Equity Analysis

Dear Shareholders

Your Directors have pleasure in presenting the 42^nd Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31 st March, 2023.

( Rs in lacs)

During the year under review, your Company's Sales decreased by 8.38% to H87791.13 lacs against H95817.59 lacs during the previous year and net profit (after tax) has decreased by 46.09% to H2451.79 lacs for the current year against net profit (after tax) ofH4548.65.lacs in the previous year. Further the exports of the company during the year decreased by 40.55% to H35626.50 lacs against H59926.68 lacs for the previous financial

Textile manufacturing units around the globe have reported lower turnover and profit compared to last year due to high production cost and low demand. High inflation,increased interest rates and war in Ukraine has impacted the demand of textile goods and apparels. The raw material prices although dropped as compared to last year, but decline in yarn prices was sharper than corresponding reduction of raw materials.

During the year 2022-2023, 3.5 MW hydropower project year. of the company at Dharamshala, Distt. Kangra, Manuni Khad (H.P.) has generated 109.42 lac units in 2022-2023 as compared to 124.52 lacs units in year 2021-2022 and entire units generated were captively consumed in our plant at Baddi. The fall in generation is mainly due to poor rainfall in catchment area during last monsoon season.

During the year 2022-23 the company has undertaken up gradation and modernization project in Unit at Baddi. The Capital cost of the project was estimated to be H51.78 Crs for which an amount of H38.84 Crs was sanctioned by Banks and balance amount of H12.94 Crs was met by Internal Accruals. The modernization was envisaged to meet the increase in export demand of value added products and involves replacement of old spinning machinery, with state of art new machines which would facilitate production of yarn with great efficiency, productivity with lesser wastage. Also capacity of dye house would be increased from 30 MTPD to 31.5 MTPD along with improvements in effluent treatment and water recovery plant to meet state pollution control board guidelines/requirement. In order to increase in-house worker's strength, it was also proposed to increase workers housing including additional accommodation in women's hostel. The entire up Gradation project would be completed by the end of third quarter of FY 2023-24. The company is making substantial efforts and initiative on sustainability and our commitment to CMS sustainability has placed us as a signatory of ZDHC and have become first supplier in India to get ‘Incheck and verified by ZDHC'.

The Authorized Share Capital of the Company is H25,00,00,000/- (Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crore Fifty Lac) Equity Shares of H10/- each.

The paid up Equity Share Capital as at March 31, 2023 was H19,82,00,000/- (comprised of 1,98,20,000 equity shares of H10/- each). During the year under review, the Company has neither issued any shares nor granted stock options or sweat equity, preference shares and also not made any provision for purchase of its own shares by employees or by trustees.

The Company has not given any loan or provided any security/guarantee as per section 186 of the Companies Act, 2013 during the year 2022-23. The Investments under section 186 of the Act are given in the Financial Statements forming part of the Annual Report.

The Company has not accepted /renewed any deposits from the public during the FY 2022-23.

Keeping in view to conserve resources, your Directors have not recommend any dividend for the FY 2022-23.

During the year under review no unclaimed and unpaid dividend was pending for transfer to IEPF Authority.

Although, the unclaimed dividend and shares already transferred to the IEPF Authority by the Company in the previous years can be claimed by the concerned shareholders by approaching the Investor Education and Protection Fund Authority.

The details of Board and Committee Meetings are given in the Corporate Governance Report.

Sh. Ashish Bagrodia, Chairman & Managing Director and Sh. Anil Kumar Sharma, Executive Director & CEO shall be liable to retire by rotation at the ensuing General Meeting, being eligible, they have offered themselves for re-appointment.

Sh. Ashish Bagrodia, Chairman and Managing Director was reappointed on, 1st February 2021 for a fiveyears period and remuneration was approved for a period of three years. As remuneration was approved for a period of three years, the Board has approved his remuneration, for remaining tenure of re-appointment subject to approval of shareholders, at the ensuing Annual General Meeting. Sh. Anil Kumar Sharma have been re-appointed as an Executive Director & CEO for a period of three years w.e.f. 12th February 2023, subject to the approval of Shareholders of the Company at the ensuing Annual

General Meeting. During the year Sh. Arun Kumar Basu (DIN: 08747388) Non-Executive Independent Director resigned on 29^th August 2022.

There was no change in the Key Managerial Personnel during the year.

As per Companies Act 2013 and Listing Regulations,

Board has adopted formal mechanism for evaluating its performance and as well as that of its committees, individual Directors, including the Chairman of the

Board in compliance of Companies Act 2013 and Listing

Regulations. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the

Board, its committee & members, their experience & competencies, performance of specific duties & obligations, governance. Broadly the performance of Non-Independent/Executive/Whole Time Director(s) was evaluated on the basis of their own performance, expertise, intelligence, their qualitative & quantitative contribution towards operational achievements, organizational performance etc. The performance of Non-Executive Independent Directors were evaluated on the basis of their constructive participation's in Board/Committee/General meetings, their informed & balanced decision-making, ability to monitor financial controls, systems & certain allied parameters. The annual performance evaluation of various Board Committees constituted under Companies Act & Listing Regulations was made on the basis of their respective terms of reference, discharge of functions, governance etc.

The separate Meeting of independent Directors was held on 11th February, 2023 to review the performance of Non-Independent directors including the Chairman and the Board as a whole as per Code of Independent Directors under Companies Act 2013 and Listing Regulations. The Independent Directors also reviewed the quality, content and timeliness of follow of information between Management and the Board.

The Performance Evaluation Policy of Board of Directors is uploaded on the Company's website i.e. www.winsometextile.com under corporate policies.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and

Remuneration policy are appended as an Annexure I to the Board's report.

