Directors Report of Wardwizard Foods And Beverages Ltd.

Mar 31, 2025

Your Board of Directors (the "Board") have immense pleasure in presenting the 71^st Annual Report on the business and
operations of Wardwizard Foods and Beverages Limited (''''the Company'''') for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

Your Company''s financial performance for the year ended March 31,2025 is as below:

('' in I akhs)

Particulars	Year Ended	Year Ended
	31^st March, 2025	31^st March, 2024
Sales	9,277.90	1,671.14
Other Income	112.48	297.72
Profit before Interest, Depreciation & Exceptional Items	-1,386.15	-3,223.28
Interest	331.59	344.90
Depreciation	600.78	525.95
Exceptional Items	-	-
Profit /(Loss) before Tax	-1,386.15	-3,223.28
Tax Expenses	-17.51	81.23
Profit after Tax	-1,368.64	-3,304.51
Other Comprehensive Income
(Item that will not be reclassified to profit and Loss)
(i) Items that will not be reclassified to profit or loss	15.61	11.77
(ii) Income tax relating to items that will not be reclassified to profit or loss	-1.42	-
Add : Balance Brought forward from previous year	-3,304.51	-893.54
Dividend on Preference Share	-	-
Tax on distributed preference dividend	-	-
Sales Tax Paid for Earlier Year	-	-
Balance carried to Balance Sheet	-1,368.64	-3,304.51

2. RESULTS OF OPERATIONS AND THE
STATE OF COMPANY''S AFFAIRS & FUTURE
OUTLOOK:

During the year under review, the Company reported
a Net Loss of Rs. 1,368.64 lakhs. The Management is
actively identifying prospective business opportunities
and exploring suitable investments aimed at maximizing
revenue in the current financial year.

Despite the financial setback, the overall operational
performance of the Company remained satisfactory,
though marked by challenges. Continuous efforts are
being made to further improve profitability and efficiency.
The Company continues to maintain stable operations
with a strategic focus on enhancing operational efficiency,
reducing costs, and strengthening its financial position.

Key initiatives in process optimization and expansion into
both domestic and international markets are underway,

which are expected to support sustainable growth and
long-term value creation for stakeholders Future Outlook
and Capital Project.

Future Outlook:

The Company remains optimistic about its future
prospects, supported by focused initiatives in product
development, expansion in key commodity markets such
as maize, rice, sugar, and edible oil, and continued cost
optimization measures. The Company''s investments in
technology, manufacturing infrastructure, and operational
improvements are directed towards enhancing productivity,
efficiency, and profitability.

While external challenges and market uncertainties persist,
the Company is strategically positioned to leverage
emerging opportunities in both domestic and international
markets. With a clear emphasis on sustainable growth and

innovation, Wardwizard Foods and Beverages Limited is
committed to creating long-term value for its stakeholders.

Capital Projects for FY 2025-26

During the year under review, the Company did not
undertake any major capital expansion projects. The
primary focus remained on strengthening existing
operations, enhancing efficiency, and optimizing resource
utilization. The Board believes that consolidating current
capacities and improving productivity will contribute to
sustainable value creation for stakeholders.

Any future capital investments will be carefully aligned with
emerging business opportunities and the Company''s longÂ¬
term growth strategy, ensuring prudent deployment of
resources.

3. INDIAN ACCOUTING STANDARD, 2015:

The Financial Statements for the year ended on 31^stMarch,2025 have been prepared in accordance with the
Companies (Indian Accounting Standard) Rules, 2015,
prescribed under Section 133 of the Companies Act, 2013
(''the Act'') and other recognized accounting practices and
policies to the extent applicable.

4. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on The BSE Limited
(Scrip Code: 539132)

The Company has paid the Annual Listing Fees for the
FY 2024- 2025 to the said Stock Exchange as required.

5. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED DURING THE
FINANCIAL YEAR:

There has been no material change and commitment
affecting the financial performance of the Company which
occurred between the end of the Financial Year of the
Company to which the financial statements relate and the
date of this Report.

6. SIGNIFICANT MATERIAL ORDERS PASSED
BY THE REGULATORS OF COURTS OR
TRIBUNALS IMPACTING THE COMPANY''S
OPERATION IN FUTURE:

There were no significant or material orders passed by
regulators, courts, or tribunals impacting the Company''s
ongoing concern status and its operations in the future.

7. CIRCULATION OF ANNUAL REPORTS IN
ELECTRONIC FORM:

In compliance with MCA and SEBI Circulars, printing and
dispatch of physical Annual Reports for the financial year

ended 2024-25 to the shareholders has been dispensed
with. Hence the Notice of the AGM along with the Annual
Report 2024-25 is being sent only through electronic mode
to those Members whose email addresses are registered
with the Company/RTA/Depositories, unless any member
has requested for a physical copy of the same.

The company will dispatch letters to those Shareholders
whose email addresses are not registered with the
Company/Registrar & Transfer Agent/Depository
Participants. These letters will provide the weblink of the
Company''s website from where the Annual Report for
FY 2024-25 can be accessed.

Members may note that the Notice and Annual Report
2024- 25 will also be available on the Company''s website
www.wardwizardfoods.com

8. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

The Company has in place adequate financial controls
commensurate with its size, scale and complexity of
operations with reference to its financial statements.
Internal financial controls of the Company are also similarly
commensurate. These have been designed to provide
reasonable assurance about recording and providing
reliable financials information, ensuring integrity in
conducting business, accuracy and completeness in
maintaining accounting records and prevention and
detection of frauds and errors.

Your Company ensure adherence to all internal control
policies and procedures as well as compliance with all
regulatory guidelines.

The Audit Committee of Board of Directors reviews the
adequacy of internal controls.

9. ACCEPTANCE OF PUBLIC DEPOSITS:

During the year under Review, the Company has not
accepted any deposits. Hence, no amount on account of
principal or interest on public deposits was outstanding as
on the date of the balance sheet.

10. DETAILS OF TRANSFER TO RESERVES:

In absence of any profits, the Board do not recommend
transfer of any amount to General Reserves.

11. DIVIDEND:

In view of continuing losses, your Directors have not
recommended Dividend for the Financial Year 2024-2025.

12. DIVIDEND DISTRIBUTION POLICY:

During the year under review the provisions of Dividend
Distribution Policy is not applicable to the Company for the
FY 2024-25.

13. TRANSFER UNCLAIMED DIVIDEND AND
SHARES TO THE INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

Since there was no unpaid/unclaimed Dividend declared
and paid in previous year, the provisions of Section 125 of
the Companies Act, 2013 is not applicable to the Company.

14. SHARE CAPITAL:

Authorised Share Capital:

The Authorised Share Capital of the Company
'' 28,00,00,000 (Rupees Twenty-eight crore only) divided
into 28,00,00,000 (Twenty-eight crore) equity shares of
'' 1/- each of the Company.

Paid up Share Capital:

The Company''s paid-up equity share capital as on 31^stMarch, 2025 was '' 25,71,40,000 (Rupees Twenty-five
crore seventy-one lakh forty thousand).

Buy Back of Securities:

The Company has not bought back any of its securities
during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares
during the year under review.

Bonus Shares:

No Bonus Shares were issued during the year under review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme
to the employees.

15. SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES:

During the year under review, the Company does
not have any subsidiaries, associates or joint venture
companies within the meaning of Section 73 of the Act
and the Companies (Acceptance of Deposits) Rules, 2014.
Pursuant to the provisions of Companies Act, 2013.

16. MANAGEMENT - DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there is change in the composition of the Board as stated below:
The details of Directors appointed & resigned during the year are as follows:

Directors

Sr. No.	DIN/PAN	Name of Director	Designation	Original date of Appointment	Date of Cessation
1	06453413	Mrs. Sheetal Mandar Bhalerao	Managing Director & Chairperson	21-05-2022	---
2	07261150	Mr. Yatin Sanjay Gupte	Non- Executive Non Independent Director	21-05-2022	---
3	08286993	Mr. Sanjay Mahadev Gupte	Non- Executive Non Independent Director	21-05-2022	---
4	02613471	Mr. Sanjay Rajendra Soni	Non-Executive Independent Director	21-05-2022	01-08-2024
5	08641139	Dr. John Joseph	Non-Executive Independent Director	25-09-2023	--
6	10289738	Lt. General Jai Singh Nain	Non-Executive Independent Director	25-09-2023	--
7	08265981	Mr. Paresh Thakkar	Non-Executive Independent Director	14-02-2024	--
8	08302107	Mr. Nihar Ashokbhai Naik	Non-Executive Independent Director	30-07-2024	--
9	10177722	Ms. Mansi Jayendra Bhatt	Non-Executive Independent Director	30-07-2024	--

Appointment and Re-appointment

At the 71^st Annual General Meeting (AGM), following
appointment/re-appointment is being proposed:

On the recommendation of Nomination and Remuneration
Committee and Audit Committee of the Directors, the Board
of Directors has appointed Mrs. Sheetal Mandar Bhalerao
(DIN: 06453413) as a Chairperson and Managing Director
of the Company for a period of 3 years commencing from
1^st September, 2025 to 31^st August, 2028 (both days
inclusive), liable to retire by rotation subject to approval of
the Shareholders and other necessary approvals.

In accordance with the provisions of The Companies Act,
2013 and the Articles of Association of Company, Mr. Yatin
Sanjay Gupte (DIN: 07261150) shall retire by rotation
at the ensuing Annual General Meeting of the Company
and being eligible, offers himself for re-appointment. Brief
resume, nature of expertise, details of directorships held
in other companies of the above Director proposed to be
re-appointed, along with his shareholding in the Company,
as stipulated under Secretarial Standard - 2 (Secretarial
Standard on General Meeting) and Regulation 36 of the
Listing Regulations, is appended as an Annexure I to the
Notice of the Annual General Meeting.

All the Directors of the Company have confirmed that they
are not disqualified from being appointed as Directors
in terms of Section 164 of the Act and not debarred or
disqualified by the Securities and Exchange Board of India
(the "SEBI") / Ministry of Corporate Affairs (the "MCA")
or any such statutory authority from being appointed
or continuing as Director of the Company or any other
Company where such Director holds such position in
terms of Regulation (10)(i) of Part C of Schedule V of Listing
Regulations. A Certificate to this effect, duly signed by CS

Kamal A Lalani, Practicing Company Secretary is annexed to
Corporate Governance Report.

