Directors Report of Billwin Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 12 ^th Annual Report together with the Audited
Financial Statements of the Company for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Billwin Industries Limited for the financial year 2024-25
are tabulated below:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Total Revenue	705.47	495.75
Less: Total Expenses including depreciation and interest	601.99	391.35
Profit Before Tax	97.13	104.40
Less: Tax Expenses:
Current Year Tax	26.01	26.28
Earlier Years Tax	3.14	-
Deferred Tax	0.03	(0.00)
Net Profit After Tax	67.94	78.12

BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS:

During the financial year 2024-25 the total revenue has been increased to ? 705.47/- Lakhs as
compared to the previous year i.e ? 495.75/- Lakhs. The Company’s net profit before tax is Rs.
97.13/- Lakhs as compared to Rs. 104.40 Lakhs in the previous years. The Company’s net profit
after tax for the current financial year is ? 67.94/- Lakhs as compared to ? 78.12 to the previous
year.

COMPANY OVERVIEW

We are engaged in the business of manufacturing of protective gears; these gears are basically rain
wears, life jackets and inflatable boats which are used in seas and other water bodies for the safety.
The raw material used to manufacture these protective gears is called Coated Fabric. We are also
involved in trading of the protective gears that we manufacture. Our product range includes
Rainwear Coat, Rain Jacket, Pulsar Jacket, Winter Jacket, River Raft Boat, Inflatable Boats Dinghys,
Sleeping Bags, School Bags, Life jackets, Rucksack, facial’s mask etc. The company in spite of many
challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit.
The management is of the opinion that in the coming future as the overall situation seems to be to be
improving and Directors are optimistic about Company’s business and hopeful of better performance
with increased revenue in next year.

TRANSFER TO RESERVE

The Company didn’t transfer any amount to the General Reserve for the financial year 2024-25.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2024-25.

SHARE CAPITAL:

Authorised Share Capital

The authorised share capital of the Company stands at Rs. 11,00,00,000 (Rupees Eleven Crores
only), divided into 1,10,00,000 (One Crore Ten Lakhs) equity shares of Rs. 10 (Rupees Ten only)
each.

Issued, Subscribed and Paid-up Share Capital

During the year the following changes were effected in the issued, subscribed and paid-up share
capital of the company.

The Board of Directors at its meeting held on 14^th June 2024 has approved the allotment of
20,49,000 (Twenty Lakhs Forty-Nine Thousand) equity shares on a rights basis to the eligible
existing shareholders of the Company at a price of ? 34/- per equity share (including a premium of
? 24/- per share), aggregating to ?6,96,66,000/- (Rupees Six Crores Ninety Six Lakhs Sixty Six
Thousands Only).

Consequent to the above allotment, the issued, subscribed and paid-up share capital of the
Company increased to ?4,17,97,240/- (Rupees Four Crores Seventeen Lakhs Ninety-Seven
Thousand Two Hundred Forty Only) comprising 41,79,724 (Forty-One Lakhs Seventy-Nine
Thousand Seven Hundred Twenty-Four) equity shares of ? 10/- each, as on 31^st March, 2025.

Further the Company has not issued shares with differential voting rights, sweat equity shares nor
has it granted any stock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been no Change in the nature of the business of your Company during the year under
review.

PUBLIC DEPOSIT''S:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2024-25.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope of work includes review of process for safeguarding the
assets of the Company, review of operational efficiency effectiveness of systems and processes, and
assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are
not applicable to your Company.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of

the Companies (Management and Administration) Rules, 2014, a copy of the annual return is
placed on the website of the Company and can be accessed at

https://www.billwinindustries.com/annual-returns/.

DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company has no holding or subsidiary Company, Joint Ventures or Associate Companies
during the year under review.

REASONS FOR VOLUNTARY REVISION OF FINANCIAL STATEMENT /BOARD’S REPORT

During the reporting period no revision of financial statement or Board Report was made in respect
of any of the preceding three financial year.

DIRECTOR S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 and loss of
the Company for the year under review;

iii) The Directors have 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 Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) 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;

vi) The Directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
& OUTGOINGS:

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2025 is given below:

Conservation of Energy

i) The steps taken or impact on conservation of energy;

The Company is taking due care for using electricity in the office. The Company usually
takes care for optimum utilization of energy. No capital investment on energy
conservation equipment made during the financial year.

ii) The steps taken by the Company for utilizing alternate sources of energy:

No alternate source utilized during the year

iii) The capital investment on energy conservation equipment’s:

There is no capital investment made by the Company on energy conservation
equipment’s.

Technology Absorption

i) the efforts made towards technology absorption: No specific activities have been done by
the Company.

ii) the benefits derived like product improvement, cost reduction, product development or
import substitution: No specific activity has been done by the Company.

iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): NA

iv) The expenditure incurred in Research and Development: Nil

Foreign Exchange Earnings and out-go

Details of Foreign Exchange Earnings and out-go are given in the notes no. 27 to the Financial
Statements for the financial year ended March 31, 2025.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financial year 2024-2025 were on an arm’s
length basis and in the ordinary course of business and the provisions of Section 188 of the
Companies Act, 2013 are not attracted. Further, during the year under review, there are no
materially significant related party transactions which may have a potential conflict with the
interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of
the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed as
an Annexure-A.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company’s
website and may be accessed at the link https://www.billwinindustries.com/policies/.

