To,

The Members, We Win Limited

Your Directors have pleasure in presenting their 18^th Annual Report together with the Audited Financial Statement of your Company for the Financial Year ended 31^st March, 2025.

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. 7940.99/- lakhs as against Rs. 6579.46/- lakhs in the previous year. The Company has earned Profit after tax of Rs. 164.89/- lakhs as compared to Rs. 246.83/- 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, 2025.

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

For the financial year ended 31^st March, 2025, 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. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED: www.wewinlimited.com

8. MEETINGS OF THE BOARD OF DIRECTORS:

Following Meetings of the Board of Directors were held during the Financial Year 2024-25:

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

As on 31^st March, 2025, 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.

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. (0.82)/- 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. Adarsh Kumar (DIN: 07071473, resigned as Managing Director & CEO of the company due to personal reasons w.e.f 15^th June 2024.

Change in the category of Mr. Abhishek Gupta (DIN: 01260263) due to resignation from the post of Chairman in order to continue as Executive Director with the position as Managing Director of the company in the Board Meeting held on 15^th June 2024 and Shareholders approval was taken at 17^th AGM held on 06^th September 2024.

Change in the category of Mrs. Sonika Gupta (DIN: 01527904) due to resignation from the post of Vice- Chairman in order to continue as Executive Director with the position as Chairman of the company in the Board Meeting held on 15^th June 2024 and Shareholders approval was taken at 17^th AGM held on 06^th September 2024.

Mr. Abhishek Gupta (DIN: 01260263), was appointed as Managing Director (Additional Director) of the company for a tenure of 5 (five) years w.e.f 15^th June 2024.

Current term of Mr. Vipin Mittal (DIN: 08298530), as Non- Executive Independent Director of the company completed w.e.f 31^st July 2024; not to seek re-appointment.

Mr. Abhishek Gupta (DIN: 01260263) was regularized as Managing Director of the company for a tenure of 5 (Five) years w.e.f 15^th June 2024.

Mr. Abhishek Gupta (DIN: 01260263), Director of the Company, who retire by rotation at the forthcoming 18^th Annual General Meeting and being eligible offer himself for re- appointment.

Company has following three 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 13^th February, 2025 in terms of provisions of Schedule IV of the Companies Act, 2013. Except Mr. Tarun Katyan (DIN: 10051938), all the independent directors of the Company were present at the 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 year ended 31^st March, 2025.

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.

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, 2025 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 2024-25 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 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 and the requirement of disclosure in Form AOC-2 is not applicable. 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.

In compliance of provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted 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. 2024-25), 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- III)

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.

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.

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 to deposits 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 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.

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 committee is 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 three 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- IV)

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- IV)

28. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY HOLDING OR 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 Directors of the company. Also, there was no increase in the remuneration of CFO and Company Secretary & Compliance Officer of the company c. The percentage increase in the median remuneration of employees in the financial year:

Total number of permanent employees as on 31.03.2025 is 273.

There was no increase in employee's remuneration in financial year 2024-25. Also, there was no increase in the remuneration of Managing Director & CEO and Directors of the company in the financial year 2023-24.

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 2025-26 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 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.

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- VI)

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. The details of complaints with the ICC during the Financial Year 2024-25 are as follows:

Company is in compliance with all the provisions relating to the Maternity Benefit Act, 1961.

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.

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 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 2024-25.

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- VII) 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.

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

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.

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 all applicable laws and that such systems were adequate and operating effectively.

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.