Key Managerial Personnel:

The Company has following persons as Key Managerial
Personnel under the Companies Act, 2013:

As on 31^st March, 2025

Sr. No.	Name	Designation
1	Mrs. Sheetal Mandar	Managing Director &
	Bhalerao	Chairperson
2	Ms. Sejal Manharbhai Varia	Chief Financial Officer
3	Ms. Bhoomi Ketan Talati	Company Secretary & Compliance Officer

17. NUMBER OF MEETINGS OF THE BOARD
OF DIRECTORS:

The details of the number of Board Meetings and meetings
of various Committees are given in the Corporate
Governance Report. The intervening gap between the
meetings was within the time period prescribed under the
Companies Act, 2013, the revised Secretarial Standards -
1 (SS-1) issued by the Institute of Company Secretaries of
India and SEBI LODR.

All the Directors actively participated in the meetings and
contributed valuable inputs on the matters brought before
the Board of Directors from time to time.

The formation and term of reference of various Committees
are also given in the Corporate Governance Report. The
intervening gap between the meetings was within the
period prescribed under the Act.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st March,2025 are as follows:

Name of the Director	Number of Board Meetings
	Held during the tenure of the Directors	Attended
Mrs. Sheetal Mandar Bhalerao	7	6
Mr. Yatin Sanjay Gupte	7	6
Mr. Sanjay Mahadev Gupte	7	7
Mr. Sanjay Rajendra Soni	2	2
Dr. John Joseph	7	2
Lt. General Jai Singh Nain	7	3
Mr. Paresh Thakkar	7	7
Mr. Nihar Ashokbhai Naik	6	6
Ms. Mansi Jayendra Bhatt	2	2

18. DIRECTORS'' RESPONSIBILITY
STATEMENT AS REQUIRED UNDER SECTION
134 OF THE COMPANIES ACT, 2013:

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms of
Section 134(3)(c) of the Act:

I) That in the preparation of the Annual Financial
Statements for the FY ended 31^st March, 2025, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any.

II) That Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as 31^st March, 2025 and of the loss of the
Company for the period ended on that date.

III) The Directors have taken sufficient and proper
care for the maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting material fraud and other
irregularities;

IV) The Directors had prepared the annual accounts
for the FY ended 31^st March, 2025 on a going
concern basis;

V) That 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) That the Directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems were adequate
and operating effectively.

19. DECLARATION BY INDEPENDENT
DIRECTORS:

The Company has received necessary declarations from
each of the Independent Directors under Section 149(7)
of the Act that they meet the criteria of independence laid
down in Section 149(6) of the Act and Regulations 16(1)
(b) & 25 of the Listing Regulations and also in the opinion
of the Board and as confirmed by these Directors, they fulfil

the conditions specified in Section 149 of the Act and the
Rules made thereunder about their status as Independent
Directors of the Company.

The Company has received necessary declarations
from all the Independent Directors of the Company
confirming that:

- they meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule
IV and Rules issued thereunder, and the Listing
Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

- they have complied with the Code for Independent
Directors prescribed under Schedule IV to the
Act; and

- they have registered themselves with the
Independent Director''s Database maintained by
the Indian Institute of Corporate Affairs and have
qualified the online proficiency self-assessment test
or are exempted from passing the test as required in
terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

20. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors were
held on 28^th January, 2025 and 6^th February, 2025; as per
the provisions of Schedule IV (Code for Independent
Directors) of the Companies Act, 2013 and Regulation
25(3) of Listing Regulations; in which the following matters
were considered:

â¢ Evaluation of the performance of Non-Independent
Directors and the Board of Directors.

â¢ Evaluation of the performance of the Chairman, taking
into account the views of the Executive and NonÂ¬
Executive Directors.

â¢ Evaluation of the quality, content and timeliness of
flow of information between the management and the
Board that is necessary for the Board to effectively and
reasonably perform its duties.

The Independent Directors expressed satisfaction with the
overall performance of the Directors and the Board as a
whole.

21. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities
and in compliance with the requirements of applicable laws, the Board of directors has constituted Committees including
the following:

Audit Committee

The Audit Committee comprises of following Directors as on 31^st March, 2025:

Name of the Director	Position	Designation on Board
Mr. Nihar Ashokbhai Naik	Non- Executive Independent Director	Chairman
Mr. Yatin Sanjay Gupte	Non- Executive - Non-Independent Director	Member
Dr. John Joseph	Non- Executive Independent Director	Member
Mr. Paresh P Thakkar	Non- Executive Independent Director	Member
Ms. Mansi Jayendra Bhatt	Non- Executive Independent Director	Member

During the period, the Audit Committee met 06 (Six) times.

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors as on
31^st March, 2025:

Name of the Director	Position	Designation on Board
Mr. Paresh Prakashbhai Thakkar	Non- Executive Independent Director	Chairman
Mr. Nihar Ashokbhai Naik	Non- Executive Independent Director	Member
Mr. Jai Singh Nain	Non- Executive Independent Director	Member
Mr. Sanjay Mahadev Gupte	Non- Executive - Non Independent Director	Member
Ms. Mansi Jayendra Bhatt	Non- Executive Independent Director	Member

During the period the Nomination, Remuneration and Compensation Committee met 3 (Three) times.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2025:

Name of the Director	Position	Designation on Board
Mr. Sanjay Mahadev Gupte	Non- Executive Independent Director	Chairman
Mr. Paresh Prakashbhai Thakkar	Non- Executive Independent Director	Member
Mr. Nihar Ashokbhai Naik	Non- Executive Independent Director	Member
Ms. Sheetal Mandar Bhalerao	Chairman & Managing Director	Member
Ms. Mansi Jayendra Bhatt	Non- Executive Independent Director	Member

During the period the Stakeholders Relationship Committee met 1 (One) time.

Risk Management Committee

The Risk Management Committee comprises of following Directors as on 31^st March, 2025:

Name of the Director	Position	Designation on Board
Mr. Nihar Ashokbhai Naik	Non- Executive Independent Director	Chairman
Mr. Paresh Prakashbhai Thakkar	Non- Executive Independent Director	Member
Ms. Sheetal Mandar Bhalerao	Chairman & Managing Director	Member
Mr. Yatin Sanjay Gupte	Non- Executive Non- Independent Director	Member

During the period the Risk Management Committee met 1 (One) time.

The details with respect to powers, roles, terms of
reference and changes in committee compositions, if any,
of Mandatory Committees along with the dates on which
meetings of Committees were held during the FY 2024Â¬
25 including the number of Meetings of the Committees
that each Directors attended is provided in the ''Corporate
Governance Report'' which forms part of this Report.

Further as per Section 177(8) of the Act, as amended from
time to time, there have been no instances during the year
where recommendations of the Audit Committee were not
accepted by the Board of Directors.

22. BOARD PROCESSES, PROCEDURES AND
PRACTICES:

The Company believes that the effectiveness of the Board
is reinforced by its structures and the processes and
procedures it follows.

It has in place robust practices and processes that
contribute to the effective and efficient performance
of the Board. Board systems and procedures broadly
comprise convening the meetings, contents of the agenda,
conducting the meetings, decision making at the meetings,
adequacy of minutes and working of Board committees.
Decisions relating to the policy and operations of the
Company are arrived at meetings of the Board held
periodically. Meetings of the Board enable discussions on
matters placed before them and facilitate decision making
based on collective judgment of the Board. The Company
follows the best practices in convening and conducting
meetings of the Board and its committees.

These include:

Frequency of meetings:

A minimum of four Board meetings is held each year with
the time gap between any two successive meetings not
exceeding 120 days. Meetings of the committees are also
planned and scheduled to be held along with the Board
meetings.

Board agenda:

It strikes a fine balance between the reviews of the past
performance and forward-looking issues. The agenda is
structured such that routine and administrative matters do
not consume too much Board time. The agenda is made
available to the Directors along with supporting documents
sufficiently in advance of the meetings.

Availability of information to the Board:

The Board should be supplied in a timely manner with
information in a form and of a quality appropriate to enable
it to discharge its duties. Under the advice and direction of
the chairperson, the Company secretary''s responsibility
includes ensuring good information flows within the Board
as well as between senior management and non-executive
Directors.

The following information, inter alia, is provided to the
Directors of the Company:

â¢ Quarterly results for the Company

â¢ Minutes of meetings of audit committee and other
committees of the Board

â¢ General notices of interest received from Directors.

â¢ Show cause, demand, prosecution notices and
penalty

â¢ Notices which are materially important.

â¢ Fatal or serious accidents, dangerous occurrences,
any material effluent or pollution problems

â¢ Any material default in financial obligations to and by
the Company.

Role of Chairperson and Managing Director:

The Chairperson and Managing Director is responsible for
leadership of the Board and ensuring its effectiveness on
all aspects of its role. She upholds the highest standards of
integrity and probity inside and outside the boardroom,
through setting clear expectations in terms of culture and
values, as well as in terms of the style and tone of board
discussions. The MD encourages directors to express
their views frankly and challenge constructively in order to
improve the standard of discussion in the boardroom. The
role includes:

â¢ Making certain that an effective decision-making
process is in place in the Board, and that the Board''s
committees are properly structured with appropriate
terms of reference;

â¢ Encouraging the active engagement of all Board
members in Board and committee meetings, drawing
fully on their skills, experience, knowledge and, where
appropriate, independence;

â¢ Building effective relationships founded on mutual
respect and open communication - both inside and
outside the Boardroom - between the non-executive
Directors and executive team, in particular with regard
to the identification and oversight of significant risks;

â¢ Setting a board agenda which is primarily focused
on business, strategy, accountability, competitive
Performance and value creation;

â¢ Ensuring that issues relevant to this objective
are reserved for board consideration, including
Determining the nature and extent of the significant
risks the board is willing to embrace in the
Implementation of its strategy;

â¢ Developing, in particular, a productive working
relationship with the CEO, providing support and
Advice while respecting executive responsibility;

â¢ Consulting the senior independent director on board
matters consistent with regulations;

â¢ Ensuring effective processes are established relating
to succession planning and the composition of the
board, having regard to the benefits of diversity.