MATERIAL CHANGES AND COMMITMENTS:

Except as mentioned below, there are no significant events occurred between the end of the
financial year to which the financial statements relate and the date of this Report:

> Ms. Anjali Sapkal has resigned from the position of Non-Executive Independent Director with
effect from April 25, 2025.

> Mr. Rakesh Gurnomal Rohera (DIN: 11007862) has been appointed as an Additional Director,
in capacity Non-Executive Independent Director with effect from 12^th August, 2025.

AUDITORS:

M/s. Jay Gupta & Associates (Formerly Known as Gupta Agarwal & Associates) Chartered
Accountants, (FRN: 329001E) were appointed as the Statutory Auditor of the Company at the 10^th
Annual General Meeting of the Company held on 25^th September 2023 for a term of 5 consecutive
Years commencing from the conclusion of the 10 ^th Annual General Meeting till the conclusion of
the 15^th Annual General Meeting of the Company to be held in the year 2028.

AUDITOR’S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments under Section 134 of the Companies
Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules 2014, the Board of Directors of the Company has appointed M/s S.D.
SATAM & CO., Chartered Accountants as Internal Auditor of the Company for the financial year
2024-25.

SECRETARIAL AUDIT:

The Board had appointed M/s. S. A & Associates (C.P No. 3173), Practicing Company Secretary, to
carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit report is annexed herewith as “Annexure B”.

COST AUDITOR

The Board of Directors of the Company here confirmed that according to the Companies working
and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of
the Companies Act, 2013.

COST RECORDS

Your Company is not required to maintain Cost Records as specified by the Central Government
u/s 148 (1) of the Companies Act, 2013.

FRAUDS REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditor in their report have not reported any instances
of frauds committed in the Company by its Officers or Employees under section 143(12) of the
Companies Act, 2013.

DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Remuneration Policy:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section
178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein
the Company’s policy on Directors’/Key Managerial Personnel/other employee’s appointment and
remuneration by the Nomination and Remuneration Committee and approved by the Board of
Directors. As part of the policy, the Company strives to ensure that the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the
quality required to run the company successfully. The policy is available on the website of the
company https://www.billwinindustries.com/policies/.

a) CEO/Managing Director & CFO - Criteria for selection/appointment:

For the purpose of selection of the CEO/MD & CFO, the Remuneration Committee shall
identify persons of integrity who possess relevant expertise, experience and leadership
qualities required for the position and shall take into consideration recommendation, if any,
received from any member of the Board.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to
age and other qualifications as laid down under the Companies Act, 2013 or other applicable

laws.

b) Remuneration for the CEO/Managing Director & CFO:

At the time of appointment or re-appointment, the CEO/Managing Director & CFO shall be
paid such remuneration as may be mutually agreed between the Company (which includes
the A&R Committee and the Board of Directors) and the CEO/Managing Director & CFO
within the overall limits prescribed under the Companies Act, 2013.

The remuneration of the CEO/Managing Director & CFO comprises only of fixed component.
The fixed component comprises salary, allowances, perquisites, amenities and retrial
benefits.

c) Remuneration Policy for the Senior Management Employees:

In determining the remuneration of the Senior Management Employees (i.e. KMPs and
Executive Committee Members) the Remuneration Committee shall ensure the relationship of
remuneration and performance benchmark is clear. The Managing Director will carry out the
individual performance review based on the standard appraisal matrix and shall take into
account the appraisal score card and other factors mentioned herein-above, while
recommending the annual increment and performance incentive to the Remuneration
Committee for its review and approval.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and
SEBI Listing Regulations are as follows:

a. Code of conduct for director and senior management.

b. Policy on determining materiality of events.

c. Policy for determining material subsidiary.

d. Code of conduct for unpublished price sensitive information.

e. Code for disclosure on prohibition for insider trading.

f. Anti-Sexual harassment policy.

g. Code of Independent Directors.

h. Policy on Familiarisation of Independent Director.

i. Policy on preservation of documents.

j. Policy on whistle blower & vigil mechanism.

k. Policy on related party transactions.

l. Policy on Risk Management.

m. Role and Responsibilities Stakeholder Relationship and Investor Grievance Committee.

n. Nomination & Remuneration Policy.

o. Board Diversity Policy.

p. Criteria for making payment to Non-Executive Director
VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company is committed to adhere to the highest standards of ethical, moral and legal conduct
of business operations. In compliance with Section 177 of the Companies Act, 2013 and other
applicable provisions, the company has formulated a Vigil Mechanism/Whistle Blower Policy
(Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behaviour
in all its business activities and in line with the best governance practices.

This vigil mechanism provides for adequate safeguards against victimization of employees and
directors who avail of the vigil mechanism and also provide for direct access to the chairperson of
the Audit committee, in exceptional cases. The Company Secretary is the designated officer for
effective implementation of the policy and dealing with the complaints registered under the policy.
The policy is available on the website of the company https: //www.billwinindustries.com/policies/.

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
During the year under review, no complaints of sexual harassment have been received by the
company.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

Your company has in place the code of conduct to regulate, monitor and report trading by Directors
and Designated Employees in order to protect the investor’s interest as per Securities and
Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code
periodical disclosures and pre-clearances for trading in securities by the Directors, Designated
Employees and Connected Persons is regulated and monitored.

RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping,
trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is
being carried out to identify, evaluate, manage and monitoring of both business and non-business
risk. The Board periodically reviews the risks and suggests steps to be taken to control and
mitigate the same through a properly defined framework. Although, market conditions are likely to
remain competitive, future success will depend upon offering improved products through
technology innovation and productivity. The Company continues to invest in these areas. The
Company has the risk management and internal control framework in place commensurate with
the size of the Company. However, Company is trying to strengthen the same.

HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your
company focus on attracting and retaining the best possible talent. This attribute helps employees
garner a sense of brotherhood with the management which ultimately produces exemplary results
for the entire organization. Company’s manpower is a prudent mix of the experienced and youth
which gives the dual advantage of stability and growth. Entire work processes and skilled, semi¬
skilled and unskilled resources together with management team have enabled to implement your
company’s growth plans. Your Company believes that the human resources are a very important
part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and
other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is
available for outstation employees.

PARTICULARS OF EMPLOYEES:

As required under the Section 197 of Companies Act, 2013 and read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no
employee falling under the above category, thus no information is required to be given in the
report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25.

The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies
(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to
the median remuneration of the employee of the Company for the financial year 2024-25 forms
part of this report as “Annexure-C”.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status of the Company''s and its future operation.

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitably qualified,
experienced and competent. The members of the Board of Directors are persons with considerable
experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The
Company is benefitted by the experience and skills of the Board of Directors. The Independent
Directors have made disclosures to the Board confirming that there are no material, financial
and/or commercial transactions between them and the company which could have potential
conflict of interest with the company at large.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Director

During the period under review Mr. Aloke Das Gupta was appointed as a Director, in capacity of
Non-Executive Non-Independent Director with effect from 12th August, 2024. Further there is a
change in designation of Mr. Pritish Subrata Dey from Non-Executive Director to Whole Time
Director of the company for a period of 5 (Five) years with effect from August 26, 2024 to August
25, 2029.

Retirement by Rotation:

Mr. Pritish Subrata Dey (DIN: 08235311) Director, who retires by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment.

Resignation of Director:

During the period under review Mr. Aloke Das Gupta has resigned from the position of Non¬
Executive Non-Independent Director with effect from February 17, 2025.

Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

Appointment & Resignation of Key Managerial Personnel

During the period under review there were no such appointment or resignation of Key Managerial
Personnel being done in the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations confirming that they meet the criteria of
independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation
16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a
separate meeting on March 17, 2025 without the attendance of Non-Independent Director and
Members of management. All the Independent Directors were present at the said meeting. The
activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario,
the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable
them to take well informed decisions in a timely manner. The familiarization programme also seeks
to update the Directors on the roles, responsibilities, rights and duties under the Act and other
statutes.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policies and
strategies apart from other Board business. During the year, 12 (Twelve) Board Meetings were held.
The maximum time gap between any two consecutive meetings did not exceed 120 days. The
necessary quorums were present for all the meetings.

During the year under review the Board met Twelve (12) times. The details of the directors meeting
along with the attendance are as follows:

Sl No.	Date of Board Meeting	No. of Directors’ as on date of meeting	No. of Directors’ present at the meeting
1.	22nd April 2024	4	4
2.	9th May 2024	4	4
3.	18th May 2024	4	4
4.	22nd May 2024	4	4
5.	29th May 2024	4	4
6.	30th May 2024	4	4
7.	14th June 2024	4	4
8.	12th August 2024	4	4
9.	26th August 2024	5	5
10.	11th November 2024	5	5
11.	3rd February 2025	5	5
12.	17th February 2025	5	5

ANNUAL EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Companies Act, 2013. The
performance of the Board was evaluated by the board after seeking inputs from all the directors on
the basis of the criteria such as the board composition and structure, effectiveness of board
process, information and functioning etc. The Board was of the view that the performance of the
Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework
in its pro-growth activity. The Board also ensured that the Committee functioned adequately and
independently in terms of the requirements of the Companies Act, 2013. Further, the individual
directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013
and at the same time contributed with their valuable knowledge, experience and expertise to grab
the opportunity and counter the adverse challenges faced by the Company during the year.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

A) AUDIT COMMITTEE:

Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions
of the said section. These broadly includes (i) Develop an annual plan for Committee (ii) review of
financial reporting processes, (iii) review of risk management, internal control and governance
processes, (iv) discussions on half yearly and annual financial statements, (v) interaction with
statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms of
appointment of auditors and (vii) risk management framework concerning the critical operations of
the Company.

In addition to the above, the Audit Committee also reviews the following:

a) Matter included in the Director’s Responsibility Statement.

b) Changes, if any, in the accounting policies.

c) Major accounting estimates and significant adjustments in financial statement.

d) Compliance with listing and other legal requirements concerning financial statements.

e) Disclosures in financial statement including related party transactions,

f) Qualification in draft audit report.

g) Scrutiny of inter-corporate loans & investments.

h) Management’s Discussions and Analysis of Company’s operations.

i) Valuation of undertakings or assets of the company, wherever it is necessary.

j) Letters of Statutory Auditors to management on internal control weakness, if any.

k) Major non routine transactions recorded in the financial statements involving exercise of
judgement by the management.

l) Recommend to the Board the appointment, re-appointment and, if required the replacement
or removal of the statutory auditors considering their independence and effectiveness, and
recommend the audit fees.

m) Subject to review by the Board of Directors, review on quarterly basis, Related Party
Transactions entered into by the Company pursuant to each omnibus approval given.

Committee Constitution is as follows:

The Audit Committee consists following member. All members of the Audit Committee are
financially literate and they have accounting or related financial management expertise.

