Winro Commercial (India) Ltd. — Proxy Solicitation & Information Statement 2025

Feb 15, 2025

WINRO COMMERCIAL (INDIA) LTD.

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Regd. Off.: 209-210, Arcadia Building, 2[nd] Floor, 195, Nariman Point, Mumbai-400021. Tel:40198600 Fax:40198650 E-mail:winro.investor@gcvl.in, Web: www.winrocommercial.com CIN:L51226MH1983PLC165499

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Date: 15.02.2025

To, Corporate Relationship Department BSE Limited P.J. Towers, 25[th] Floor, Dalal Street, Mumbai - 400 001

Dear Sir/Madam,

Ref: BSE Code: 512022

Sub: Intimation under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith the copy of the Postal Ballot Notice seeking approval of the Shareholders of the Company, by way of remote e-voting process (e-voting) for:

Item No.	Description of the Resolution
1	Re-appointment of Mr. Vallabh Prasad Biyani (DIN: 00043358) as the Non-Executive Independent Director of the Companyfor second term of consecutive 5years.
2	Appointment of Mr. Rohit Kothari (DIN: 00054811) as the Non-Executive Director of the Company.

In compliance with the applicable circulars, this postal ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members / Register of Beneficial Owners as on the Cut-off date i.e. Friday, February 7, 2025. The Postal Ballot Notice is also available on the Company's website viz. www.winrocommercial.com.

Thanking You,

FOR WINRO COMMERCIAL (INDIA) LIMITED

JITENDRA Digitally signed by JITENDRA PARIHAR PARIHAR Date: 2025.02.15 11:49:57 +05'30'

JITENDRA PARIHAR COMPANY SECRETARY & COMPLIANCE OFFICER MEM NO. A40734

Encl: As above

WINRO COMMERCIAL (INDIA) LIMITED

CIN : L51226MH1983PLC165499 Registered Office: 209-210 Arcadia Building, 2[nd] Floor, N.C.P.A Marg, 195, Nariman Point, Mumbai – 400021 Phone : 022 – 40198600, Fax : 022 – 40198650 E-Mail : winro.investor@gcvl.in Website : www.winrocommercial.com

POSTAL BALLOT NOTICE

[Notice pursuant to Section 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

	E-VOTING STARTS ON		E-VOTING ENDS ON
Sunday, February 16, 2025, at 9:00 A.M. (IST)		Monday, March 17, 2025, at 5:00 P.M. (IST)

Dear Member(s),

NOTICE (“Notice” or “Postal Ballot Notice”) is hereby given pursuant to Section 108, 110 of the Companies Act, 2013 (“Act” / “Companies Act”) other applicable provisions of the Act, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by Institute of Company Secretaries of India, as amended and other applicable laws and regulations (including any statutory modification or re-enactment thereof) read with General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No.17/2020 dated 13[th] April, 2020, General Circular No. 22/2020 dated 15[th] June, 2020, General Circular No. 33/2020 dated 28[th] September, 2020, General Circular No. 39/2020 dated 31st December, 2020, General Circular No. 02/2021 dated 13[th] January, 2021, General Circular No. 10/2021 dated 23[rd] June, 2021, General Circular No. 20/2021 dated 8[th] December, 2021, General Circular No. 03/2022 dated 5[th] May, 2022, General Circular No. 11/2022 dated 28[th] December, 2022, General Circular No. 09/2023 dated 25[th] September, 2023 and General Circular No. 09/2024 dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024 issued by SEBI for seeking consent of the shareholders / members of Winro Commercial (India) Limited (“the Company” or “WCIL”), to pass the proposed resolutions mentioned below through Postal Ballot by way of remote electronic voting (“E-voting”).

An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and rationale thereof, is appended to this Postal Ballot Notice.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Company has appointed M/s. Avani Gandhi and Associates, Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot through e-voting process in a fair and transparent manner and the Company has engaged National Securities Depository Limited (NDSL) for facilitating the remote e-

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voting facility. The remote e-voting period commences on Sunday, February 16, 2025 (9.00 AM Indian Standard Time) and ends on Monday, March 17, 2025 (5.00 PM Indian Standard Time) and the e- voting module will be disabled / blocked after 5.00 PM on Monday, March 17, 2025 i.e. voting shall not be allowed beyond the said date and time. The cut-off date for the purpose of determining eligibility of members for voting has been fixed as Friday, February 07, 2025.

