Submission of 43rd Annual Report of Winro Commercial (India) Limited for the Financial Year 2025-2026.

WINRO COMMERCIAL (INDIA) LTD. Regd. Off.: 209-210, Arcadia Building, 2nd Floor, 195, Nariman Point, Mumbai-400021. Tel:40198600 E-mail: winro.investor@gcvl.in, Web:www.winrocommercial.com CIN:L51226MH1983PLC165499 Date: 31.08.2026 Corporate Relationship Department BSE Limited P.J. Towers, 25th Floor, Dalal Street, Mumbai - 400 001 Ref: BSE Code: 512022 Regulation 34 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, Sub: Submission of Annual Report for the financial year 2025-2026 Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), enclosed herewith please find 43rd Annual Report of the Company for the financial year 2025-2026, which is being sent today i.e. 31st August, 2026 to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent/ Depositories. The 43rd Annual Report has been uploaded on the Company's website viz. https://www.winrocommercial.com/ Further, in compliance with Regulation 36(1)(b) of the SEBI Listing Regulations, a written communication is being sent to the Members whose e-mail addresses are not registered, providing them with the web link (along with the exact path and QR Code) to access the Notice of Annual General Meeting & Annual Report on the website of the Company. You are requested to kindly acknowledge receipt of the same. Thanking You, For Winro Commercial (India) Limited Ritesh Zaveri Whole Time Director DIN: 00054741 Encl: As above WINRO CCOOMMMMEERRCCIIAALL ((IINNDDIIAA)) LLIIMMIITTEEDD 4433RRDD ANNUAL REPORT 22002255--22002266 43RD ANNUAL REPORT 2025-2026 CORPORATE INFORMATION BOARD OF DIRECTORS AS ON 31ST MARCH, 2026 KEY MANAGERIAL PERSONNEL AS ON 31ST MARCH, Mr. Vallabh Prasad Biyani Chairperson - 2026 Independent Director Mr. Mithun Soni Chief Executive Officer Mr. Ritesh Zaveri Whole Time Director (Resigned w.e.f. 31.05.2026) Mr. Rohit Kothari Non-Executive (Promoter) Mr. Ritesh Zaveri Chief Financial Officer Director & Whole Time Director Mr. Hetal Khalpada Non-Executive Director Mr. Jitendra Parihar Company Secretary Mr. Sandeep Kumar Kejariwal Non-Executive Director & Compliance Officer Mrs. Rupal Vora Independent Director (Resigned w.e.f. 24.07.2026) BOARD COMMITTEES AS ON 31ST MARCH, 2026 AUDITORS AS ON 31ST MARCH, 2026 Audit Committee STATUTORY AUDITORS Mrs. Rupal Vora - Chairperson M/s. N.S. Gokhale & Co. Mr. Vallabh Prasad Biyani - Member Chartered Accountants Mr. Hetal Khalpada - Member 705-707, Fenkin 9, Behind Hotel Satkar Grande, Wagle Estate, Thane (West)- 400604 Stakeholders Relationship Committee Mr. Vallabh Prasad Biyani - Chairperson INTERNAL AUDITORS Mr. Sandeep Kumar Kejariwal - Member M/s. Nexdigm Private Limited Mr. Ritesh Zaveri - Member 20th Floor, Urmi Estate, 2001, 95, Nomination & Remuneration Committee Ganpatrao Kadam Marg, Lower Parel, Mumbai, Maharashtra 400013 Mrs. Rupal Vora - Chairperson Mr. Vallabh Prasad Biyani - Member SECRETARIAL AUDITORS Mr. Sandeep Kumar Kejariwal - Member M/s. Avani Gandhi & Associates Corporate Social Responsibility Committee Practicing Company Secretaries Mr. Hetal Khalpada - Chairperson 18, Neo Corporate Plaza, Ramchandra Road Extn, Mr. Vallabh Prasad Biyani - Member Opp. Kapol Wadi, Kanchpada, Malad (West)- 400064 Mr. Ritesh Zaveri - Member Risk Management Committee REGISTRAR & SHARE TRANSFER AGENT Mr. Hetal Khalpada - Chairperson MUFG Intime India Private Limited Mr. Sandeep Kumar Kejariwal - Member C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Mrs. Rupal Vora - Member Marg, Vikhroli