Sr. No.	Name	Designation	No of Meeting held	No of Meeting attended
1	Ms. Anjali Sapkal	Chairman	5	5
2	Mr. Pritish Subrata Dey	Member	5	5
3	Mr. Rasik Jadavii Thakkar	Member	5	5
4	Mr. Subrata Dey	Member	5	5

During the financial year under review 5 (Five) meetings were held on the following dates:
22.04.2024, 22.05.2024, 26.08.2024, 11.11.2024 and 10.02.2025.

B) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in
conformity with the provisions of the said Section.

Terms of Reference:

The Committee is empowered:-

a. Formulation of the criteria for determining the qualifications, positive attributes and

independence of Director;

b. Identification and assessing potential individuals with respect to their expertise, skills,
attributes, personal and professional standing for appointment and re-appointment as
Directors / Independent Directors on the Board and as Key Managerial Personnel’s;

c. Support Board in evaluation of performance of all the Directors & in annual self-assessment
of the Board’s overall performance;

d. Conduct Annual performance review of MD and CEO and Senior Management Employees;

e. Administration of Employee Stock Option Scheme (ESOS);

f. Formulate a policy relating to remuneration for the Directors, Committee and also the
Senior Management Employees.

Composition of the Nomination & Remuneration Committee is as follows:

Sr. No.	Name	Designation	No of Meeting held	No of Meeting attended
1	Ms. Aniali Sapkal	Chairman	3	3
2	Mr. Pritish Subrata Dey*	Member	3	2
3	Mr. Rasik Jadavji Thakkar	Member	3	3
4	Mr. Aloke Dasgupta**	Member	1	1

*During the year under review Mr. Pritish Subrata Dey removed from the committee w.e.f August

26.2024

**Mr. Aloke Dasgupta is appointed to the committee w.e.f August 26, 2024

Further During the year under review 3 (Three) meetings were held on the following dates:

12.08.2024 and 26.08.2024, 16.02.2025.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following Directors as given below. The
Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the
Committee is as follows:
i) Terms of Reference:

The terms of reference of the Committee includes the following:

a) To review all complaint recorded in Scores of SEBI and replies made to the same by
RTA/Company Secretary.

b) To receive report on all complaints recorded in SCORES of the Registrar and Share
Transfer Agent and note the corrective actions taken by the Registrars.

c) To take action of all grievances and complaints lodged by the stock exchange,
shareholders associations and other bodies.

d) To review grievances of other stakeholders of the Company given in their individual
capacity.

e) Overview activities relating to share maintenance and related work.

The composition of Share Transfer/Investor Grievance Committee is as follows:

Sr. No.	Name	Designation	No of Meeting held	No of Meeting attended
1	Mr. Rasik Jadavji Thakkar	Chairman	4	4
2	Ms. Aniali Sapkal	Member	4	4
3	Mr. Pritish Subrata Dey	Member	4	4

During the year under review 4 (Four) meetings were held on the following dates: 22.05.2024,
26.08.2024, 11.11.2024 and 10.02.2025.

DETAILS OF INVESTOR’S GRIEVANCES/ COMPLAINTS

The Company has not received any complaints during the year. The pending complaints of the
Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^st
March, 2025 are NIL.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013
wherever applicable, are given in the notes to the Financial Statements.

LISTING OF THE COMPANY UNDER SME PLATFORM OF BSE LIMITED:

The Company is now listed on the SME Platform of the BSE with effect from June 30, 2020. At
present, the equity shares of the Company are listed on the following Stock Exchanges:

BSE Limited
Stock Code: 543209
P.J.Towers, Dalal Street
Mumbai - 400 001

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The
ISIN No. INE0CRS01012 has been allotted for the Company. 100% of the Company''s Paid-up Share
Capital is in dematerialized form as on 31^st March, 2025.

SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer
Agent (RTA). M/s. Bigshare Services Pvt. Ltd. is your Company''s RTA. All share transfer requests,
demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney,
etc. should be addressed to the registrar and transfer agents.

CORPORATE INDENTIFICATION NUMBER

The Company’s CIN as allotted by the Ministry of Corporate Affairs (“MCA”) is
L18104MH2014PLC252842

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and Designated Employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or
sale of Company shares by the Directors and the Designated Employees while in possession of
Unpublished Price Sensitive Information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the Designated Employees have confirmed compliance with the Code.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Management’s discussion and
analysis is presented in a separate section forming part of the Annual Report as “Annexure-D”.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise Platform (BSE SME PLATFORM) is
exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no
corporate governance report is disclosed in this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an
environmental, social and governance perspective is not applicable to the Company, for the
Financial Year 2024-25 as per the SEBI Notification dated 22 December, 2015 and Frequently
Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

If female employees exist the Company declares that it has duly complied with the provisions of the
Maternity Benefits Act, 1961. All eligible women employees have been extended the statutory
benefits prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible return-to-
work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and senior management personnel
which is available on https://www.billwinindustries.com/wp-content/uploads/2020/04/01.-Code-
of-Conduct-for-Directors-Senior-Management.pdf. All Board members and Senior Management
Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the
applicable Code of Conduct.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

No application has been made or any proceeding is pending under the IBC-2016.

DIFFERENCE IN VALUATION:

During the period under review, the Company has never made any one-time settlement against the loans
obtain from banks and financial institution and hence this clause is not applicable.

