) Declaration by Independent Directors:

Company has following Three Independent Directors:

S. No. Name & DIN Date of Original Appointment
1 Ambreesh Tiwari (DIN: 01582960) 15/03/2017
2 Awdhesh Shah (DIN: 00184656) 15/03/2017
3 Vipin Mittal (DIN: 08298530) 31/07/2019

All the above named Independent Directors have submitted to the company declarationsto the effect that they meet the criteria of Independence as specified/provided in Section149 of the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

A separate meeting of Independent Directors of the Company was conducted on 12thMarch 2020 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 atthe meeting.

(C) Re-appointment of Independent Directors: NA

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

An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales 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-executiveDirectors during the year ended 31st March 2020.

(E) Formal Annual Evaluation:

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

14. AUDITORS:

(A) Statutory Auditors:

In terms of provisions of Section 139 of the Companies Act 2013 the Board haspassed/recommended resolution (subject to approval of members at the forthcoming 13thAGM) for appointment of M/s Sandeep Mukherjee & Associates CharteredAccountants (FRN: 009942-C) as Statutory Auditors of the Company for a Period of 01(one) year to hold office from the conclusion of the forthcoming 13th AnnualGeneral Meeting till the conclusion of the next Annual General Meeting of the Company. TheCompany has already received the written consent and certificate pursuant to Section 139of the Companies Act 2013 from M/s Sandeep Mukherjee & Associates CharteredAccountants (FRN: 009942-C) confirming their consent and eligibility under Section 139and 141 of the Companies Act 2013. The Board recommends their appointment.

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

Further the Auditors' Report for the financial year ended 31st March 2020 is annexedherewith for your kind perusal and information.

(B) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s S. Anjum & Associates Company Secretary inPractice to undertake the secretarial audit of the Company. Secretarial Audit Report forthe financial year 2019-20 in the prescribed Form MR-3 is annexed to this Report(Annexure- III).

Pursuant to the provisions of Section 204(3) and 134(3) of the Companies Act 2013 theBoard of Directors of the Company provide following clarification with regard to thequalifications/ observations made/raised by the Secretarial Auditor in Secretarial AuditReport:

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

(C) Cost Auditors: NA

15. LOANS GUARANTEES AND INVESTMENTS:

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

16. RELATED PARTY TRANSACTIONS:

All the contracts / arrangements / transactions entered by the Company during thefinancial year with its related parties were in the ordinary course of business and on anarm's length basis therefore no disclosure required. (ANNEXURE- IV)

Name(s) of Related Party Nature of Relation ship Nature of Contracts/ arrangement s/ transactions Duration of the Contracts/ arrangements / transactions Salient terms of the Contracts/ arrangements / transactions Maximum amount per Contracts/ arrangements/ transactions
Surevin Weartech Private Limited Associate Company Special Purpose Vehicle (SPV) of IRCTC Call Center 01 Year Nil Not Exceeding Rupees One Crore Per Transaction

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

S. No. Name & DIN Status (Chairman/ Member)
1 Mr. Abhishek Gupta (DIN: 01260263) Chairman
2 Mr. Awdhesh Shah (DIN: 00184656) Member
3 Mr. Ambreesh Tiwari (DIN: 01582960) Member

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

In accordance with provisions of sub-section (5) of Section 135 of the Companies Act2013 and in line with the CSR Policy of the Company during the financial year underreview (i.e. 2019-20) the Company has spent Rs. 920000/- (Rupees Nine Lacs TwentyThousand Only) towards CSR activities.

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

18. CONSERVATION OF ENERGY:

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder 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 equipments: Nil

19. TECHNOLOGY ABSORPTION:

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

(i) the efforts made towards technology absorption: Nil

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: Nil

(iii) in case of imported technology (imported during the last three years reckonedfrom 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 reasonsthereof: Nil

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

20. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder 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

21. RISK MANAGEMENT:

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework. As a formalroll-out all business divisions and corporate functions will embrace Risk ManagementPolicy and Guidelines and make use of these in their decision making. Key business risksand their mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews.