The Scrutinizer, after completion of scrutiny, will submit her report to the Chairperson or any Director or in their absence to the Company Secretary of the Company, as may be authorized by the Board in this regard. The result of the Postal Ballot will be announced by the Chairperson or any person authorized by the Chairperson in writing on or before 5.00 P.M. on Wednesday, March 19, 2025, at the Company’s registered office at Mumbai. The results, together with the Scrutinizer’s report, will be displayed at the registered office and on the website of the Company i.e., www.winrocommercial.com besides being communicated to BSE Limited on which the equity shares of the Company are listed.

The members of the Company are hereby informed that, Ministry of Corporate Affairs and SEBI LODR Regulations through their respective circulars, has allowed the Companies to send notice only by e- mail to its shareholders who have registered their e-mail address with the company or depository participant/ Registrar & Transfer Agents (RTA). Accordingly, this notice is being sent only by e-mail to the members of the Company who have registered their e-mail address with the Company or depository participant/ Registrar & Transfer Agents (RTA) as on the cut-off date i.e. i.e. Friday, February 07, 2025. In view of enabling provisions of the MCA Circulars, hard copy of this notice, postal ballot form and postage pre-paid reply envelope are not sent to the members and the members are requested to convey their assent or dissent only through remote e-voting. The remote e-voting facility is available at www.evoting.nsdl.com being the e-voting platform of National Securities Depository Limited (NSDL). If your e-mail address is not so registered, you are requested to follow the process specified in the notes below to receive login ID/password for remote e-voting.

Members may note that the Notice of the Postal Ballot will also be available on the Company’s website www.winrocommercial.com, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of NSDL www.evoting.nsdl.com. Members are requested to read carefully the instructions for remote e-voting given in the Notes forming part of this Notice.

The results of the Postal Ballot will be declared within two working days of the conclusion of the Postal Ballot and will be uploaded on the website of the Company i.e. www.winrocommercial.com and also on the website of NSDL i.e. www.evoting.nsdl.com after intimation to the Stock Exchanges.

By order of the Board For Winro Commercial (India) Limited

Place: Mumbai Date: February 12, 2025

Jitendra Parihar Company Secretary & Compliance Officer (ACS No.: 40734)

Registered Office: 209/210, Arcadia Building, 2[nd] Floor, 195, Nariman Point, Mumbai – 400021. CIN : L51226MH1983PLC165499 www.winrocommercial.com

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SPECIAL BUSINESS:

1. RE-APPOINTMENT OF MR. VALLABH PRASAD BIYANI (DIN: 00043358) AS AN NON–EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR SECOND TERM OF FIVE (5) CONSECUTIVE YEARS:

To consider and if thought fit to pass, with or without modification(s), the following resolution as an 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], 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, Mr. Vallabh Prasad Biyani (DIN: 00043358), who holds office as an Independent Director up to August 11, 2025 and who meets the criteria for independence 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, be and is hereby re-appointed as an Non-Executive Independent Director of the Company for the second term of consecutive five years from August 12, 2025 to August 11, 2030, whose period of office not liable to retire by rotation;

RESOLVED FURTHER THAT any one of the Board of Director of the Company or Company Secretary, be and are hereby severally authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.”

2. APPOINTMENT OF MR. ROHIT KOTHARI (DIN: 00054811) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY:

To consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 152, 161 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17(1C) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company, pursuant to the recommendations made by the Nomination and Remuneration Committee and subject to the approval of Reserve Bank of India, the consent of the members of the Company be and is hereby accorded to appoint Mr. Rohit Kothari (holding DIN: 00054811) as a Non-Executive Director, liable to retire by rotation and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Non-Executive Director of the Company with effect from result date of the postal ballot i.e. Monday, 17[th] March, 2025 or such other date as the Reserve Bank of India may provide in its approval, whichever is later.

RESOLVED FURTHER THAT any one of the Board of Director or the Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, and things as may be necessary, proper, expedient or incidental including making necessary intimations/filings, signing all documents, papers or forms for the purpose of giving effect to this resolution.”

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By order of the Board For Winro Commercial (India) Limited

Place: Mumbai Date: February 12, 2025

Jitendra Parihar Company Secretary & Compliance Officer Membership No.: A40734

Registered Office:

209/210, Arcadia Building, 2[nd] Floor, 195, Nariman Point, Mumbai – 400021. CIN: L51909MH1983PLC166605 www.winrocommercial.com

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NOTES:

1) The Explanatory Statement pursuant to Section 102 & 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 stating all material facts and the reasons for the proposal is annexed hereto.