Role of CFO:

A CFO takes up the job of planning, implementing,
and managing all the activities related to finance in the
organization and she is responsible for all fiscal decisions.
Tracking cash, analysing the Company''s financial strength,
financial reporting compliances, and proposing corrective
actions are also some of the responsibilities. CFO also
updates and advises the Board of Directors on the
appropriate financial strategies to be adopted in line with
the corporate governance, legal, and ethical aspects.
Plays a key role in aligning the business strategies of the
Company for the most desirable financial outcomes for the
interests of Investors and other stakeholders.

Role of Company Secretary in Overall
Governance Process:

The Company Secretary has a key role to play in facilitating
the effective functioning of the Board through the timely
presentation of Board information which - by being
accurate, clear and comprehensive - assists high-quality
decision making. Under the direction of the Chairman
and MD, the Company Secretary''s responsibilities include
ensuring accurate information flows within the Board and
its committees, between senior management and nonÂ¬
executive Directors, as well as facilitating induction and
assisting with professional development. All Directors
have access to the advice and services of the Company
secretary who is responsible to the Board for ensuring
that Board procedures are complied with. In addition, the
Company Secretary discharges the functions prescribed
under the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Besides, the Company
Secretary acts as secretary of the Board and its committees
thereof.

23. EVALUATION OF THE PERFORMANCE
OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Committee has laid
down the criteria for performance evaluation of Executive
and Non- Executive Directors of the Company as per
Section 178 of the Act, as amended from time to time, and
as per Regulation 19 of the Listing Regulations. The criteria
was set based on various attributes, inter alia, profile,
experience, contribution, dedication, knowledge, sharing
of information with the Board, regularity of attendance,
aptitude & effectiveness, preparedness & participation,
team work, decision making process, their roles, rights,
responsibilities in the Company, monitoring & managing
potential conflict of interest of management, providing
fair and constructive feedback & strategic guidance and
contribution of each Director to the growth of the Company.

The Company has devised the Board''s Performance
Evaluation process along with performance evaluation
criteria / form for Independent and Non-Independent
Directors of the Company and criteria for evaluation of
Board''s / Committee''s performance along with remarks
and suggestions. The performance of the Board as a
whole and Committees were evaluated by the Board after
seeking inputs from the Committee members on the basis
of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

Independent Directors of the Company in their Separate
meeting reviewed the performance of Non-Independent
Directors and Chairman of the Company. The Independent
Directors also discussed the quality, quantity and timeliness
of flow of information between the Company management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties. The feedback of the
Meeting was shared with the Chairman of the Company
in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of the
Board, its committees and individual Directors was also
discussed.

Criteria for performance evaluation of Board, that of its
Committees and Individual Directors are provided in
Corporate Governance Report which is forming part of this
report.

24. FAMILIARIZATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the
operations and functioning of the Company at the time of
their appointment and on an ongoing basis to familiarise
them with their roles, rights and responsibilities, strategy
planning, manufacturing process, business strategy,
amendments in law, Company''s codes and policies,
environmental aspects, amongst others.

he details of the familiarisation programme are provided
in the Corporate Governance Report, which forms part of
this report and same is also available on the website of the
Company at https://www.wardwizardfoods.com/assets/
investor1/Policv05282025/FAMILIARIZATIQN%20
PROGRAMME.pdf

25. CODE OF CONDUCT:

The Company has laid down a which has been effectively
adopted by the Board Members and Senior Management
Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available
on the website at https://www.wardwizardfoods.
com/assets/investor1/Policy05282025/CODE%20
O F % 2 0 C O N D U C T % 2 0 O F % 2 0 B O A R D % 2 0
0F%20DIRECT0RS%20AND%20SENIQR%20
MANAGEMENT%20PERSONNEL.pdf

26. PARTICULARS OF LOANS, GUARANTEES,
SECURITIES OR INVESTMENTS UNDER
SECTION 186:

The particulars of loans, guarantees and investments as
per Section 186 of the Act by the Company have been
disclosed in the financial statements.

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered into
during the financial year were on an arm''s length basis
and were in the ordinary course of business. There are no
materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial
Personnel, or other designated persons which may have a
potential conflict with the interest of the Company at large.
All the related party transactions are approved by the Audit
Committee and Board of Directors.

The Company has adopted a Policy on Related Party
Transactions for the purpose of identification and
monitoring of such transactions.

The particulars of contracts or arrangements with related
parties referred to in sub section (1) of Section 188 entered
by the Company during the Financial Year ended 31^stMarch, 2025 in prescribed Form AOC-2 is appended to
this Report as Annexure - I.

The policy on Related Party Transactions as approved by
the Board is uploaded on the website of the Company
and the web link is https://www.wardwizardfoods.
com/assets/investor1/Policy05282025/POLICY%20
ON%20DEALING%20WITH%20RELATED%20PARTY%20
TRANSACTIONS.pdf

28. DISCLSOURE RELATING TO

REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND

PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable
provisions, if any, of the Act read with the Rules thereunder
(including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), and regulation 19 of
the Listing Regulations, Board of Directors of the Company
has in its meeting held during FY 2024-25, approved and
adopted a revised Nomination and Remuneration Policy of
the Company relating to the remuneration for the Directors,
Key Managerial Personnel (KMPs), Senior Management
Personnel and other employees of the Company.

The brief outline/salient features of Nomination and
Remuneration Policy, inter alia, includes:

a) Objects of the Policy:

â¢ ensure that Directors, KMPs and Senior Management
Personnel are remunerated in a way that reflects the
Company''s long-term strategy;

â¢ align individual and team reward with business
performance in both the short term and long term;

â¢ encourage executives to perform to their fullest
capacity;

â¢ to be competitive and cost effective;

â¢ formulation of criteria for identification and selection
of the suitable candidates for the various positions;

â¢ to recommend policy relating to the remuneration
for the Directors, Key Managerial Personnel, Senior
Management Personnel and other employees of the
Company;

â¢ recommend to Board on appropriate performance
criteria for the Directors and carry on the performance
evaluation of the Directors;

â¢ to identify ongoing training and education programs
for the Board to ensure that Non-Executive Directors
are provided with adequate information regarding
options of the business, the industry and their legal
responsibilities and duties;

â¢ to assist Board in ensuring Board nomination process
in accordance with the Board Diversity policy;

â¢ to recommend to the Board, all remuneration, in
whatever form, payable to Senior Management.

b) The Nomination and Remuneration
Committee shall recommend remuneration
considering below criteria / principle:

â¢ level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors of
the quality required to run the Company successfully;

â¢ relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;

â¢ remuneration to Directors, KMPs and Senior
Management Personnel involves a balance between
fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of
the Company and its goals.

c) Criteria for selection of members on the Board of
Directors and candidates for KMP and Senior Management
Personnel

d) Term/tenure of appointment, removal, retirement

e) Remuneration Policy for Directors, KMPs and other
employees

f) Evaluation process

g) Flexibility, judgment and discretion

Directors'' appointment and criteria for determining
qualifications, positive attributes, independence of a
director is forming part of Nomination and Remuneration
Policy of the Company.

The Nomination and Remuneration Policy of the
Company is displayed on the website of the Company at
https://www.wardwizardfoods.com/assets/
investor1/Policv05282025/NOMINATIQN%20
&%20REMUNERATION-%20CUM%20
%E2%80%93BOARD%20DIVERSITY%20PQLICY.pdf

The information required under Section 197 of the Act
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Companies (Appointment and Remuneration of Managerial
Personnel) Amendments Rules, 2016, as amended from
time to time, in respect of Directors / employees of the
Company is set out in Annexure-II to this report.

29. ANNUAL RETURN

In terms of the provisions of Section 134(3)(a) and
Section 92(3) of the Companies Act, 2013 and Rule 12
of the Companies (Management and Administration)
Rules, 2014, the Annual Return in form No. MGT -7 of the
Company is available on the website of the Company
at the web-link https://www.wardwizardfoods.com/
annualReturnAnnualReport

30. CORPORATE SOCIAL RESPONSIBILTY
POLICY

According to the provision of Sec. 135 of the Companies
Act 2013, companies having a net worth of '' 500 crore or
more, or turnover of '' 1000 crore or more or a net profit
of '' 5 crore or more during any financial year are required
to constitute CSR (Corporate Social Responsibility)
Committee. However, your Company does not fall in the
above said criteria and hence not required to constitute the
said Committee.

31. THE CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
PURSUANTTOTHE PROVISIONS OF SECTION
134(3)(M) OF THE COMPANIES ACT,
2013 (ACT) READ WITH THE COMPANIES
(ACCOUNTS) RULES, 2014

The information of Conservation of Energy as required under
Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts), Rules 2014 along with details
of technology absorption and foreign exchange earnings
& outgo are given by way of Annexure-III to Director''s
Report.

32. STATUTORY AUDITORS

M/s. Mahesh Udhwani & Associates, Chartered
Accountants (Firm Registration Number: 129738W)
Vadodara were appointed at the Annual General Meeting
of the Company held on 27^th September, 2022, as Statutory
Auditors for a first term of 5 years till the conclusion of the
AGM to be held in the FY 2027. Pursuant to the amendment
to Section 139 of the Companies Act, 2013 effective from
07^th May, 2018, ratification by shareholders every year for
the appointment of Statutory Auditors is no longer required
and accordingly, the Notice of ensuing 71^st AGM does not
include the proposal for seeking shareholders'' approval for
ratification of Statutory Auditors appointment.

M/s. Mahesh Udhwani & Associates, Chartered
Accountants have signified their assent and confirmed
their eligibility to be appointed as Statutory Auditors
in terms of the provisions of Section 141 of the Act read
with Rule 4 of the Companies (Audit and Auditors) Rules,
2014. The firm performs its obligations in adherence to
recognized auditing standards and periodically certifies
its independence from management. The Auditors have
confirmed that they are not disqualified from continuing as
Statutory Auditors of the Company.

Auditor''s Report:

They have audited the financial statements of the Company
for the year under review. The observations of Statutory
Auditors in their Report read with relevant Notes to
Accounts are self-explanatory and therefore, do not require
further explanation under Section 134 of the Companies
Act, 2013.

The Notes on financial statement referred to in the Auditors''
Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any
qualification, reservation, or adverse remark.