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

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

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

During the year under review there is no fraud being or has been committed in theCompany or against the Company by officers or employees of the Company which arereportable by the Auditors to the Central Government or to the Board or to the AuditCommittee under Section 143(12) of the Companies Act 2013; therefore no disclosurerequired in this regard.

24. DEPOSITS:

Your Directors state that no disclosure or reporting is required in respect of Detailsrelating to deposits covered under Chapter V of the Act because there were notransactions 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 andRules made thereunder the Company has established a Vigil Mechanism for Directors andEmployees to report their genuine concerns/ grievances and said mechanism is overseen bythe Audit Committee of the Company and the Company has also made provisions for directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases.

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 madethere under the Board has constituted Audit Committee. The Audit Committee consists of

three Directors out of which two are Independent Directors. The Chairman of the Auditcommittee is an Independent Director. Committee consists of the following Directors:

S. No. Name & DIN Status (Chairman/ Member) Category
1 Awdhesh Shah (DIN- 00184656) Chairman Independent/ Non-executive
2 Ambreesh Tiwari (DIN- 01582960) Member Independent/ Non-executive
3 Abhishek Gupta (DIN- 01260263) Member Promoter/ Executive

During the financial year under review the Board has accepted all the recommendationsof the Audit Committee.

B. Nomination and Remuneration Committee:

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

S. No. Name & DIN Status (Chairman/ Member) Category
1 Awdhesh Shah (DIN- 00184656) Chairman Independent/ Non-executive
2 Ambreesh Tiwari (DIN- 01582960) Member Independent/ Non-executive
3 Vipin Mittal (DIN- 08298530) Member Independent/ Non-executive

C. Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and rules madethere under the Board has constituted Stakeholders Relationship Committee. TheStakeholders Relationship Committee consists of three Directors out of which two areIndependent Directors. The Chairman of the Stakeholders Relationship Committee is anIndependent Director. Committee consists of the following Directors:

S. No. Name & DIN Status (Chairman/ Member) Category
1 Ambreesh Tiwari (DIN- 01582960) Chairman Independent/ Non-executive
2 Awdhesh Shah (DIN- 00184656) Member Independent/ Non-executive
3 Sonika Gupta (DIN- 01527904) Member Promoter/ executive

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

The board has on the recommendation of the nomination & remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration and said policy is placed on the website of the Company and can be accessedat www.wewinlimited.com and said policy is also attached/ enclosed with this report.(ANNEXURE- VI)

28. REMUNERATION POLICY:

The board has on the recommendation of the nomination & remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration and said policy is placed on the website of the Company and can be accessedat www.wewinlimited.com and said policy is also attached/ enclosed with this report.(ANNEXURE- VI)

29. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY HOLDING ORSUBSIDIARY COMPANY: NA

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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

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

S. No. Name Designation Ratio to median remuneration
01. Mr. Abhishek Gupta (DIN: 01260263) Managing Director 12.38%
02. Mrs. Sonika Gupta (DIN: 01527904) Director 12.38%

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

During the financial year under review; there was no increase in the remuneration ofManaging Director Directors and Chief Financial Officer of the Company but there was 20%increase in the remuneration of Mr. Ashish Soni Company Secretary & ComplianceOfficer.

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

Particulars 2019-20 2018-19 Percentage increase in median remuneration in 2019- 2020
Median Remuneration of employees 240000 108000 122.22%

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

Total number of permanent employees as on 31.03.2020 is 185.

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

On an average individual employees remuneration increased by 9% from financial year2018-19 to financial year 2019-20. 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 2019-20.

The increase in remuneration is in line with the market trends cost of living and toensure 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 theCompany.