2) The Postal Ballot Notice is being sent to the Shareholders whose names appear in the Register of Members/Record of Depositories as at the close of business hours on Friday, February 07, 2025. The Postal Ballot Notice is being sent by E-mail to the Shareholders whose email address is registered with the Company/Depository Participant(s) for communication. For Shareholders who have not registered their email address, the Postal Ballot Notice may also be accessed on Company’s website www.winrocommercial.com and on the website of BSE Ltd www.bseindia.com. Only those members whose names are recorded in Register of Members/Record of Depositories as on cut-off date will be entitled to cast their votes by Postal Ballot or e-voting. It is however, clarified that all the persons who are members of the Company as on Friday, February 07, 2025 . (including those members who may not have received this Notice due to non-registration of their email IDs with the Company or the Depositories/Depository Participants) shall be entitled to vote in relation to the resolution specified in this Notice.

3) A person who is not a Member as on the cut-off date, should treat this Notice for information purposes only.

4) After dispatch of the Notice through email, advertisement shall be published in one English daily newspaper having country-wide circulation and in one Marathi newspaper, having wide circulation in the district where the registered office of the Company is situated and the same will also be uploaded on the website of the Company i.e. www.winrocommercial.com.

5) Voting period will commence on and from Sunday, February 16, 2025 at 09.00 A.M. Indian Standard Time (IST) and ends on Monday, March 17, 2025 at 5.00 P.M. Indian Standard Time (inclusive of both the days).

6) The voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, February 07, 2025.

7) In compliance with the aforesaid MCA circulars, a Notice of this Postal Ballot is being sent only through electronic mode to Members whose e-mail IDs are registered with the Company / Depositories, physical copies of the Postal Ballot Notice will not be circulated, and the Company will promptly provide physical copies upon specific request of any Member(s).

8) A member cannot exercise his/her vote by proxy on Postal Ballot. (e-voting).

9) Resolutions passed by the Members through Postal Ballot are deemed to have been passed effectively at a general meeting of the members.

10) In compliance with Section 108 and 110 of the Companies Act, 2013, the Rules made thereunder and in terms of Regulation 44 of the SEBI LODR Regulations, the Company is providing members a facility to exercise their right to vote on the postal ballot by electronic means through remote e-voting services. The instructions for electronic voting are annexed to the Notice. The Company has availed the services of National Security Depository Limited for providing the necessary remote e-voting.

11) After completion of scrutiny of votes cast electronically, the Scrutinizer will submit the report to the Chairperson or any Director or in their absence to the Company Secretary of the Company, as may be authorized by the Board in this regard and results of the Voting shall be announced by the Chairperson or any other person Director authorized by the Chairperson in writing on or before 5.00

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P.M. on Wednesday, March 19, 2025 at the registered office of the Company. The results of voting shall also be displayed on the website of the Company, www.winrocommercial.com besides being sent to the Stock Exchanges on the said date.

12) The resolution/s, if passed by requisite majority, will be deemed to be passed on Monday, March 17, 2025 i.e. the last date of e-voting.

Instructions and process for E-voting are as under: -

The e-voting period commences on Sunday, February 16, 2025 at 09.00 A.M. IST and ends on Monday, March 17 2025 at 5.00 P.M. During this period shareholders of the Company, may cast their vote electronically. The e-voting module shall be disabled for voting after Monday, March 17 2025 at 5.00 p.m. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

• A) Login method for e-Voting for Individual shareholders holding securities in demat mode: In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at

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https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can holding securities in demat login through their existing user id and password. mode with CDSL Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• If the user is not registered for Easi/Easiest, option to

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register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

• B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

3. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 133064 then user ID is 133064001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com

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• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

- Step 2 : Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to gandhiofficeinfo@gmail.com with a copy marked to evoting@nsdl.com Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on call on : 022 - 4886 7000 or send a request at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

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1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to winro.investor@gcvl.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to winro.investor@gcvl.in. If you are an Individual shareholders holding securities in demat mode, -

you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e- Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

RE-APPOINTMENT OF MR. VALLABH PRASAD BIYANI (DIN: 00043358) AS AN NON–EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM OF CONSECUTIVE 5 YEARS.