The company has duly constituted an Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act,

2013 and Listing Regulations. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

The Company has adopted the Whistle Blower Policy/

Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and

Ethics. Such mechanism/policy is also uploaded on the website of the Company i.e. www.winsometextile.com under the head “corporate policies”.

The auditor's report is self-explanatory and requires no explanation.

M/s K.K. Sinha & Associates, Cost Accountants were appointed as Cost Auditors of your Company for auditing the cost accounts records for the financial year 2022-23 under provisions of Section 148 of the Companies Act, 2013. They are likely to submit Cost Audit Report within the prescribed time limit. Further the Company has made and maintained proper cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013 for its business activities carried out during the year.

Furthermore, the Board has re-appointed M/s K.K. Sinha & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2023-24 on a remuneration of H 75,000/- (Rupees Seventy Five Thousand Only) same as in the previous year subject to the approval of Shareholders. The Company has received written confirmation(s) from M/s K.K. Sinha & Associates, Cost Accountants, to the effect that their re-appointment, if made, would be in accordance of provisions of section 148 of Companies Act 2013 and that they are not disqualified for such appointment within the meaning of section 141 of Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

Shri Ramesh Bhatia, Practicing Company Secretary was appointed to conduct the secretarial audit of the

Company for the financial year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The secretarial audit report for FY 2022-23 is appended as an Annexure II to the Board's report. The Secretarial auditors' report for the year under review contain no adverse remarks,qualifications,hence no comments required.

Furthermore, the Board has re-appointed Shri Ramesh

Bhatia, Practicing Company Secretary as secretarial auditor of the Company for the financial year 2023-24.

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to the stock exchanges within the prescribed time.

All Related Party transactions entered during the financial year were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its review/approval under omnibus approved route. There was no material contract or arrangement or transactions with Related Party during the year. Thus, disclosure in form AOC-2 is not required.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations. This Policy as considered audit observation and approved by the Board has been uploaded on the website of the Company at web link http:// www.winsometextile.com/files/pdf/68-63-file.pdf.

The information under Section 197 read with Rule 5(1), 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an

Annexure III & Annexure IV to the Board Report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2023 is available on the Company's website at web link http://www.winsometextile.com/annual-return.

The company maintained healthy, cordial and harmonious industrial relations at all levels.

The Company has been addressing various risks through well-defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company. The said policy is available on the website of the Company i.e. www.winsometextile.com.

The Company has laid down adequate internal financial controls with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.

Further, the Company has an adequate system of internal control system in place commensurate with its size and operations. It ensures that all transactions are authorized, recorded and reported correctly. To maintain its objectivity and independence, an in-house Internal

Audit Department of Company continuously monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies/SOP's at all the location of the Company. Significant and corrective actions thereon are presented to Audit

Committee. The Audit Committee regularly reviews the reports submitted by Internal Audit Department.

The Company has no Associates & Subsidiaries as on March 31, 2023.

The Company has its branch office in Poland, which is operational since F.Y. 2018-19 and catering to textile market in central Europe.

As per the provisions of Listing Regulations, a separate

Report on Corporate Governance practices followed by the Company together with a Certificate Practicing Company Secretary, confirming compliance forms part of this report. Furthermore, the Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India on Board Meetings and General Meetings.

As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure V to the Board's

Report.

The brief outline of the corporate social responsibility

(CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended. For other details regarding the CSR Committee, please refer to the

Corporate Governance Report, which is also part of this Annual Report. The CSR policy is available on website of Company at web link: http://www.winsometextile.com/ files/pdf/68-224-file.pdf.

SEBI, vide its order dated December 15, 2021 has restrained the company from accessing the securities market in any manner, whatsoever, for a period of 3 years from the date of the said order and also levied of a penalty of H4.40 Crores. The company has obtained a legal opinion that SEBI has erred in passing the said order and the companyhasfiledappeal with the appropriate forum and same is pending as on date.

Pursuant to the provisions of section 134(3)(c) and 134(5) of Companies Act, 2013, it is hereby confirmed that: in the preparation of annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed and that there are no material departures; the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit or loss of the Company for the year ended on that date; theDirectorshavetakenproperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the annual accounts have been prepared on a going concern basis; the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequately and operating effectively.

All Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to provisions of section 149 of Companies Act 2013 and under Listing Regulations, stating that they meet the criteria of independence as provided in said section/ relevant regulation.

None of the Directors of Company are disqualified under the provisions of section 164 of Companies Act 2013 & rules made there under. The Directors have made the requisite disclosures, as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“hereinafter referred to as Listing Regulations”).

The Company has constituted an Internal Complaint Committee (ICC) in all units of the company including corporate office to consider and resolve all sexual harassment complaints reported by any employees of the Company. The constitution of ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the committee includes external members from NGOs with relevant experience. Investigation is conducted and decisions made by ICC at respective location, and senior woman employee is the presiding officer over every case. Half of the total members of ICC are women. The details of complaints pertaining to sexual harassment that were filed, of and pending during the financial year are provided in the corporate governance report of this Annual Report.

There are no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

During the year under review, there is NIL disclosure as required under provisions of section 67 of Companies Act 2013.

No disclosure or reporting is made in respect of the following items as there were no transactions during the year under review:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or the Board under Section 143(12) of Act and Rules framed thereunder.

Neither there is revision in the Financial Statements nor there is any change in nature of business.

EQUAL OPPORTUNITY EMPLOYER disposed

Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities to all employees, workers without regard to their caste, creed, colour, marital status and sex.

Management discussion and analysis report, as required by Listing Regulations, forms part of the Annual Report.

The Directors take this opportunity to express their deep sense of gratitude to the Customers, stakeholders, Central and State Governments for their continued guidance and support. Your Directors wish to place on record their appreciation for the support, dedication and hard work put in by every member of WINSOME Family.