33. INTERNAL AUDITORS:

M/s. Upadhyay & Company LLP, Chartered Accountant

(Registration No: AAJ-6356) has been appointed as
Internal Auditors under Section 138 of the Companies Act,
2013 read with the Rule 13 of the Companies (Accounts)
Rules, 2014 as an Internal Auditor of the Company for
the Financial Year 2024-2025 at remuneration as may be
mutually agreed between the Internal Auditor and Board of
Directors dated 30^th May, 2024.

34. SECRETARIAL AUDITORS:

Pursuant to the provisions of Regulation 24A of the
Listing Regulation and Section 204 of the Act, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company is
required to appoint Secretarial Auditors for a period of five
consecutive financial years commencing from FY 2025-26.
Based on the recommendation of the Audit Committee,

the Board of Directors, at its meeting held on 27^th February,
2025, approved the appointment of MR. Kamal A Lalani,
Practicing Company Secretaries, Peer Reviewed Certificate
No. 6618/2025, as Secretarial Auditors of the Company for
a term of five years, i.e., from 1^st April, 2025 to 31^st March,
2030, subject to approval of the Members at the ensuing
Annual General Meeting.

Secretarial Audit Report:

The Secretarial Audit Report (Form MR-3) for the year
ended 31^st March, 2025 in prescribed form duly audited
by the Practicing Company Secretary Mr. Kamal A
Lalani forming part of the report of the Corporate
Governance Report.

The Secretarial Audit Report does not contain any
qualification, reservation, or adverse remark.

35. ANNUAL SECRETARIAL COMPLIANCE
REPORT:

The Company has undertaken an audit for the FY2024-2025
for all applicable compliances as per Listing Regulations
and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report submitted to the stock
exchanges within 60 days of the end of the Financial Year.

36. COST RECORDS AND COST AUDIT
REPORT:

37. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors,
Internal Auditors and Secretarial Auditor have not reported
any instances of frauds committed in the Company by its
Directors or Officers or Employees to the Audit Committee
under Section 143(12) of the Companies Act, 2013, details
of which needs to be mentioned in this Report.

38. INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation,
2015, 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 persons of the
Company which was reviewed by the Board from time to
time and amended accordingly till date. The Code requires
pre-clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company''s shares by the
Directors and the designated persons while in possession
of Unpublished Price Sensitive Information (UPSI) in
relation to the Company and during the period when the
Trading Window is closed. The Company has also installed
structural digital database. The Company has appointed
M/s. Purva Sharegistry (India) Private Limited, the Registrar
& Share Transfer Agent of the Company, to monitor/

facilitate compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended.

During the year under review, there has been due
compliance with the said code.

39. VIGIL MECHANISM (WHISTLE BLOWER
POLICY):

The Vigil Mechanism as envisaged in the Companies Act,
2013, the Rules prescribed thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is implemented through the Company''s Whistle
Blower Policy.

The Company has adopted a Whistle Blower Policy
establishing a formal vigil mechanism for the Directors and
employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of Code of Conduct
and Ethics. It also provides for adequate safeguards against
the victimization of employees who avail of the mechanism
and provides direct access to the Chairperson of the Audit
Committee in exceptional cases. It is affirmed that no
personnel of the Company have been denied access to the
Audit Committee. The policy of vigil mechanism is available
on the Company''s website.

The Whistle Blower Policy aims for conducting the affairs in a
fair and transparent manner by adopting highest standards
of professionalism, honesty, integrity and ethical behaviour.
All employees of the Company are covered under the
Whistle Blower Policy.

The brief detail about this mechanism may be accessed
on the Company''s website at the weblink: https://
www.wardwizardfoods.com/assets/investor1/
Policy05282025/VIGIL%20MECHANISM%20AND%20
WHISTLE%2QBLOWER%2QPOLICY.pdf

40. RISK MANAGEMENT:

The Board of Directors has constituted a Risk Management
Committee. The Company recognises that risk is an integral
part of business and is committed to managing the risks in a
proactive and efficient manner. The Company periodically
assesses risks in the internal and external environment,
along with the cost of treating risks and incorporates risk
treatment plans in its strategy, business and operational
plans. The Company through its risk management process,
strives to contain impact and likelihood of the risks within
the risk appetite as agreed from time to time with the Board
of Directors.

At plants level, Internal Committees have been formed,
headed by plant head and functional departmental
heads. Such Committees report to the Risk Management
Committee from time to time and the Risk Management
Committee reports to the Board of Directors of the
Company. The Board of Directors has developed and
implemented Risk Management Policy for the Company.
There are no risks which in the opinion of the Board of

Directors threaten the existence of the Company. However,
some of the risks which may pose challenges are set out in
the Management Discussion and Analysis Report, which
forms part of this report.

41. COMPLIANCE:

The Compliance function of the Company is responsible for
independently ensuring that operating and business units
comply with the regulatory and internal guidelines. The
Compliance Department of the Company continues to play
a pivotal role in ensuring implementation of compliance
functions in accordance with the directives issued by the
Regulators, the Board of Directors and the Company''s
Compliance Policy. The Audit Committee reviews the
performance of the Compliance Department and the status
of compliance with the regulatory or internal guidelines on
a periodic basis. New instructions and guidelines issued
by the regulatory authorities were disseminated across the
Company to ensure that the business and functional units
functions with the boundaries set up by the regulators
and that the compliance risks are suitably monitored and
mitigated in course of their activities and processes.

42. SECRETARIAL STANDARDS:

During the FY 2024-25, the Company has complied
with the applicable provisions of the Secretarial
Standards- 1 and 2 issued by the Institute of Company
Secretaries of India.

43. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

Your Company takes pride in the commitment,
competence and dedication shown by its employees
in all areas of business. Your Company ensures that it
provides a harmonious and cordial working environment
to all its employees. To ensure good human resources
management, your Company focused on all aspects of
the employee lifecycle. This provides a holistic experience
for the employee as well. Your Company has. Objective
appraisal systems based on Key Result Areas are in place
for all employees.

Your Company is committed to nurture, enhance and
retain talent through superior Learning & Organizational
Development.

The total strength of your Company employees as on 31^stMarch, 2025 was 40.

TEMPUS CENTRAL: With increase in the hiring

requirements to match the growth & expansion plans;

Tempus Central (Attendance & Payroll) was implemented
to digitize the employee records and the same is made
available as mobile application for employee-friendly
usage for time & attendance, leave, pay slip, etc. Tempus
Central is an advanced attendance management system
that automates mundane activities of an HR or administrator
managing Time Office.

EMPLOYEE ENGAGEMENT: The HR Department of
the Company organizes a cross functional team work
enhancement program named "Happy Hours" once in a
month. Major festival like Navratri, Diwali, Holi, Uttarayan,
Eid. etc are celebrated at factory and office premises which
was actively participated by majority employees of the
Company. Further, Company regularly organizes Woman
Health awareness sessions.

44. INVESTOR RELATIONSHIP:

Investor relations is a critical function within a Company that
focuses on building and maintaining relationships with its
investors and stakeholders. It serves as the bridge between
the Company''s management team, its shareholders,analysts,
and the broader investment community. The primary goal
of investor relations is to effectively communicate the
Company''s financial performance, strategic direction, and
key developments to the investment community.

Investor relations professionals play a vital role in managing
the flow of information between the Company and its
investors. They are responsible for disseminating accurate
and timely information, such as financial reports, earnings
releases, and regulatory filings, to ensure transparency and
compliance.

In addition to communication and relationship - building,
investor relations professionals also monitor and analyse
market trends, investor sentiment, and competitor activities.
They assess the impact of market developments on the
Company''s valuation and help management understand
and respond to changes in the investment landscape.
By staying abreast of market dynamics, investor relations
teams can effectively advise the Company''s leadership.

Overall, investor relations is a critical function that helps
companies establish and maintain productive relationships
with their investors and the broader investment community.
By providing transparent and timely information, fostering
relationships, and monitoring market trends, investor
relations professionals contribute to enhancing the
Company''s reputation, maximizing shareholder value, and
supporting its long-term growth objectives.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPALCE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which
mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company
has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under
the POSH Act. Training/awareness programme are conducted throughout the year to create sensitivity towards
ensuring a respectable workplace.

During the Financial Year under review the Company has received no complaints of sexual harassment at workplace.

Sr. no.	Particulars	No. of Complaints
1	Complaints filed during the financial year	NIL
2	Complaints disposed of during the financial year	NA
3	Complaints pending as on the end of the financial year	NIL

The brief detail about this policy may be accessed on the Company''s website at the web link: https://www.wardwizardfoods.
com/assets/investor1/Policy05282025/POLICY%20ON%20PREVENTION%20QF%20SEXUAL%20HARRASMENT.pdf

46. COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT
1961:

During the FY 2024-25, the Board of Directors of the
Company confirms that the Company has complied with
the provisions of the Maternity Benefit Act, 1961, and the
rules made thereunder including relating to maternity leave
and other benefits to women employees.

Key Compliance Measures:

1. Maternity Leave: The Company provides maternity
leave to eligible female employees as per the Act.

2. Maternity Benefits: The Company pays maternity
benefits to eligible female employees as per the Act.

The Board certifies that the Company has complied with
the provisions of the Maternity Benefit Act, 1961, and the
rules made thereunder, and has taken necessary measures
to ensure the welfare of female employees.

The Board confirms that the Company is committed to
providing a supportive and inclusive work environment for
all employees, including expectant and new mothers, and
will continue to comply with the provisions of the Maternity
Benefit Act, 1961.

47. STATUTORY DISCLOSURES:

A copy of audited financial statements of the said Company
will be made available to the members of the Company,
seeking such information at any point of time. A cash

flow statement for the FY 2024-2025 is attached to the
Balance Sheet.

48. CREDIT RATING:

The Company has not issued any debt instruments and does
not have any Fixed Deposit Programme or any scheme or
proposal involving mobilization of funds in India or abroad
during the financial year ended 31^st March, 2025.

Hence during the Year there was no requirement to obtain
such Credit Ratings.

49. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

A statement on the Management Discussion and Analysis
Report, which gives a detailed account of state of affairs of the
Company''s operations forms a part of this Annual Report.

50. CORPORATE GOVERNANCE:

The Company has a rich legacy of ethical governance
practices and committed to implement sound
corporate governance practices with a view to bring
about transparency in its operations and maximize
shareholder value.

A Report on Corporate Governance along with a Certificate
from the Secretarial Auditors of the Company regarding
compliance with the conditions of Corporate Governance
as stipulated under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 forms part of the Annual Report as Annexure - A.

51. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which
are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or
other Courts.

52. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

53. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the
continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the
shareholders, consumers and banks for their continued support.

For Wardwizard Foods and Beverages Limited

SD/-

Sheetal Mandar Bhalerao

Place: Vadodara Managing Director

Date: 29-08-2025 DIN: 06453413

Mar 31, 2024

Your Directors have immense pleasure in presenting the 70^th Annual Report on the business and operations of the Company for the Financial Year ended 31^stMarch 2024.

FINANCIAL HIGHLIGHTS:

Your Company''s financial performance for the year ended March 31, 2024 is as below:		(Rs. in Lakhs)
Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Sales	1671.14	780.89
Other Income	297.12	19.17
Profit before Interest, Depreciation & Exceptional Items	(3223.28)	(817.53)
Interest	344.90	1.70
Depreciation	525.95	92.80
Exceptional Items	0	0
Profit/(Loss) before Tax	(3223.28)	(817.53)
Provision for Tax	81.23	76.01
Profit/(Loss) after Tax	(3304.51)	(893.54)
Other Comprehensive Income (Item that will not be reclassified to profit and Loss)	11.77	0
Add : Balance Brought forward from previous year	(893.54)	(515.95)
Dividend on Preference Share	0	0.00
Tax on distributed preference dividend	0	0.00
Sales Tax Paid for Earlier Year	0	0.00
Balance carried to Balance Sheet	(3304.51)	(893.54)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS & FUTURE OUTLOOK:

During the financial year under review, the Company incurred a loss of Rs. (3304.51) lakhs. Despite this, your Directors are actively identifying prospective areas for growth and will make strategic investments to maximize revenue in the current financial year.

Although the Company faced challenges in the previous year, we are optimistic about our future prospects. Our focus on identifying new opportunities and making targeted investments will drive growth and improve our financial performance. We are committed to taking proactive steps to ensure a turnaround and create long-term value for our stakeholders.

Our focus is on:

- Enhancing operational efficiencies

- Diversifying product offerings

- Strengthening market presence

- Investing in innovative technologies

We are confident that these initiatives will enable the Company to achieve a turnaround and create long-term value for our stakeholders.

INDIAN ACCOUTING STANDARD, 2015:

The Financial Statements for the year ended on 31^st March, 2024 have been prepared in accordance with the Companies

(Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

PREFERENTIAL ISSUE:

The Board of Directors of the Company at meeting held on June 24, 2022 had approved the issue of Convertible Equity Warrants on preferential basis in aggregate and up to 17,00,00,000 (Seventeen Crore) Convertible equity warrants ("Equity Warrantsâ) for cash at a price of Rs. 5/- per warrant, each convertible into or exchangeable for One (1) equity share of face value of Re. 1/- each ("the Equity Sharesâ) (Including Premium of Rs. 4/- each) aggregating to Rs. 85,00,00,000/-(Rupees Eighty Five Crores) to Promoters/ Promoter groups and Strategic Investors not forming part of the Promoter Group/ Non-promoter entity as defined in SEBI (ICDR) Regulations ("Proposed Allotteeâ) under Promoter Category on a preferential basis in compliance with applicable provisions of SEBI (ICDR) Regulations, through Shareholders approval through Postal Ballot dated 02-09-2022 and In principle approval letter received for issue of 16,99,40,000 warrants convertible into 16,99,40000 equity shares of Re. 1/- each from stock exchange dated 29-08-2022.

The Company has allotted the 1,70,00,000 equity shares on preferential basis to promoters out of 8,36,00,000 convertible equity warrants dated 21-06-2023. The Listing approval is

received dated 26-07-2023 and the trading approval received dated 10-08-2023.

Further, the Company has allotted the 1,96,00,000 equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group out of 6,66,00,000 convertible equity warrants dated 04-082023. The Listing approval is received dated 01-09-2023 and the trading approval received dated 13-09-2023.

Further, the Company has allotted the 1,60,00,000 equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group out of 4,70,00,000 convertible equity warrants dated 21-102023. The Listing approval is received dated 16-11-2023. and the trading approval received dated 21-11-2023.

Further, the Company has allotted the 55,00,000 equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group out of 3,10,00,000 convertible equity warrants dated 02-01-2024. The Listing approval is received dated 20-01-2024. and the trading approval received dated 31-01-2024.

Further, the Company has allotted the 35,00,000 equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group out of 2,55,00,000 convertible equity warrants dated 13-03-2024. The Listing approval is received dated 10-04-2024. and the trading approval received dated 25-04-2024.

Further, the 2,20,00,000 no. Convertible equity warrants of Re. 1/- each has lapsed and the amount paid on allotment of convertible equity warrants has been forfeited by the Company dated 13-03-2024.

The main object of the Preferential Issue was:

1. Augmentation of Working Capital Purposes

2. General Corporate Purposes

3. Marketing and Branding

4. Investment in Group Companies

5. Plant and Machinery

RECLASSIFICATION OF SHARES:

The Company has received the Reclassification letters from M/s Silverlake Dealers LLP on 25^th July, 2022 (herein referred to as "Outgoing Promotersâ) to reclassify their status from "Promoter Categoryâ to "Public Categoryâ as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended time to time.

Your Company had made an application for reclassification to the Stock Exchanges where the Company''s shares are Listed

i.e., BSE Limited on 16^th August, 2022 and received the approval from BSE Limited, vide ref. no LIST/COMP/BS/265/2023-24 dated 27^th June, 2023.

LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on The BSE Limited (Scrip Code: 539132)

The Company has paid the Annual Listing Fees for the FY 20232024 & 2024-2025 to the said Stock Exchange as required.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR:

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANY''S OPERATION IN FUTURE:

The nature of business of the Company remained unchanged and there were no significant or material orders passed by regulators, courts, or tribunals impacting the Company''s operations in the future.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In compliance with MCA and SEBI Circulars, printing and despatch of physical Annual Reports for the financial year ended 2023-24 to the shareholders has been dispensed off. Hence the Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/ Depositories, unless any member has requested for a physical copy of the same. Members may note that the Notice and Annual Report 2023- 24 will also be available on the Company''s website www.wardwizardfoods.com

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

Your Company ensure adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines. The Audit Committee of Board of Directors reviews the adequacy of internal controls.

ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF TRANSFER TO RESERVES:

In absence of any profits, the Board do not recommend transfer of any amount to General Reserves.

DIVIDEND:

In view of continuing losses, your Directors have not recommended Dividend for the Financial Year 2023-2024.

UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company

SHARE CAPITAL:

Authorised Share Capital:

The Authorised Share Capital of the Company Rs. 28,00,00,000 (Rupees Twenty-eight crore only) divided into 28,00,00,000 (Twenty-eight crore) equity shares of Re. 1/- each of the Company.

Paid up Share Capital:

During the year under review, there has been change in the paid up Share Capital of the Company. The Company has allotted 1,70,00,000 (dated 21^st June, 2023),96,00,000 (dated 4^th August, 2023), 1,60,00,000 (dated 21^st October, 2023), 55,00,000 (dated 2^nd January, 2024) and 35,00,000 (dated 13^th March, 2024) equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group pursuant to conversion of warrants.

The Company''s paid-up equity share capital as on 31^st March, 2024 was Rs. 2571.4 lakhs.

Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

No Bonus Shares were issued during the year under review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

During the year under review, there are no subsidiaries, associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. Pursuant to the provisions of Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there is change in the composition of the Board as stated below:

The details of Directors appointed & resigned during the year are as follows:

DIRECTORS
Sr. No.	DIN/PAN	Name of Director	Designation	Original date of Appointment	Date of Cessation
1	06453414	Mrs. Sheetal Mandar Bhalerao	Managing Director & Chairman	21-05-2022	â
2	07261150	Mr. Yatin Sanjay Gupte	Non- Executive Non Independent Director	21-05-2022	â
3	08286993	Mr. Sanjay Mahadev Gupte	Non- Executive Non Independent Director	21-05-2022	â
4	02613471	Mr. Sanjay Rajendra Soni	Non-Executive Independent Director	21-05-2022	01-08-2024
5	08287618	Mr. Kiran Suhas Upasani	Non-Executive Independent Director	21-05-2022	19-05-2023
6	09195568	Mrs. Neelambari HarhBhujbal	Non-Executive Independent Director	21-05-2022	19-05-2023
7	07885677	Mr. Preyansh Bharatkumar Shah	Non-Executive Independent Director	19-05-2023	08-02-2024
8	10147439	Mrs. Rohini Abhishek Chauhan	Non-Executive Independent Director	19-05-2023	08-02-2024
9	08641139	Dr. John Joseph	Non-Executive Independent Director	25-09-2023	--
10	10289738	Lt. General Jai Singh Nain	Non-Executive Independent Director	25-09-2023	--
11	08265981	Mr. Paresh Thakkar	Non-Executive Independent Director	14-02-2024	--
12	08302107	Mr. Nihar Ashokbhai Naik	Additional Non-Executive Independent Director	30-07-2024	--

DIRECTORS LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mrs. Sheetal Mandar Bhalerao (DIN: 06453413) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. As required by Regulation 36(3) of Listing Regulations, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the Corporate Governance Report forming part of the Board''s Report. The Board recommends all the resolution placed before the members relating to appointment / re-appointment of Directors for their approval.

KEY MANAGERIAL PERSONNEL:

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:
Sr. No. Name		Designation
1	Mrs. Sheetal Mandar Bhalerao	Managing Director & Chairman
2	Ms. Sejal Manharbhai Varia	Chief Financial Officer
3	Ms. Bhoomi Ketan Talati	Company Secretary & Compliance Officer

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of Board Meetings and meetings of various Committees are given in the Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The formation and term of reference of various Committees are also given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st March,2024 are as follows:
	Number of Board Meetings
Name of the Director	Heldduring the tenure of the Directors	Attended
Mrs. Sheetal Mandar Bhalerao	11	11
Mr. Yatin Sanjay Gupte	11	10
Mr. Sanjay Mahadev Gupte	11	11
Mr. Sanjay Rajendra Soni	11	11
Mr. Kiran Suhas Upasani	1	1
Mrs. Neelambari HarhBhujbal	1	1
Mr. Preyansh Bharatkumar Shah	9	9
Mrs. Rohini Abhishek Chauhan	9	9
Dr. John Joseph	6	1
Lt. General Jai Singh Nain	6	2
Mr. Paresh Thakkar	2	2

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

I) That in the preparation of the Annual Financial Statements for the FY ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

II) That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as 31^st March, 2024 and of the profit of the Company for the period ended on that date.