CAUTIONARY NOTE:

The statements forming part of the Director''s Report may contain certain forward-looking remarks
within the meaning of applicable securities laws and regulations. Many factors could cause the
actual performances or achievements of the company to be materially different from any future
results, performances or achievements that may be expressed or implied by such forward looking
statements.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors and
members during the year under review. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the Company''s executives, staff and workers.

Registered Office: By Order of the Board of Directors

79, Vishal Industrial Estate, For Billwin Industries Limited

Village Road, Bhandup West,

Mumbai - 400 078, Sd/- Sd/-

Maharashtra, India. Subrata Dey Pritish Subrata Dey

Managing Director Whole Time Director

DIN:06747042 DIN:08235311

Place: Mumbai
Date: 29.08.2025

---

Mar 31, 2024

Your Directors have pleasure in presenting their 11^th Annual Report together with the Audited
Financial Statements of the Company for the Financial Year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Billwin Industries Limited for the financial year 2023-24
are tabulated below:

(Rs. In Lakhs)

Particulars	2023-24	2022-23
Total Revenue	495.75	482.39
Less: Total Expenses including depreciation and interest	391.35	381.93
Profit Before Tax	104.40	100.45
Less: Tax Expenses:
Current Year Tax	26.28	25.38
Earlier Years Tax	-	0.97
Deferred Tax	(0.00)	(0.09)
Net Profit After Tax	78.12	74.21

BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS:

During the financial year 2023-24 the total revenue has been increased to ? 495.75/- Lakhs as
compared to the previous year i.e ? 482.39/- Lakhs. The Company’s net profit before tax is Rs.
104.40/- Lakhs as compared to Rs. 100.45 Lakhs in the previous years. The Company’s net profit
after tax for the current financial year is ? 78.12/- Lakhs as compared to ? 74.21 to the previous
year.

COMPANY OVERVIEW

We are engaged in the business of manufacturing of protective gears; these gears are basically rain
wears, life jackets and inflatable boats which are used in seas and other water bodies for the safety.
The raw material used to manufacture these protective gears is called Coated Fabric. We are also
involved in trading of the protective gears that we manufacture. Our product range includes
Rainwear Coat, Rain Jacket, Pulsar Jacket, Winter Jacket, River Raft Boat, Inflatable Boats Dinghys,
Sleeping Bags, School Bags, Life jackets, Rucksack, facial’s mask etc. The company in spite of many
challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit.
The management is of the opinion that in the coming future as the overall situation seems to be to be
improving and Directors are optimistic about Company’s business and hopeful of better performance
with increased revenue in next year.

TRANSFER TO RESERVE

The Company didn’t transfer any amount to the General Reserve for the financial year 2023-24.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2023-24.

SHARE CAPITAL:

During the year following changes took place in the capital structure of the company:

> Authorised Share Capital

The Authorised Share Capital of your Company during the Year has increased from Rs.
3,00,00,000 comprising of 30,00,000 Equity Shares of Rs. 10/- each to Rs. 11,00,00,000
comprising of 1,10,00,000 Equity Shares of Rs. 10/- each vide ordinary resolution passed at
the Extra Ordinary General meeting held on April 05, 2023.

> Issued, Subscribed and Paid up Share Capital

There has been no change in the Issued, Subscribed and Paid up Share Capital of your
Company during the year, thus, the current Issued, Subscribed and Paid up Share Capital of
the Company as on March 31, 2024 was Rs. 2,13,07,240/- comprising of 21,30,724 Equity
Shares of Rs. 10/- each.

Further the Company has not issued shares with differential voting rights, sweat equity shares nor
has it granted any stock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been no Change in the nature of the business of your Company during the year under
review.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2023-24.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope of work includes review of process for safeguarding the
assets of the Company, review of operational efficiency effectiveness of systems and processes, and
assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are
not applicable to your Company.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, a copy of the annual return is
placed on the website of the Company and can be accessed at

https: //www.billwinindustries.com/annual-returns/.

DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company has no holding or subsidiary Company, Joint Ventures or Associate Companies
during the year under review.

REASONS FOR VOLUNTARY REVISION OF FINANCIAL STATEMENT /BOARD’S REPORT

During the reporting period no revision of financial statement or Board Report was made in respect
of any of the preceding three financial year.

DIRECTOR S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 and loss of
the Company for the year under review;

iii) The Directors have 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 Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) 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;

vi) The Directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
& OUTGOINGS:

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2024 is given below:

Conservation of Energy

i) The steps taken or impact on conservation of energy;

The Company is taking due care for using electricity in the office. The Company usually
takes care for optimum utilization of energy. No capital investment on energy
conservation equipment made during the financial year.

ii) The steps taken by the Company for utilizing alternate sources of energy:

No alternate source utilized during the year

iii) The capital investment on energy conservation equipment’s:

There is no capital investment made by the Company on energy conservation
equipment’s.

Technology Absorption

i) the efforts made towards technology absorption: No specific activities have been done by
the Company.

ii) the benefits derived like product improvement, cost reduction, product development or
import substitution: No specific activity has been done by the Company

iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): NA

iv) The expenditure incurred in Research and Development: Nil

Foreign Exchange Earnings and out-go

There is a foreign exchange out-go amounting to Rs. 0.35 Lakhs for purchase of Raw Material and
there is no earning during the financial year ended March 31, 2024.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financial year 2023-2024 were on an arm’s
length basis and in the ordinary course of business and the provisions of Section 188 of the
Companies Act, 2013 are not attracted. Further, during the year under review, there are no
materially significant related party transactions which may have a potential conflict with the
interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of
the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not
applicable to the Company.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company’s
website and may be accessed at the link https: //www.billwinindustries.com/policies/.