The Members of the Company on December 16, 2020, had appointed Mr. Vallabh Prasad Biyani (DIN: 00043358) as an Non-Executive Independent Director of the Company for the first term of five years from August 12, 2020 to August 11, 2025, whose period of office not liable to retire by rotation, pursuant to the provisions of Section 149 and Schedule IV of the Companies Act, 2013 (‘Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). Mr. Vallabh Prasad Biyani holds office as an Independent Director of the Company up to the close of business hours on August 11, 2025 in his present first term.

The Securities and Exchange Board of India (SEBI) has amended the SEBI LODR Regulations vide circular dated May 9, 2018, which requires continuance of any Non-Executive Director who has attained the age of 75 years after seeking the prior approval of shareholders by way of a Special Resolution. Mr. Vallabh Prasad Biyani was attained the age of 75 years on 31[st] March, 2023, and the approval by way of Special Resolution was already taken from the shareholders on 17[th] March, 2023 in order to comply with the aforesaid circular.

Pursuant to the provisions of Section 149(10) of the Act, an Independent Director shall be eligible for re-appointment for second term on passing of a special resolution by the Company.

The Company has received notice in writing from a Member of the Company under the provisions of Section 160(1) of the Act as amended by the Companies (Amendment) Act, 2017, proposing the candidature of Mr. Vallabh Prasad Biyani for the office of Director of the Company. The Company has received consent, declaration of independence and other statutory disclosures under the Act and Listing Regulations from Mr. Vallabh Prasad Biyani for his re-appointment as the Non–Executive Independent Director of the Company.

The Nomination & Remuneration Committee (‘NRC’), after taking into account the performance evaluation of Mr. Vallabh Prasad Biyani during his first term of five years and considering his knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the Board his re-appointment for a second term of five years from August 12, 2025 to August 11, 2030.

The NRC has considered his diverse skills, industry knowledge, business management, finance, sales, marketing, retail and vast business experience, among others, as being key requirements for this role.

In the opinion of the Board, Mr. Vallabh Prasad Biyani fulfils the conditions for independence specified in the Act, the Rules made thereunder and the Listing Regulations and such other laws/ regulations for the time being in force, to the extent applicable to the Company.

The NRC and the Board considers that given the skills, integrity, expertise and experience, the continued association of Mr. Vallabh Prasad Biyani would be of immense benefit to the Company, and it is desirable to continue him as an Independent Director of the Company for a second term of five years.

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Accordingly, based on the recommendation of the NRC, the Board of Directors of the Company at its meeting held on February 12[th] 2025 have approved the re-appointment of Mr. Vallabh Prasad Biyani as an Non–Executive Independent Director of the Company for the second term of consecutive five years from August 12, 2025 to August 11, 2030, subject to the approval of the Members of the Company, pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions read with Schedule IV of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Listing Regulations. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 149(13) of the Act.

Mr. Vallabh Prasad Biyani is not debarred from holding the office of a director by virtue of any Order passed by the SEBI or any other such authority and is not related to any other Director of the Company.

A copy of the draft letter for re-appointment of Mr. Vallabh Prasad Biyani as the Non–Executive Independent Director setting out the terms and conditions is available for inspection without any fee by the members up to the last date of remote e-voting. Members seeking to inspect such documents can send an e-mail to winro.investor@gcvl.in.

The approval of the Members is sought for re-appointment of Mr. Vallabh Prasad Biyani as the Non– Executive Independent Director of the Company for a second term of five consecutive years with effect from August 12, 2025 to August 11, 2030 (both days inclusive), by way of Special Resolution as set out at Item No. 1 of the Notice.

The Board recommends the passing of Special Resolution as set out at Item No. 1 of the Notice for approval by the Members.

Except Mr. Vallabh Prasad Biyani, none of the other Directors and/ or Key Managerial Personnel of the Company and their relatives are concerned or interested, directly or indirectly, financially or otherwise, in the proposed Resolution except to the extent of their Shareholding, if any, in the Company.

ITEM NO. 2:

APPOINTMENT OF MR. ROHIT KOTHARI (DIN: 00054811) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY:

Pursuant to provisions of Section 152 of the Companies Act, 2013 (“the Act”) read with the applicable rules made thereunder, the Board of Directors at its meeting held on 13[th] November, 2024 and on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Rohit Kothari (DIN: 00054811) as an Additional (Non-Executive) Director of the Company subject to the approval of the Reserve Bank of India & members of the Company.