III) The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

IV) The Directors had prepared the annual accounts for the FY ended 31^st March, 2024 on a going concern basis;

V) That 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) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further declaration received from directors, confirming that they have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 16^th March, 2024; as per the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations; in which the following matters were considered:

â¢ Evaluation of the performance of Non-Independent Directors and the Board of Directors

â¢ Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors

â¢ Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

Audit Committee

The Audit Committee comprises of following Directors as on 31^st March, 2024:
Name of the Director	Position	Designation on Board
Mr. Sanjay Soni	Non- Executive Independent Director		Chairman
Dr. John Joseph	Non- Executive Independent Director		Member
Mr. Paresh P Thakkar	Non- Executive Independent Director		Member
Mr. Yatin Sanjay Gupte	Non- Executive - Non Independent Director		Member
During the period, the Audit Committee met 10 (Ten) times. Nomination, Remuneration and Compensation Committee The Nomination, Remuneration and Compensation Committee comprises of the following Directors as on 31^s			^: March, 2024:
Name of the Director	Position	Designation on Board
Mr. Paresh Prakashbhai Thakkar	Non- Executive Independent Director		Chairman
Mr. Sanjay Soni	Non- Executive Independent Director		Member
Lt. General Jai Singh Nain	Non- Executive Independent Director		Member
Mr. Sanjay Mahadev Gupte	Non- Executive - Non Independent Director		Member
During the period the Nomination, Remuneration and Compensation Committee met 3 (Three) times. Stakeholders Relationship Committee The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2024:
Name of the Director	Position	Designation on Board
Mr. Sanjay Mahadev Gupte	Non- Executive Independent Director	Chairman
Mr. Paresh Prakashbhai Thakkar	Non- Executive Independent Director	Member
Mr. Sanjay Soni	Non- Executive Independent Director	Member
Ms. Sheetal Mandar Bhalerao	Chairman & Managing Director	Member
During the period the Stakeholders Relationship Committee met 1 (One) time.

BOARD PROCESSES, PROCEDURES AND PRACTICES:

The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows.

It has in place robust practices and processes that contribute to the effective and efficient performance of the Board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of Board committees. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the Board. The Company follows the best practices in convening and conducting meetings of the Board and its committees.

These include:

Frequency of meetings:

A minimum of four Board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the Board meetings.

Board agenda:

It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much Board time. The agenda is made available to the Directors along with supporting documents sufficiently in advance of the meetings.

Availability of information to the Board:

The Board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairperson, the Company secretary''s responsibility includes ensuring good information flows within the Board as well as between senior management and non-executive Directors.

The following information, inter alia, is provided to the Directors of the Company:

â¢ Quarterly results for the Company

â¢ Minutes of meetings of audit committee and other committees of the Board

â¢ General notices of interest received from Directors.

â¢ Show cause, demand, prosecution notices and penalty

â¢ Notices which are materially important.

â¢ Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems

â¢ Any material default in financial obligations to and by the Company.

Role of Chairperson and Managing Director:

The Chairperson and Managing Director is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role. She upholds the highest standards of integrity and probity inside and outside the boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The MD encourages directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom. The role includes:

â¢ Making certain that an effective decision-making process is in place in the Board, and that the Board''s committees are properly structured with appropriate terms of reference

â¢ Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence;

â¢ Building effective relationships founded on mutual respect and open communication - both inside and outside the Boardroom - between the non-executive Directors and executive team, in particular with regard to the identification and oversight of significant risks.

â¢ Setting a board agenda which is primarily focused on business, strategy, accountability, competitive Performance and value creation;

â¢ ensuring that issues relevant to this objective are reserved for board consideration, including

Determining the nature and extent of the significant risks the board is willing to embrace in the Implementation of its strategy;

â¢ developing, in particular, a productive working relationship with the CEO, providing support and Advice while respecting executive responsibility;

â¢ consulting the senior independent director on board matters consistent with regulations;

â¢ ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity;

Role of CFO:

A CFO takes up the job of planning, implementing, and managing all the activities related to finance in the organization and she is responsible for all fiscal decisions. Tracking cash, analysing the Company''s financial strength, financial reporting compliances, and proposing corrective actions are also some of the responsibilities. CFO also updates and advises the Board of Directors on the appropriate financial strategies to be adopted in line with the corporate governance, legal, and ethical aspects. Plays a key role in aligning the business strategies of the Company for the most desirable financial outcomes for the interests of Investors and other stakeholders.

Role of Company Secretary in Overall Governance Process:

management and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary acts as secretary of the Board and its committees thereof.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution, and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination, Remuneration and Compensation Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the independent Directors and meeting of Nomination, Remuneration and Compensation Committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARIZATION PROGRAMMES:

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time. The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

The detail policy on the familiarisation programme is available on the website at https://www.wardwizardfoods.com/ assets/investor1/policv/Familirization%20Proqramme.pdf

CODE OF CONDUCT:

The Company has laid down a which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at https://www.wardwizardfoods.com/assets/ investor1/policv/Code%20of%20Conduct%20Policv.pdf

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186:

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended 31st March, 2024 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. All the related party transactions are approved by the Audit Committee and Board of Directors.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31st March,

2023 in prescribed Form AOC-2 is appended to this Report as Annexure - I

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is https://www.wardwizardfoods.com/assets/investor1/ policv/Related%20Partv%20Transaction%20Policv.pdf

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Board''s Report as Annexure - II

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web-link https://www. wardwizardfoods.com/annualReturnAnnualReport

CORPORATE SOCIAL RESPONSIBILTY POLICY

According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during previous financial year are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above said criteria and hence not required to constitute the said Committee and also has not adopted CSR Policy.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

The information of Conservation of Energy as required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details of technology absorption and foreign exchange earnings & outgo are given by way of Annexure-III to Director''s Report.

STATUTORY AUDITORS

term of 5 years till the conclusion of the AGM to be held in the FY 2027 (Subject to ratification of their appointment at every Annual General Meeting).

M /s. Mahesh Udhwani & Associates, Chartered Accountants have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The firm performs its obligations in adherence to recognized auditing standards and periodically certifies its independence from management. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

AUDITOR''S REPORT:

They have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are selfexplanatory and therefore, do not require further explanation under Section 134 of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, or adverse remark.

INTERNAL AUDITORS:

M/s. Upadhyay & Company LLP, Chartered Accountant (Registration No: AAJ-6356) has been appointed as Internal Auditors under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014 as an Internal Auditor of the Company for the Financial Year 2023-2024 at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors dated 19^thMay, 2023.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mrs. Pooja Amit Gala Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2023-24 in its Board meeting held on 19^thMay, 2023. During the year, her sole propertiership has been registered as Firm namely Pooja Gala & Associates.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report (Form MR-3) for the year ended 31st March, 2024 in prescribed form duly audited by the Practicing Company Secretary Mrs. Pooja Gala forming part of the report of the Corporate Governance Report.

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the FY 2023-2024 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report submitted to the stock exchanges within 60 days of the end of the Financial Year.

COST RECORDS AND COST AUDIT REPORT:

During the financial year under review, your Company has not crossed the threshold limits prescribed for appointment of Cost Auditor as per provisions of Section 148 of the Companies Act, 2013 and rules made thereunder However, The Company is not required to maintain cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013..

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, 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 persons of the Company which was reviewed by the Board from time to time and amended accordingly till date. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company and during the period when the Trading Window is closed. The Company has also installed structural digital database. The Company has appointed M/s. Purva Sharegistry (India) Private Limited, the Registrar & Share Transfer Agent of the Company, to monitor / facilitate compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

During the year under review, there has been due compliance with the said code.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company''s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.

The brief detail about this mechanism may be accessed on the Company''s website at the weblink: https://www. wardwizardfoods.com/assets/investor1/policy/Whistle%20 Blower%20Policy.pdf

COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by the Regulators, the Board of Directors and the Company''s Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Your company ensures that it provides a harmonious and cordial working environment to all its employees. To ensure good human resources management, your Company focused on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. Your Company has. Objective appraisal systems based on Key Result Areas are in place for all employees.

Your Company is committed to nurture, enhance and retain talent through superior Learning & Organizational Development.

The total strength of your Company employees as on 31st March, 2024 was 216.

TEMPUS CENTRAL: With increase in the hiring requirements to match the growth & expansion plans; Tempus Central (Attendance & Payroll) was implemented to digitize the employee records and the same is made available as mobile application for employee-friendly usage for time & attendance, leave, pay slip, etc. Tempus Central is an advanced attendance management system that automates mundane activities of an HR or administrator managing Time Office.

EMPLOYEE ENGAGEMENT: The HR Department of the Company organizes a cross functional team work enhancement program named "Happy Hoursâ once in a month. Major festival like Navratri, Diwali, Holi, Uttarayan, Eid. etc are celebrated at factory and office premises which was actively participated by majority employees of the Company. Further, Company regularly organizes Woman Health awareness sessions.

INVESTOR RELATIONSHIP:

Investor relations is a critical function within a company that focuses on building and maintaining relationships with its investors and stakeholders. It serves as the bridge between the company''s management team, its shareholders, analysts, and the broader investment community. The primary goal of investor relations is to effectively communicate the company''s financial performance, strategic direction, and key developments to the investment community.

Investor relations professionals play a vital role in managing the flow of information between the company and its investors. They are responsible for disseminating accurate and timely information, such as financial reports, earnings releases, and regulatory filings, to ensure transparency and compliance.

In addition to communication and relationship - building, investor relations professionals also monitor and analyse market trends, investor sentiment, and competitor activities. They assess the impact of market developments on the company''s valuation and help management understand and respond to changes in the investment landscape. By staying abreast of market dynamics, investor relations teams can effectively advise the company''s leadership.

Overall, investor relations is a critical function that helps companies establish and maintain productive relationships with their investors and the broader investment community. By providing transparent and timely information, fostering relationships, and monitoring market trends, investor relations professionals contribute to enhancing the company''s

reputation, maximizing shareholder value, and supporting its long-term growth objectives.