West, Mumbai- 400 083 Mr. Mithun Soni - Member Telephone: +91-8108118484 Asset Liability Management Committee BANKERS Mr. Mithun Soni - Chairperson HDFC Bank Limited Mr. Vallabh Prasad Biyani - Member Mr. Sandeep Kumar Kejariwal - Member REGISTERED OFFICE Mr. Hetal Khalpada - Member 209-210, Arcadia Building, IT Strategy Committee 2nd Floor, Plot No. 195, Mr. Vallabh Prasad Biyani - Chairperson Nariman Point, Mumbai - 400021 Mr. Sandeep Kumar Kejariwal - Member Tele.: 022-40198600 Mr. Hetal Khalpada - Member WEBSITE IT Steering Committee www.winrocommercial.com Mr. Ritesh Zaveri - Chairperson Mr. Kapil Bhagwat - Member INVESTORS RELATIONS EMAIL ID Mr. Tushar Desai - Member winro.investor@gcvl.in Information Security Committee STOCK EXCHANGES WHERE COMPANY’S SHARES ARE Mr. Tushar Desai - Chairperson Mr. Manoj Dhopat - Member LISTED BSE Limited Mr. Ritesh Zaveri – Member Special Committee of the Board for Monitoring and CORPORATE IDENTIFICATION NUMBER follow-up of cases of Frauds (SCBMF) L51226MH1983PLC165499 Mr. Ritesh Zaveri - Chairperson Mr. Mithun Soni - Member Mr. Tushar Desai - Member Winro Commercial (India) Limited INDEX SR. CONTENTS Pg No. 1. Notice of Annual General Meeting 03 2. Directors’ Report 19 3. Annexures to Directors’ Report 35 4. Management Discussion & Analysis Report 40 5. Corporate Governance Report 59 6. Certificates and Statements 87 7. Independent Auditors Report on Standalone Financial Statements 92 8. Standalone Financial Statements 103 9. Financial Information of Subsidiaries & Associates (AOC-1) 170 10. Independent Auditors Report on Consolidated Financial Statements 172 11. Consolidated Financial Statements 180 43RD ANNUAL REPORT 2025-2026 NOTICE NOTICE IS HEREBY GIVEN THAT THE FORTY THIRD (‘43RD’) ANNUAL GENERAL MEETING (‘AGM’) OF THE MEMBERS OF WINRO COMMERCIAL (INDIA) LIMITED (‘COMPANY’) WILL BE HELD ON THURSDAY, 24TH DAY OF SEPTEMBER, 2026 AT 11.30 A.M. THROUGH VIDEO CONFERENCING (VC) FACILITY/OTHER AUDIO VISUAL MEANS (OAVM), TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: 1. To receive, consider and adopt: (a) the Audited Standalone Financial Statements of the Company for the year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended March 31, 2026, together with the Reports of the Auditors thereon. 2. To appoint a Director in place of Mr. Sandeep Kumar Kejariwal (DIN: 00053755), Non-Executive Director who retires by rotation and being eligible, seeks re-appointment. SPECIAL BUSINESS: 3. Re-appointment of Mrs. Rupal Vora (DIN: 07096253) as a Non-Executive Independent Director of the Company for a second term of five consecutive years. To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 (‘the Act’) read with Schedule IV of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), including any statutory modification(s) or re-enactment(s) thereof for the time being in force and the Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded for the re-appointment of Mrs. Rupal Vora (DIN: 07096253), who holds office as an Independent Director up to February 13, 2027 and who has submitted a declaration that she meets the criteria of independence as prescribed under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, as a Non-Executive Independent Director of the Company for the second term of five consecutive years from February 14, 2027 to February 13, 2032, whose office shall not be liable to retire by rotation; RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby severally authorised to d [Showing first 8,000 characters — download PDF for full document]