In accordance with the provisions of Section 161 of the Companies Act, 2013 read with the applicable rules made thereunder & Regulation 17(1C) of the SEBI Listing Regulations, Mr. Rohit Kothari (DIN: 00054811) will be appointed as Non-Executive Non Independent Director on the Board of the Company with effect from result date of the postal ballot i.e. Monday, 17[th] March, 2025 or such other date as the Reserve Bank of India may provide in its approval, whichever is later.

The Company has received a notice in writing under Section 160(1) of the Act from a Member proposing the candidature of Mr. Rohit Kothari as a Non-Executive Director of the Company.

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Brief Profile & Rationale:

Mr. Rohit Kothari is a Promoter of the Company. He is a MBA & Chartered Accountant, having more than 20 years of experience in equity market. He is a veteran in equity market having indebt knowledge of various businesses. It would be therefore in the interest of the Company to appoint him as a Non-Executive Director of the Company.

Key areas of expertise of Mr. Rohit Kothari include financial management, strategy, planning and technology, governance, diversity, leadership and sustainability expertise to help organization in achieving its goals.

The Board is of the view that skills, proficiency, expertise and competency possessed by Mr. Rohit Kothari are in alignment with the skills and expertise identified by the NRC and Board, for the Directors of the Company and his association and expertise, in particular his governance, strategy and planning, will be of immense benefit and value to the Company in achieving the Company’s strategic objectives.

Mr. Rohit Kothari is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received declaration from Mr. Rohit Kothari to the effect that he is not debarred or disqualified from being appointed as director of the Company by the Securities and Exchange Board of India/Ministry of Corporate Affairs or such other statutory authority.

Mr. Rohit Kothari is not related to any other Director and Key Managerial Personnel of the Company and except Mr. Rohit Kothari, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the accompanying this Notice.

The Board accordingly recommends the Ordinary Resolution as set out in Item No. 2 of this Notice for your approval.

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OTHER DISCLOSURES AND INFORMATION OF MR. ROHIT KOTHARI & MR. VALLABH PRASAD BIYANI IN TERMS OF THE SEBI LODR REGULATIONS AND THE SECRETARIAL STANDARD ON THE GENERAL MEETINGS (“SS-2”) HAS BEEN PROVIDED IN THIS EXPLANATORY STATEMENT AS UNDER:

Name	Mr. Rohit Kothari	Mr. Vallabh Prasad Biyani
Date of Birth/ Age	10thDecember,1974/ 50 Years	31stMarch, 1949/ 76 Years
Qualification	Chartered Accountant & MBA	B. COM & Chartered Accountant
Brief Profile	Mr. Rohit Kothari is a member of ICAI – Institute of Chartered Accountants of India. He is a Promoter of group of NBFC companies/ Real Estate Company/ Stock Broking Companies.	Mr. Vallabh Prasad Biyani is a member of ICAI – Institute of Chartered Accountants of India and he has been serving on the Board of several companies.
Expertise in specific functional areas	Experience of over 20 Years in the field of Equity Market.	Experience of over 41 Years in the field of Finance and Accounts.
Date of First appointment (appointment as an additional director on the Board)	Result date of the postal ballot i.e. Monday, 17thMarch, 2025 or such other date as the Reserve Bank of India may provide in its approval, whichever is later	12thAugust, 2020
No. of Meetings of the Board attended	0 (till the date of this Postal Ballot Notice)	4 (till the date of this Postal Ballot Notice)
Directorships held in other Companies	 Listed Entities  Geecee Ventures Limited- Non Executive Director  Un Listed Entities  Geecee Fincap Limited - Non Executive Director  Four Dimensions Advisors Private Limited- Non Executive Director  Vidyamandir Centre for Skill Development- Non Executive Director  Foreign Entities  Wizard Holdings Pte. Ltd.  Jacqart Investments Pte. Ltd.	 Listed Entities  Geecee Ventures Limited- Independent Director  Saraswati Commercial (India) Limited- Independent Director  Un Listed Entities  Singularity Holdings Limited- Independent Director  Four Dimensions Securities (India) Limited- Independent Director