AWARDS AND RECOGNITION:

During the financial year 2023-24 your Company has received the following awards and recognitions.

Fastest Growing Brand 2023 by Asia One - We are elated to be awarded as the Fastest Growing Brand 2023 category in the FMCG category.

Fastest Growing Leaders 2023 - Mrs Sheetal Bhalerao, Chairperson and Managing Director of Wardwizard Foods & Beverages Limited has been awarded as the Fastest Growing Leaders 2023

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPALCE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programme are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

During the Financial Year under review the Company has received no complaints of sexual harassment at workplace.

Sr. no.	Particulars	No. of Complaints
1	Complaints filed during the financial year	NIL
2	Complaints disposed of during the financial year	NA
3	Complaints pending as on the end of the financial year	NIL

The brief detail about this policy may be accessed on the Company''s website at the web link:

https://www.wardwizardfoods.com/assets/investor1/policy/

Prevention%20of%20Sexual%20Harassment%20Policy.pdf

STATUTORY DISCLOSURES:

A copy of audited financial statements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the FY 2023-2024 is attached to the Balance Sheet.

CREDIT RATING:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31^st March, 2024.

Hence during the Year there was no requirement to obtain such Credit Ratings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms a part of this Annual Report.

CORPORATE GOVERNANCE:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value.

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

VALUATION FOR ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BAANK OR FINANICLA INSTITUTIONS:

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.

Mar 31, 2023

Your Directors have immense pleasure in presenting the 69^th Annual Report on the business and operations of the Company for the Financial Year ended 31^stMarch 2023.

Financial Highlights:

Your Company''s financial performance for the year ended March 31, 2023 is as below: (Rs. in Lakhs)

Particulars	Year Ended	Year Ended
Particulars	31st March, 2023	31st March, 2022
Sales & Other Income	780.89	33.59
Profit before Interest, Depreciation & Exceptional Items	(817.53)	(12.24)
Interest	1.70	(8.90)
Depreciation	92.80	(1.32)
Exceptional Items	0	(7.94)
Profit /(Loss) before Tax	(817.53)	(20.18)
Provision for Tax	76.01	-
Profit after Tax	(893.54)	(20.18)
Add : Balance Brought forward from previous year	(515.95)	(495.77)
Dividend on Preference Share	0.00	0.00
Tax on distributed preference dividend	0.00	0.00
Sales Tax Paid for Earlier Year	0.00	0.00
Balance carried to Balance Sheet	(893.54)	(515.95)

Results of Operations and the State of Company''s Affairs & Future Outlook:

During the year under review, the Company has made Loss of Rs. 893.54 Lakhs. During the year, there was change in the control & management of the Company. The present management of the Company has taken the control and management of the Company dated 21^st May, 2022. The present management is into frozen foods, ready to eat foods, beverages, drinking water and other foods items 3. The Company has plan for expansion in the state of Gujarat, Maharashtra, Rajasthan and other parts of India, including exports to various countries. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current Financial Year.

Change in Control & Management:

During the year there has been change in the control & management of the Company. (1) Mrs. Sheetal Mandar Bhalerao (2) Mr. Yatin Sanjay Gupte and (3) Wardwizard Solutions India Private Limited, have acquired 2,70,57,520 equity shares of Re. 1/- each representing 24.78% of the paid-up capital of the Company by way of Share Purchase Agreement dated 5^thFebruary, 2022 between the existing promoters & Acquirers.

The Acquirers have made Open Offer of 3,88,46,692 equity shares of Rs. 1/- each at an offer price of Rs. 5/- per share representing 35.57% of the paid-up capital of the Company.

The Open Offer opened on 30^th March, 2022 & closed on 12^thApril, 2022 & it was concluded successfully on 22^nd April, 2022. Pursuant to completion of Open offer after SEBI approval the entire Board of the Company was changed on 21^st May, 2022, details of which are given elsewhere in the report.

Name Change of the Company:

The Company has changed its name from ''Vegetable Products Limited'' to Wardwizard Foods and Beverages Limited'' and

also changed its main object in its Board meeting held on 17^thJune, 2022 and shareholders'' approval taken through postal ballot and resolution was passed on 30^th July, 2022 to carry out the business activities of frozen foods, ready to eat foods, aerated drinks, soft drinks, drinking water and other foods and beverages items. The new business activities in the listed entity will make a value addition to the net worth the Company by increased top line and its profitability & sustained earnings in the future. This will benefit public shareholders at large. The management wants to consolidate all foods & beverages business activities in the Company & thus to enjoy all its operations with greater cost efficiency.

The Company has received the certificate of Registration of Alteration of Object Clause from Registrar of Companies (ROC-Kolkata) on 02^nd August, 2022 and Certificate of Incorporation pursuant to change of name received from Registrar of Companies (ROC-Kolkata) on 03^rd August, 2022.

Preferential Issue:

The Company has allotted the 4,90,40,000 equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group out of 16,99,40,000 convertible equity warrants dated 10-102022. The Listing approval was received on 22-11-2022 and the trading approval was received on 01-12-2022.

Further, the Company has allotted the 3,73,00,000 equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group out of 12,09,00,000 convertible equity warrants on 28-032023. The Listing approval was received on 08-05-2023 and the trading approval was received on 12-05-2023.

Further, the Company has allotted the 1,70,00,000 equity shares on preferential basis to promoters out of 8,36,00,000 convertible equity warrants on 21-06-2023. The Listing approval was received on 26-07-2023 and the trading approval is awaited.

The main object of the Preferential Issue was:

1. Augmentation of Working Capital Purposes

2. General Corporate Purposes

3. Marketing and Branding

4. Investment in Group Companies

5. Plant and Machinery

Acquisition of Food Business:

The Company has acquired the Business of Yeppy foods and Safpro Industries Pvt. Ltd, both are in food industries, as per the valuation report. Yeppy foods has got manufacturing unit at Vadodara, wherein Sanjay Gupte is majority partner. Yeppy foods manufactured frozen foods & ready to eat food items.

Yeppy foods also owns "QUIKSHEFâ brand under which various outlets in Gujarat & Maharashtra are operating for frozen foods. These outlets are owned by Yeppy Foods. The Company along with business has acquired brand & other outlets, which are presently operating. The Company has acquired this business on cash basis. The Company has made Business Succession Agreement dated 24^th September, 2022.

Safpro Industries Private Limited was engaged in the business of manufacturing of top-quality sauces, ketchup, mayonnaise and Packaged Foods, Canning, Bottling, & Pouching of Various Foods items and Condiments and more for exports and domestic markets. The Company is an ISO 22000 certified Company with the manufacturing facility located in Gujarwadi, Pune. The product is marketed under the brand name ''Snackbuddy'' and ''Wildberry'' through stockiest located across India. The Company''s portfolio comprises of 41 plus products range of condiment foods which includes sauces, ketchup, mayonnaise and more. Safpro business along with plant & machinery was acquired by the Company. The Company has acquired this business on cash basis. The Company has made Business Transfer Agreement dated 24^th September, 2022.

Shifting of Registered Office and Corporate Office of the Company:

Pursuant to Section 12 of The Companies Act, 2013 (''the Act'') and any other applicable provisions of the Act and Rules made thereunder (including any statutory modification and reenactment thereof for the time being in force), the Company has changed its Registered Office of the Company from Subol Dutt Building, 13, Brabourne Road, Mezzanine Floor Kolkata -700 001 to MMS Chambers, 4A, Council House, 1st Floor, Room No. D1, Kolkata, West Bengal - 700 001 with effect from 17^thJune, 2022. Further, the Company has shifted the registered office from MMS Chambers, 4A, Council House, 1^st Floor, Room No. D1, Kolkata, West Bengal - 700 001 to Old Nimta Road, Nandan Nagar, Belghoria- Kolkata-700083 within local limits with effect from 23^rd September,2022.

The Company has set up its Corporate Office at 418, GIDC Estate, Por, Ramangamdi, Vadodara-391243 wherein KMP, Directors and major department has been functioning from the Corporate Office as the new management is based in Vadodara, Gujarat, India in its Board Meeting held on 21^st May, 2022. All the Books of accounts are maintained in the corporate office of the Company.

Listing of Equity Shares:

The Company''s equity shares are listed on The BSE Limited (Scrip Code: 539132)

The Company has paid the Annual Listing Fees for the FY 20222023 to the said Stock Exchange as required.

Material Changes and Commitments Affecting the Financial Position of the Company Occurred During the Financial Year:

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

Material Orders Passed by the Regulators of Courts or Tribunals Impacting The Company''s Operation in Future:

No such material order has been passed by the Regulators or Court or Tribunals having adverse effect on the operation of the Company in future.

Circulation of Annual Reports in Electronic Form:

In compliance with MCA and SEBI Circulars, printing and despatch of physical Annual Reports for the financial year ended 2022-23 to the shareholders has been dispensed with. Hence the Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/ Depositories, unless any member has requested for a physical copy of the same. Members may note that the Notice and Annual Report 2022- 23 will also be available on the Company''s website www.wardwizardfoods.com

Adequacy of Internal Financial Controls:

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

Your Company ensure adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.

The Audit Committee of Board of Directors reviews the adequacy of internal controls.

Acceptance of Public Deposits:

Details Of Transfer To Reserves:

In absence of any profits, the Board do not recommend transfer of any amount to General Reserves.

Dividend:

In view of continuing losses, your Directors have not recommended Dividend for the Financial Year 2022-2023.

Unclaimed Dividend and Shares to the Investor Education and Protection Fund (IEPF):

Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company

Share Capital:

Authorised Share Capital:

The Company in its Board meeting held on 24^th June, 2022 has decided to increase the Authorized Share Capital of the Company from Rs. 11,00,00,000/- (Rupees Eleven crore only) to Rs. 28,00,00,000 (Rupees Twenty-eight crore only) divided into 28,00,00,000 (Twenty-eight crore) equity shares of Re. 1/- each of the Company and consequent alteration of Memorandum of Association of the Company which was approved by the Shareholders through Postal Ballot dated on 02-09-2022.

Paid up Share Capital:

During the year under review, there has been change in the paid up Share Capital of the Company. The Company has allotted 4,90,40,000 (dated 10^th October, 2022) and 3,73,00,000 (dated 28^th March, 2023) equity shares on preferential basis to promoters/ promoters'' group and Strategic Investors not forming part of the Promoter Group pursuant to conversion of warrants.