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

S. No. Name & Designation Remuneration(Per Annum) Nature of Employ mentwhethe r Contractual or otherw ise qualification experienc Date of commencement of employment Age Last Employment held Relative of any Director /Manager of the Company
e
1. Pradeep Karambel kar (Chief Financial Officer) 192000 0/- Perman ent BSC MBA (Financ e & Marketi ng) 17 years 28-Sep-16 47 Self employe d Nil
2. Shraddha Chansoria (Head- Admin) 138000 0/- Perman ent MBA 9 years 31-Jan-16 40 Self employe d Nil
3. Vineeta Gupta (Manager ) 132000 0/- Perman ent MBA (HR) 7 years 31-Dec-16 29 Job in private compan y Nil
4. Dhruw Kumar Mishra (Project Head) 120000 0/- Perman ent MBA 17 years 06-Dec-17 49 Job in private compan y Nil
5. Sandeep Prithviraj Panda (Head- IT) 762000/ Perman ent MBA 12 years 22-Jun- 07 35 Job in private compan y Nil
6. Manish Prajapati (Head- Developm ent) 622500/ Perman ent MBA 13 years 01-Jul-15 44 Job in private compan y Nil
7. Rahul Singh Bais (Head- Business) 605790/ Perman ent MBA 11 years 01-Apr-06 38 Job in private compan y Nil
8. Syed Mumtaz Ahmed (Manager ) 582600/ Perman ent MBA 14 years 14-Nov-14 30 Job in private compan y Nil
9. Atul Jain (Head- Finance) 509820/ Perman ent B.Com 12 years 01-Oct-07 46 Job in private compan y Nil
10. Vinay Giri (Manager ) 504840/ Perman ent MBA 14 years 06-Sep-06 37 Job in private compan Nil

There were no employees who in terms of remuneration drawn:

i. if employed throughout the financial year was in receipt of remuneration for thatyear 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 forany part of that year at a rate which in the aggregate was not less than Eight Lakh andFifty Thousand rupees per month;

iii. if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.

31. Annual Listing Fees:

During the financial year under review the company confirms that the annual listingfees to NSE Limited for the financial year 2020-21 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:

As the Equity shares of the company are listed on Emerge SME Platform of NSE thereforeCorporate Governance provisions as specified in Regulations 17 to 27 and Clauses (b) to(i) of sub-regulation 46 and Paras C D and E of Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company accordingly no reporting is required to be made under thishead.

34. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

35. INTER - SE RELATIONSHIP OF DIRECTORS:

S. No. Name & DIN of Director Relation with Directors
1 Abhishek Gupta (DIN: 01260263) Spouse of Mrs. Sonika Gupta (DIN: 01527904) Director of the company.
2 Sonika Gupta (DIN: 01527904) Spouse of Mr. Abhishek Gupta (DIN: 01260263) Managing Director of the company.
3 Ambreesh Tiwari (DIN: 01582960) No Relation with Directors
4 Awdhesh Shah (DIN: 00184656) No Relation with Directors
5 Vipin Mittal (DIN- 08298530) No Relation with Directors

36. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

37. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL

COMPLAINTS COMMITTEE

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

Further during the financial year under review there were no cases filed pursuant tothe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

38. MAINTENANCE OF COST RECORD U/S 148(1) OF THE COMPANIES ACT 2013: NA

39. COMPLIANCES OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

40. DEVIATION IN UTILSATION OF FUND:

The Company has utilized the funds received from IPO for objects stated in the OfferDocument therefore there is no deviation in utilization of fund and as on the date of thisreport Company has some outstanding unutilized amount which is invested in fixed Deposits.

41. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of Bonus Shares and/or 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 underany scheme.

4. Buy Back of Shares.

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

42. ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andMembers/Shareholders during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed service of the Executives staffand Workers of the Company and thank them for another excellent year.

Place: Bhopal For & on behalf of the Board of Directors of
Dated: 04/09/2020 We Win Limited
Abhishek Gupta Sonika Gupta
(DIN: 01260263) (DIN: 01527904)
Managing Director Director

.