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Membership / Chairmanship of Committees of Boards of other Companies	Mr. Rohit Kothari is a member/ chairperson in the following committees of other company:  Geecee Fincap Limited  Nomination and Remuneration Committee- Member  Risk Management Committee – Member  Asset Liability Management Committee- Member  Investment and Credit Committee- Member	Mr. Vallabh Prasad Biyani is a member/ chairperson in the following committees of other companies:  GeeCee Ventures Limited  Audit Committee- Member  Nomination and Remuneration Committee- Member  Stakeholder Relationship Committee - Member  Four Dimensions Securities (India) Ltd  Audit Committee- Member  Nomination and Remuneration Committee- Member  Corporate Social Responsibility Committee- Member  Singularity Holdings Limited  Audit Committee- Member  Nomination & Remuneration Committee- Member  IT Strategy Committee- Chairman  Asset Liability Management Committee- Member  Risk Management Committee- Member  Saraswati Commercial (India) Limited  Nomination and Remuneration Committee- Chairman  Corporate Social Responsibility Committee- Chairman  Audit Committee- Member  Stakeholder Relationship Committee - Chairman
Listed entities from which the person has resigned from the directorship in the past three years	None	None
Shares held in the Company (including shareholding as a beneficial owner)	14,280 Equity Shares	Nil

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Terms and conditions of Appointment including details of remuneration	Appointment as a Non-executive Director of the Company with the provisions of Sections 152 and 161 of the Companies Act, 2013. No remuneration is being paid to him.	Re-appointment as the Non-Executive Independent Director whose period of office not liable to retire by rotation for the second term of five consecutive years with effect from 12thAugust, 2025. He will be entitled to sitting fees and reimbursement of expenses for attending Board and Committee Meetings.
Justification for appointment and skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Mr. Rohit Kothari is a Promoter of the Company. He is a MBA & Chartered Accountant, having more than 20 years of experience in equity market. He is a veteran in equity market having indebt knowledge of various businesses. It would be therefore in the interest of the Company to appoint him as a Non-Executive Director of the Company.	The Board is of the opinion that Mr. Vallabh Prasad Biyani is a person of integrity and considering his qualifications, extensive knowledge and rich experience in the field of Finance and Accounts, his continuation as Independent Director is in the interest of the Company. His association would be of immense benefit and value to the Company and, therefore, the Board recommends his continuation of Directorship as an Independent Director to the Members. In the opinion of the Board of Directors, he is independent of the management of the Company and fulfills the conditions specified in the Act, and the rules made thereunder for continuation of Directorship as an Independent Director.
Relationship with other Directors, Managers and other KMP	Mr. Rohit Kothari is not related to any Director, Managers and Key Managerial Personnel of the Company.	Mr. Vallabh Prasad Biyani is not related to any Director, Managers and Key Managerial Personnel of the Company.

Place: Mumbai Date: February 12, 2025

By order of the Board For Winro Commercial (India) Limited

Registered Office:

209/210, Arcadia Building, 2[[nd]] Floor,

209/210, Arcadia Building, 2[[nd]] Floor, Jitendra Parihar 195, Nariman Point, Mumbai – 400021. Company Secretary & Compliance Officer CIN: L51909MH1983PLC166605 Membership No.: A40734 www.winrocommercial.com

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NOTICE OF CANDIDATURE

Date: 12[th] February, 2025

To,

The Board of Directors, Winro Commercial (India) Limited 209-210, Arcadia Building, 2[nd] Floor, 195, NCPA Marg, Nariman Point, Mumbai – 400 021

Dear Sir/Madam,

I Ashwin Kumar Kothari, in my capacity as a member of your Company holding 6,200 fully paid up Equity Shares of the Company, hereby notify that I intend to propose candidature of Mr. Rohit Kothari holding (DIN: 00054811), for the office of Non-Executive Non Independent Director of Winro Commercial (India) Limited.

Thanking you,

Ashwin Kumar Kothari DP ID – IN301549 Client ID – 17542875

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NOTICE OF CANDIDATURE

Date: 12[th] February, 2025

To,

The Board of Directors, Winro Commercial (India) Limited 209-210, Arcadia Building, 2[nd] Floor, 195, NCPA Marg, Nariman Point, Mumbai – 400 021

Dear Sir/Madam,

I Ashwin Kumar Kothari, in my capacity as a member of your Company holding 6,200 fully paid up Equity Shares of the Company, hereby notify that I intend to propose candidature of Mr. Vallabh Prasad Biyani holding (DIN: 00043358), for the re-appointment as Non-Executive Independent Director for a second term of five consecutive years in Winro Commercial (India) Limited.

Thanking you,

Ashwin Kumar Kothari DP ID – IN301549 Client ID – 17542875

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