About Billwin Industries Ltd

Billwin Industries Limited was originally incorporated as a private limited company with the name Billwin Waterproof Private Limited on February 05, 2014 at Mumbai, Maharashtra. Pursuant to a special resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on June 05, 2019, The Company's name was changed to 'Billwin Industries Private Limited'. A fresh certificate of incorporation consequent upon change of name was issued on July 09, 2019 by the Registrar of Companies, Mumbai. Subsequently, The Company was converted into Public Limited Company pursuant to Shareholders resolution passed at the Extraordinary General Meeting of the Company held on January 06, 2020 and the name of the Company was changed to 'Billwin Industries Limited' on January 28, 2020. The Company is promoted by Mr. Subrata Dey and Ms. Smita Subrata Dey who are the guiding force behind all the strategic decisions of the Company. In the year 2014 Mr. Subrata Dey and Ms. Smita Subrata Dey incorporated the company Billwin Waterproof Private Limited. The promoter Mr. Subrata Dey has been associated with the textile industries for more than a decade. He started working as lead marketing and sales manager for the company which belonged to the textile industry. He has been the lead force behind the success of the Company in the year 2020, The Company through a Business Transfer Agreement (BTA), has acquired a proprietor firm named Billwin Industries. The Business takeover has resulted into a synergy effect which will provide a in organic business growth and would result in the stable financial position of the company in the coming future. This Acquisition would provide strategy to build a sustainable and profitable business and synergies through supply chain opportunities and operational improvements, go-to-market and distribution network optimization, scale efficiencies in cost areas such as marketing, and optimization of overlapping infrastructure. It would be advantageous to combine the activities and operations of both proprietor firm and Company into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the the Company. This Takeover will also provide an opportunity to leverage combined assets and build a stronger sustainable business and will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise. Other benefits that can been seen is increase in reserves, investments, goodwill, manpower, finances, customers, distributors, brands etc. at its disposal for meeting its requirements. The Company is 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. The Company is also involved in trading of the protectives gears that it manufactures. The Company's 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

Billwin Industries Ltd Chairman Speech

Dear Shareholders,

As I reflect on an exceptionally difficult year, one thing is clear we have all been impacted by COVID-19. The cruelty of this pandemic has been unparalleled and my heart goes out to all those who are grieving the passing of loved ones, to those who have lost their job, and to business owners who have been forced to shut down. While it has been a tough year for many and there are still immediate and pressing matters such as economic relief and equitable and widespread vaccination rollout to address, I am hopeful that better days are ahead.

Through all the challenges, I have deeply admired the resilience of my staff members, colleagues, who demonstrated dedication and professionalism and kept the business moving forward. I am also grateful to our customers and to you, our shareholders, for your unwavering trust in the Company.

Corporate Profile:

The Company is in engage in to the business of manufacture of protective gears, these gears are basically rain wears, winter wears and life jackets which are used in seas and other water bodies for the safety.

The Company is also involved in trading of the protective's gears. The product range includes Rainwear Coat,

Rain Jacket, Pulsar Jacket, Winter Jacket, River Raft Boat, Inflatable Boats Dinghy's, Sleeping Bags, School Bags, Life jackets, Rucksack, facial's mask etc. The raw material used to manufacture these protective gears is called Coated Fabric.

The manufacturing facility is located at Bhandup West Mumbai Maharashtra having a total area of approximately 5190 sq. feet. This manufacturing unit is recognized for its in-house quality Management.

The manufacturing process starts with procurement of coated fabrics and then the process of cutting, stitching, sewing, inspection and packing of the final products is been carried on.

Takeover of Billwin Industries through Business Transfer Agreement:

As shareholders must be aware that in year 2006, the promoters of the Company – Mrs. Smita Dey formed a proprietary concern under the name and style of M/s. Billwin Industries and a manufacturing unit was set up in Nahur. Later in the year 2014, Mrs. Smita Dey and Mr. Subrata Dey incorporated a private limited company Billwin Waterproof Private Limited.

In the year 2020, the Company through a Business Transfer Agreement (BTA), has acquired the proprietor firm named Billwin Industries. The Business takeover has resulted into a synergy effect which will provide an in organic business growth and would result in the stable financial position of the Company in the coming future. This Acquisition would provide strategy to build a sustainable and profitable business and synergies through supply chain opportunities and operational improvements, go-to-market and distribution network optimization, scale efficiencies in cost areas such as marketing, and optimization of overlapping infrastructure.

It has been advantageous to combine the activities and operations of both proprietor firm and Company into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the Company. This Takeover will also provide an opportunity to leverage combined assets and build a stronger sustainable business and will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise.

Other benefits that can been seen is increase in reserves, investments, goodwill, manpower, finances, customers, distributors, brands etc. at its disposal for meeting its requirements.

4 ANNUAL REPORT 2020-2021

Outlook:

In a world threatened by a third wave and variants of the original virus, it would be insensitive to provide a financial guidance. At Billwin we are fairly positioned to tackle the for the future, provided the Government and regulatory authorities coming out with favorable steps/ enabling processes for the industry. I am optimistic that this complement will empower us to bring a wider range of products that enhance our consumer centricity, competitiveness and profitability. In today's uncertain environment, there can be no bigger priority.

I once again thank you for your support and I sincerely look forward to your continued support in the future as well. I also express my heartfelt thanks to my colleagues and team at Billwin without whose active support, it would not have been possible to reach the current stage.

Wising all of you a very good health and stay safe! Stay fit!.