The details of the transactions with related parties pursuant to Accounting Standard during
financial year 2023-24 are provided in notes to the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS:

Except as mentioned below, there are no significant events occurred during the financial year after
the date of financial statements:

> The Company in its Board Meeting held on June 14, 2024, passed Board resolution for
allotment of 20,49,000 equity shares by way of Right issue on right basis to the eligible existing
equity shareholders of the company at a price of Rs. 34/- (Rupees Thirty Four only) per Equity
Share (including premium of Rs. 24/- (Rupees Twenty Four only) per Equity Share, aggregating
to 6,96,66,000/- (Rupees Six Crores Ninety Six Lakhs Sixty Six Thousands only).

> Mr. Aloke Das Gupta has been appointed as an Additional Director, in capacity Non-Executive
Non-Independent Director with effect from 12^th August, 2024.

AUDITORS:

M/s. Jay Gupta & Associates (Formerly Known as Gupta Agarwal & Associates) Chartered
Accountants, (FRN: 329001E) were appointed as the Statutory Auditor of the Company at the 10^th
Annual General Meeting of the Company held on 25^th September 2023 for a term of 5 consecutive
Years commencing from the conclusion of the 10^th Annual General Meeting till the conclusion of
the 15^th Annual General Meeting of the Company to be held in the year 2028.

AUDITOR’S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments under Section 134 of the Companies
Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules 2014, the Board of Directors of the Company has appointed M/s S.D.
SATAM & CO., Chartered Accountants as Internal Auditor of the Company for the financial year
2023-24.

SECRETARIAL AUDIT:

The Board had appointed M/s. S. A & Associates (C.P No. 3173), Practicing Company Secretary, to
carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit report is annexed herewith as “Annexure A”.

COST AUDITOR

The Board of Directors of the Company here confirmed that according to the Companies working
and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of
the Companies Act, 2013.

COST RECORDS

Your Company is not required to maintain Cost Records as specified by the Central Government
u/s 148 (1) of the Companies Act, 2013.

FRAUDS REPORTED BY THE AUDITORS

The Company’s Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported
any instance of fraud during the period under review.

DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Remuneration Policy:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section
178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein
the Company’s policy on Directors’/Key Managerial Personnel/other employee’s appointment and
remuneration by the Nomination and Remuneration Committee and approved by the Board of
Directors. As part of the policy, the Company strives to ensure that the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the
quality required to run the company successfully. The policy is available on the website of the
company https: //www.billwinindustries.com/policies/.

a) CEO/Managing Director & CFO - Criteria for selection/appointment:

For the purpose of selection of the CEO/MD & CFO, the Remuneration Committee shall
identify persons of integrity who possess relevant expertise, experience and leadership
qualities required for the position and shall take into consideration recommendation, if any,
received from any member of the Board.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to
age and other qualifications as laid down under the Companies Act, 2013 or other applicable
laws.

b) Remuneration for the CEO/Managing Director & CFO:

At the time of appointment or re-appointment, the CEO/Managing Director & CFO shall be
paid such remuneration as may be mutually agreed between the Company (which includes
the A&R Committee and the Board of Directors) and the CEO/Managing Director & CFO
within the overall limits prescribed under the Companies Act, 2013.

The remuneration of the CEO/Managing Director & CFO comprises only of fixed component.
The fixed component comprises salary, allowances, perquisites, amenities and retrial
benefits.

c) Remuneration Policy for the Senior Management Employees:

In determining the remuneration of the Senior Management Employees (i.e. KMPs and
Executive Committee Members) the Remuneration Committee shall ensure the relationship of
remuneration and performance benchmark is clear. The Managing Director will carry out the
individual performance review based on the standard appraisal matrix and shall take into
account the appraisal score card and other factors mentioned herein-above, while
recommending the annual increment and performance incentive to the Remuneration
Committee for its review and approval.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and
SEBI Listing Regulations are as follows:

a. Code of conduct for director and senior management

b. Policy on determining materiality of events

c. Policy for determining material subsidiary

d. Code of conduct for unpublished price sensitive information

e. Code for disclosure on prohibition for insider trading

f. Anti-Sexual harassment policy

g. Code of Independent Directors

h. Policy on Familiarisation of Independent Director

i. Policy on preservation of documents

j. Policy on whistle blower & vigil mechanism

k. Policy on related party transactions

l. Policy on Risk Management

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company is committed to adhere to the highest standards of ethical, moral and legal conduct
of business operations. In compliance with Section 177 of the Companies Act, 2013 and other
applicable provisions, the company has formulated a Vigil Mechanism/Whistle Blower Policy
(Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behaviour
in all its business activities and in line with the best governance practices.

This vigil mechanism provides for adequate safeguards against victimization of employees and
directors who avail of the vigil mechanism and also provide for direct access to the chairperson of
the Audit committee, in exceptional cases. The Company Secretary is the designated officer for
effective implementation of the policy and dealing with the complaints registered under the policy.
The policy is available on the website of the company https: //www.billwinindustries.com/policies/.

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
During the year under review, no complaints of sexual harassment have been received by the
company.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

Your company has in place the code of conduct to regulate, monitor and report trading by Directors
and Designated Employees in order to protect the investor’s interest as per Securities and
Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code
periodical disclosures and pre-clearances for trading in securities by the Directors, Designated
Employees and Connected Persons is regulated and monitored.

RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping,
trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is
being carried out to identify, evaluate, manage and monitoring of both business and non-business
risk. The Board periodically reviews the risks and suggests steps to be taken to control and
mitigate the same through a properly defined framework. Although, market conditions are likely to
remain competitive, future success will depend upon offering improved products through
technology innovation and productivity. The Company continues to invest in these areas. The
Company has the risk management and internal control framework in place commensurate with
the size of the Company. However, Company is trying to strengthen the same.

HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your
company focus on attracting and retaining the best possible talent. This attribute helps employees
garner a sense of brotherhood with the management which ultimately produces exemplary results
for the entire organization. Company’s manpower is a prudent mix of the experienced and youth
which gives the dual advantage of stability and growth. Entire work processes and skilled, semi¬
skilled and unskilled resources together with management team have enabled to implement your
company’s growth plans. Your Company believes that the human resources are a very important
part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and
other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is
available for outstation employees.

PARTICULARS OF EMPLOYEES:

As required under the Section 197 of Companies Act, 2013 and read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no
employee falling under the above category, thus no information is required to be given in the
report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24.

The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies
(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to
the median remuneration of the employee of the Company for the financial year 2023-24 forms
part of this report as “Annexure-B”.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status of the Company''s and its future operation.

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitably qualified,
experienced and competent. The members of the Board of Directors are persons with considerable
experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The
Company is benefitted by the experience and skills of the Board of Directors. The Independent
Directors have made disclosures to the Board confirming that there are no material, financial
and/or commercial transactions between them and the company which could have potential
conflict of interest with the company at large.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Director

During the period under review there were no such directors being appointed in the company.
Retirement by Rotation:

Mr. Pritish Subrata Dey (DIN: 08235311) Director, who retires by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment.

Resignation of Director:

During the period under review there were no such Director being resigned from the Company.
Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

Appointment & Resignation of Key Managerial Personnel

During the period under review there were no such appointment or resignation of Key Managerial
Personnel being done in the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations confirming that they meet the criteria of
independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation
16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a
separate meeting on March 17, 2024 without the attendance of Non-Independent Director and
Members of management. All the Independent Directors were present at the said meeting. The
activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario,
the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable
them to take well informed decisions in a timely manner. The familiarization programme also seeks
to update the Directors on the roles, responsibilities, rights and duties under the Act and other
statutes.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policies and
strategies apart from other Board business. During the year, 8 (Eight) Board Meetings were held.
The maximum time gap between any two consecutive meetings did not exceed 120 days. The
necessary quorums were present for all the meetings.

During the year under review the Board met Eight(8) times. The details of the directors meeting
along with the attendance are as follows:

Sl No.	Date of Board Meeting	No. of Directors’ as on date of meeting	No. of Directors’ present at the meeting
1.	30th May 2023	4	4
2.	27th June 2023	4	4
3.	29th July 2023	4	4
4.	22nd August 2023	4	4
5.	25th September 2023	4	4
6.	13th November 2023	4	4
7.	15th February 2024	4	4
8.	18th March 2024	4	4

ANNUAL EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Companies Act, 2013. The
performance of the Board was evaluated by the board after seeking inputs from all the directors on
the basis of the criteria such as the board composition and structure, effectiveness of board
process, information and functioning etc. The Board was of the view that the performance of the
Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework
in its pro-growth activity. The Board also ensured that the Committee functioned adequately and
independently in terms of the requirements of the Companies Act, 2013. Further, the individual
directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013
and at the same time contributed with their valuable knowledge, experience and expertise to grab
the opportunity and counter the adverse challenges faced by the Company during the year.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

A) AUDIT COMMITTEE:

Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions
of the said section. These broadly includes (i) Develop an annual plan for Committee (ii) review of
financial reporting processes, (iii) review of risk management, internal control and governance
processes, (iv) discussions on half yearly and annual financial statements, (v) interaction with

statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms of
appointment of auditors and (vii) risk management framework concerning the critical operations of
the Company.

In addition to the above, the Audit Committee also reviews the following:

a) Matter included in the Director’s Responsibility Statement.

b) Changes, if any, in the accounting policies.

c) Major accounting estimates and significant adjustments in financial statement.

d) Compliance with listing and other legal requirements concerning financial statements.

e) Disclosures in financial statement including related party transactions,

f) Qualification in draft audit report.

g) Scrutiny of inter-corporate loans & investments.

h) Management’s Discussions and Analysis of Company’s operations.

i) Valuation of undertakings or assets of the company, wherever it is necessary.

j) Letters of Statutory Auditors to management on internal control weakness, if any.

k) Major non routine transactions recorded in the financial statements involving exercise of
judgement by the management.

l) Recommend to the Board the appointment, re-appointment and, if required the replacement
or removal of the statutory auditors considering their independence and effectiveness, and
recommend the audit fees.

m) Subject to review by the Board of Directors, review on quarterly basis, Related Party
Transactions entered into by the Company pursuant to each omnibus approval given.

Committee Constitution is as follows:

The Audit Committee consists following member. All members of the Audit Committee are
financially literate and they have accounting or related financial management expertise.

Sr. No.	Name	Designation	No of Meeting held	No of Meeting attended
1	Ms. Anjali Sapkal	Chairman	5	5
2	Mr. Pritish Subrata Dey	Member	5	5
3	Mr. Rasik Jadavji Thakkar	Member	5	5
4	Mr. Subrata Dey	Member	5	5

During the year under review 5 (Five) meetings were held on the following dates: 30.05.2023,
22.07.2023, 22.08.2023, 13.11.2023 and 18.03.2024.

B) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in
conformity with the provisions of the said Section.

Terms of Reference:

The Committee is empowered:-

a. Formulation of the criteria for determining the qualifications, positive attributes and
independence of Director;

b. Identification and assessing potential individuals with respect to their expertise, skills,
attributes, personal and professional standing for appointment and re-appointment as
Directors / Independent Directors on the Board and as Key Managerial Personnel’s;

c. Support Board in evaluation of performance of all the Directors & in annual self-assessment
of the Board’s overall performance;

d. Conduct Annual performance review of MD and CEO and Senior Management Employees;

e. Administration of Employee Stock Option Scheme (ESOS);

f. Formulate a policy relating to remuneration for the Directors, Committee and also the

Senior Management Employees.

Composition of the Nomination & Remuneration Committee is as follows:

Sr. No.	Name	Designation	No of Meeting held	No of Meeting attended
1	Ms. Anjali Sapkal	Chairman	2	2
2	Mr. Pritish Subrata Dey	Member	2	2
3	Mr. Rasik Jadavji Thakkar	Member	2	2

During the year under review 2 (Two) meetings were held on the following dates: 22.08.2023 and
13.11.2023.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following Directors as given below. The
Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the
Committee is as follows:
i) Terms of Reference:

The terms of reference of the Committee includes the following:

a) To review all complaint recorded in Scores of SEBI and replies made to the same by
RTA/Company Secretary.

b) To receive report on all complaints recorded in SCORES of the Registrar and Share
Transfer Agent and note the corrective actions taken by the Registrars.

c) To take action of all grievances and complaints lodged by the stock exchange,
shareholders associations and other bodies.

d) To review grievances of other stakeholders of the Company given in their individual
capacity.

e) Overview activities relating to share maintenance and related work.

The composition of Share Transfer/Investor Grievance Committee is as follows:

Sr. No.	Name	Designation	No of Meeting held	No of Meeting attended
1	Mr. Rasik Jadavji Thakkar	Chairman	4	4
2	Ms. Anjali Sapkal	Member	4	4
3	Mr. Pritish Subrata Dey	Member	4	4

During the year under review 4 (Four) meetings were held on the following dates: 30.05.2023,
22.08.2023, 13.11.2023 and 18.03.2024.

Details of Investor''s grievances/ Complaints

The Company has not received any complaints during the year. The pending complaints of the
Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^st
March, 2024 are NIL.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013
wherever applicable, are given in the notes to the Financial Statements.

LISTING OF THE COMPANY UNDER SME PLATFORM OF BSE LIMITED:

The Company is now listed on the SME Platform of the BSE with effect from June 30, 2020. At
present, the equity shares of the Company are listed on the following Stock Exchanges:

BSE Limited
Stock Code: 543209
P.J.Towers, Dalal Street
Mumbai - 400 001

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The
ISIN No. INE0CRS01012 has been allotted for the Company. 100% of the Company''s Paid-up Share
Capital is in dematerialized form as on 31^st March, 2024.

SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer
Agent (RTA). M/s. Bigshare Services Pvt. Ltd., is your Company''s RTA. All share transfer requests,
demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney,
etc. should be addressed to the registrar and transfer agents.

CORPORATE INDENTIFICATION NUMBER

The Company’s CIN as allotted by the Ministry of Corporate Affairs (“MCA”) is
L18104MH2014PLC252842

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and Designated Employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or
sale of Company shares by the Directors and the Designated Employees while in possession of
Unpublished Price Sensitive Information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the Designated Employees have confirmed compliance with the Code.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Management’s discussion and
analysis is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise Platform (BSE SME PLATFORM) is
exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no
corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the
Company follows Majority of the provisions of the corporate governance voluntarily.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules,
2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares
are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of
IND-AS w.e.f. 1st April, 2017. As your Company is listed on SME Platform of BSE Limited, is
covered under the exempted category and is not required to comply with IND-AS for preparation of
financial statements beginning with period on or after 1st April, 2017.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an
environmental, social and governance perspective is not applicable to the Company, for the
Financial Year 2023-24 as per the SEBI Notification dated 22 December, 2015 and Frequently
Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and senior management personnel
which is available on https://www.billwinindustries.com/wp-content/uploads/2020/04/01.-Code-
of-Conduct-for-Directors-Senior-Management.pdf. All Board members and Senior Management
Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the
applicable Code of Conduct.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

No application has been made or any proceeding is pending under the IBC-2016.

DIFFERENCE IN VALUATION:

During the period under review, the Company has never made any one-time settlement against the loans
obtain from banks and financial institution and hence this clause is not applicable.

CAUTIONARY NOTE:

The statements forming part of the Director''s Report may contain certain forward-looking remarks
within the meaning of applicable securities laws and regulations. Many factors could cause the
actual performances or achievements of the company to be materially different from any future
results, performances or achievements that may be expressed or implied by such forward looking
statements.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors and
members during the year under review. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the Company''s executives, staff and workers.

Registered Office: By Order of the Board of Directors

Registered Office: For Billwin Industries Limited

79, Vishal Industrial Estate,

Village Road, Bhandup West,

Mumbai - 400 078, Subrata Dey Pritish Subrata Dey

Maharashtra, India. Managing Director Director

DIN: 06747042 DIN: 08235311

Place: Mumbai
Date: 26.08.2024