Billwin Industries Ltd Company History

Billwin Industries Limited was originally incorporated as a private limited company with the name Billwin Waterproof Private Limited on February 05, 2014 at Mumbai, Maharashtra. Pursuant to a special resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on June 05, 2019, The Company's name was changed to 'Billwin Industries Private Limited'. A fresh certificate of incorporation consequent upon change of name was issued on July 09, 2019 by the Registrar of Companies, Mumbai. Subsequently, The Company was converted into Public Limited Company pursuant to Shareholders resolution passed at the Extraordinary General Meeting of the Company held on January 06, 2020 and the name of the Company was changed to 'Billwin Industries Limited' on January 28, 2020. The Company is promoted by Mr. Subrata Dey and Ms. Smita Subrata Dey who are the guiding force behind all the strategic decisions of the Company. In the year 2014 Mr. Subrata Dey and Ms. Smita Subrata Dey incorporated the company Billwin Waterproof Private Limited. The promoter Mr. Subrata Dey has been associated with the textile industries for more than a decade. He started working as lead marketing and sales manager for the company which belonged to the textile industry. He has been the lead force behind the success of the Company in the year 2020, The Company through a Business Transfer Agreement (BTA), has acquired a proprietor firm named Billwin Industries. The Business takeover has resulted into a synergy effect which will provide a in organic business growth and would result in the stable financial position of the company in the coming future. This Acquisition would provide strategy to build a sustainable and profitable business and synergies through supply chain opportunities and operational improvements, go-to-market and distribution network optimization, scale efficiencies in cost areas such as marketing, and optimization of overlapping infrastructure. It would be advantageous to combine the activities and operations of both proprietor firm and Company into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the the Company. This Takeover will also provide an opportunity to leverage combined assets and build a stronger sustainable business and will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise. Other benefits that can been seen is increase in reserves, investments, goodwill, manpower, finances, customers, distributors, brands etc. at its disposal for meeting its requirements. The Company is 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. The Company is also involved in trading of the protectives gears that it manufactures. The Company's 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

Billwin Industries Ltd Directors Reports

To

The Members

Billwin Industries Limited

Your Directors have pleasure in presenting their 10^th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2023.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Billwin Industries Limited for the financial year 2022-23 are tabulated below: (Rs. In Lakhs)

BRIEF DESCRIPTION OF THE COMPANY?S STATE OF AFFAIRS:

During the financial year 2022-23 the total revenue has been increased to 482.39/- Lakhs as compared to the previous year i.e 438.98/- Lakhs. The Company?s net profit before tax is Rs. 100.45/- Lakhs as compared to Rs. 29.71 Lakhs in the previous figures. The Company?s net profit after tax for the current financial year is 74.21/- Lakhs as compared to 21.85 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 protectives 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 2022-23.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2022-23.

SHARE CAPITAL:

The Authorized Share Capital of your Company is Rs. 3,00,00,000/- comprising of 30,00,000 Equity Shares of Rs. 10/- each as on March 31, 2023. The paid-up equity capital as on March 31, 2023 was Rs. 2,13,07,240/- comprising of 21,30,724 Equity Shares of Rs. 10/- each.

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 2022-23.

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 subsidiary Company, Joint Ventures or Associate Companies during the year under review.

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 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, 2023 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. 41.33 Lakhs for purchase of Raw Material and there is no earning during the financial year ended 31.03.2023.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financial year 2022-2023 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 2022-23 are provided in notes to the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS:

During the financial year under review no significant and material changes have occurred however there is an increase in Authorised Share Capital of the Company from Rs. 3,00,00,000 to Rs. 11,00,00,000 vide ordinary resolution passed on 05.04.2023, has been made between the end of the financial year of the Company to which the financial statements relate and the date of the report.

AUDITORS:

M/s. Gupta Agarwal & Associates, Chartered Accountants, (FRN: 329001E) who retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment for the second term for a period of 5 years. The members are requested to appoint the auditors and to fix their remuneration at the ensuing Annual general Meeting.

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 2022-23.

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, whilst recommending the annual increment and performance incentive to the Remuneration Committee for its review and approval.

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 2022-23.

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 2022-23 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 of Director

During the period under review Mr. Rasik Thakar (DIN: 10059134) was appointed as an Additional Independent Director of the Company w.e.f 03.03.2023 on the Board of the Company and his appointment was regularised on 05.04.2023.

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 Ms. Suman Gupta was appointed as Company Secretary cum compliance officer of the Company w.e.f 17.06.2022 and resigned on 31.01.2023. Further Ms. Sapna Bader was appointed as Company Secretary cum compliance officer of the Company w.e.f 31.01.2023.

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, 2023 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.

Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 7 (Seven) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. Detailed of Board meeting are 30.05.2022, 17.06.2022, 12.07.2022, 24.08.2022, 14.11.2022, 24.12.2022, 31.01.2023 and 03.03.2023.

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.

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.

*Note: Mr. Rasik Thakkar was appointed to the Board on 03.03.2023

During the year under review 4 (Four) meetings were held on the following dates: 30.05.2022, 24.08.2022, 14.11.2022 and 14.02.2023.

B) NOMINATION COMMITTEE & REMUNERATION:

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 Remuneration & Nomination Committee is as follows:

*Note: Mr. Rasik Thakkar was appointed to the Board on 03.03.2023

During the year under review 2 (Two) meetings were held on the following dates: 24.08.2022, and 03.03.2023.

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:

During the year under review 4 (Four) meetings were held on the following dates: 30.05.2022, 24.08.2022, 14.11.2022 and 14.02.2023.

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 31st March, 2023 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, 2023.

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.

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 2022-23 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:

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.

Billwin Industries Ltd Company Background

Billwin Industries Ltd Company Management

Billwin Industries Ltd Listing Information

Billwin Industries Ltd Finished Product