The Company''s paid-up equity share capital as on March 31, 2023 was Rs. 1955.4 lakhs.

Utilisation of Proceeds:

Status of Utilisation of Rights Issue Proceeds are mentioned in the below table as on 31^st March, 2023:

(Amount in Lakhs)

Funds Raised	Fund utilised	Fund un utilised
7424.50	5263.60	2160.90

Deviation in the use of proceeds from the object stated in the offer Document:

There has been no deviation in the utilization of the funds raised by the Company.

Further, the details of Utilisation preferential allotment proceeds for the year ended 31st March, 2023 have been provided in notes to the Accounts of the Financials of the Company.

Subsidiary, Associate and Joint Venture Companies:

Directors and Key Managerial Personnel:

The entire Board of the Company has undergone changes, pursuant to change in the management of the Company. The details of Directors appointed & resigned during the year are as follows:

Directors

Sr. No.	DIN/PAN	Name of Director	Designation	Original date of Appointment	Date of Cessation
1	00 080751	Mr. Rameshchandra Daga	Managing Director & CEO	11-05-2021	21-05-2022
2	00080515	Mr. Pradeepkumar Daga	Non-Executive Director	11-09-2014	21-05-2022
3	08471379	Mrs. Santosh Choradia	Non- Executive Woman Director	31-10-2019	21-05-2022
4	08752495	Mrs. Pritika Choraria	Non-Executive Independent Director	03-06-2020	21-05-2022
5	08751700	Mr. Nitesh Singh	Non-Executive Independent Director	03-06-2020	21-05-2022
6	09282921	Mr. Satyam Jaiswal	Non-Executive Independent Director	17-08-2021	21-05-2022
7	06453413	Mrs. Sheetal Mandar Bhalerao	Managing Director & Chairman	21-05-2022	---
8	07261150	Mr. Yatin Sanjay Gupte	Non- Executive Non Independent Director	21-05-2022	---
9	08286993	Mr. Sanjay Mahadev Gupte	Non- Executive Non Independent Director	21-05-2022	â
10	02613471	Mr. Sanjay Rajendra Soni	Non-Executive Independent Director	21-05-2022	---
11	08287618	Mr. Kiran Suhas Upasani	Non-Executive Independent Director	21-05-2022	---
12	09195568	Mrs. Neelambari Harshal Bhujbal Non-Executive Independent Director		21-05-2022	---

Directors Liable to Retire By Rotation:

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Sanjay Mahadev Gupte (DIN: 08286993) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. As required by Regulation 36(3) of Listing Regulations, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the Corporate Governance Report forming part of the Board''s Report. The Board recommends all the resolution placed before the members relating to appointment / re-appointment of Directors for their approval.

Key Managerial Personnel:

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr. No.	Name	Designation
1	Mr. Rameshchandra Daga (Resigned on 21^st May,2022)	Managing Director
2	Mr.Amit Kumar Singh (Resigned on 21^st May,2022)	Chief Financial Officer
3	Mr. Abhishek Lohia (Resigned on 10^th April,2022)	Company Secretary & Compliance Officer
4	Mrs. Sheetal Mandar Bhalerao (Appointed on 21^st May,2022)	Managing Director & Chairman
5	Ms. Sejal Manharbhai Varia (Appointed on 21^st May,2022)	Chief Financial Officer
6	Ms. Bhoomi Ketan Talati (Appointed on 11^th April,2022)	Company Secretary & Compliance Officer

Number of Meetings of the Board of Directors:

The details of the number of Board Meetings and meetings of various Committees are given in the Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The formation and term of reference of various Committees are also given in the Corporate Governance

Report. The intervening gap between the meetings was within the period prescribed under the Act.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st March,2023 are as follows:

Name of the Director	Number of Board Meetings Held Attended
Mr. Rameshchandra Daga (Resigned on 21^st May, 2022)	14	2
Mr. Pradeepkumar Daga (Resigned on 21^st May, 2022)	14	2
Mrs. Santosh Choradia (Resigned on 21^st May, 2022)	14	2
Mr. Nitesh Singh (Resigned on 21^st May, 2022)	14	2
Ms. Pritika Choraria (Resigned on 21^st May, 2022)	14	2
Mr. Satyam Jaiswal (Resigned on 21^st May, 2022)	14	2
Mrs. Sheetal Mandar Bhalerao (Appointed on 21^st May,2022)	14	12
Mr. Yatin Sanjay Gupte (Appointed on 21^st May,2022)	14	12
Mr. Sanjay Mahadev Gupte (Appointed on 21^st May,2022)	14	12
Mr. Kiran Suhas Upasani (Appointed on 21^st May,2022)	14	12
Mrs. Neelambari Harshal Bhujbal (Appointed on 21^st May,2022)	14	12
Mr. Sanjay Rajendra Soni (Appointed on 21^st May,2022)	14	12

Directors'' Responsibility Statement as Required Under Section 134 of The Companies Act, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors''

Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2023 and Profit and Loss Account of the Company for that period;

iii) that 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) that the Directors have prepared the Annual Accounts for the Financial Year ended 31^st March, 2023 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors:

Meeting of Independent Directors:

A separate meeting of the Independent Directors was held on 8^th February, 2023; as per the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations; in which the following matters were considered:

â¢ Evaluation of the performance of Non-Independent Directors and the Board of Directors

â¢ Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors

â¢ Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the

overall performance of the Directors and the Board as a whole.

Composition Of The Committees And Its Meetings:

Audit Committee

The Audit Committee comprises of following Directors as on

31^st March, 2023:

Name of the Director	Position	Designation on Board
Mr. Sanjay Soni	Non- Executive Independent Director	Chairman
Mr. Kiran Suhas Upasani	Non- Executive Independent Director	Member
Ms. Neelambari Harshal Bhujbal	Non- Executive Independent Director	Member
Mr. Yatin Sanjay Gupte	Non- Executive - Non Independent Director	Member

During the period, the Audit Committee met 11 (Eleven) times.

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors as on 31^st March, 2023:

Name of the Director	Position	Designation on Board
Ms. Neelambari Harshal Bhujbal	Non- Executive Independent Director	Chairman
Mr. Sanjay Soni	Non- Executive Independent Director	Member
Mr. Kiran Suhas Upasani	Non- Executive Independent Director	Member
Mr. Sanjay Mahadev Gupte	Non- Executive - Non Independent Director	Member

During the period the Nomination, Remuneration and Compensation Committee met 3 (Three) times.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2023:

Name of the Director	Position	Designation on Board
Mr. Kiran Suhas Upasani	Non- Executive Independent Director	Chairman
Ms. Neelambari Harshal Bhujbal	Non- Executive Independent Director	Member
Mr. Sanjay Soni	Non- Executive Independent Director	Member
Ms. Sheetal Mandar Bhalerao	Chairman & Managing Director	Member

During the period the Stakeholders Relationship Committee met 2 (Two) times.

Board Processes, Procedures and Practices:

The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows.

It has in place robust practices and processes that contribute to the effective and efficient performance of the Board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of Board committees. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the Board. The Company follows the best practices in convening and conducting meetings of the Board and its committees.

These include:

Frequency of meetings:

A minimum of four Board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the Board meetings.

Board agenda:

It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much Board time. The agenda is made available to the Directors along with supporting documents sufficiently in advance of the meetings.

Availability of information to the Board:

The Board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairperson, the Company secretary''s responsibility includes ensuring good information flows within the Board as well as between senior management and non-executive Directors.

The following information, inter alia, is provided to the Directors of the Company:

â¢ Quarterly results for the Company

â¢ Minutes of meetings of audit committee and other committees of the Board

â¢ General notices of interest received from Directors.

â¢ Show cause, demand, prosecution notices and penalty

â¢ Notices which are materially important.

â¢ Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems

â¢ Any material default in financial obligations to and by the Company.

Role of Chairperson:

The Chairman is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role. The role includes:

â¢ Making certain that an effective decision-making process is in place in the Board, and that the Board''s committees are properly structured with appropriate terms of reference

â¢ Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence;

â¢ Building effective relationships founded on mutual respect and open communication - both inside and outside the Boardroom - between the non-executive Directors and executive team, in particular with regard to the identification and oversight of significant risks.

Role of Managing Director:

The Managing Director (MD) lives and upholds the highest standards of integrity and probity inside and outside the boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The MD encourages Directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom.

The role includes:

â¢ Setting a board agenda which is primarily focused on business, strategy, accountability, competitive

Performance and value creation;

â¢ ensuring that issues relevant to this objective are reserved for board consideration, including

Determining the nature and extent of the significant risks the board is willing to embrace in the

Implementation of its strategy;

â¢ developing, in particular, a productive working relationship with the CEO, providing support and

Advice while respecting executive responsibility;

â¢ consulting the senior independent Director on board matters consistent with regulations;

â¢ ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity;

Role of CFO:

A CFO takes up the job of planning, implementing, and managing all the activities related to finance in the organization and she is responsible for all fiscal decisions. Tracking cash, analysing the Company''s financial strength, financial reporting compliances, and proposing corrective actions are also some of the responsibilities. CFO also updates and advises the Board of Directors on the appropriate financial strategies to be adopted in line with the corporate governance, legal, and ethical aspects. Plays a key role in aligning the business strategies of the Company for the most desirable financial outcomes for the interests of Investors and other stakeholders.

Role of Company Secretary in Overall Governance Process:

The Company Secretary has a key role to play in facilitating the effective functioning of the Board through the timely presentation of Board information which - by being accurate, clear and comprehensive - assists high-quality decision making. Under the direction of the Chairman and MD, the Company Secretary''s responsibilities include ensuring accurate information flows within the Board and its committees, between senior management and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary acts as secretary of the Board and its committees thereof.

Board Evaluation:

was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution, and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

Familiarization Programmes:

The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

The detail policy on the familiarisation programme is available on the website at www.wardwizardfoods.com

Code of Conduct:

The Company has laid down a which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at www.wardwizardfoods.com

Particulars of Loans, Guarantees, Securities or Investments Under Section 186:

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended 31 March 2023 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties:

All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. All the related party transactions are approved by the Audit Committee and Board of Directors.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31st March, 2023 in prescribed Form AOC-2 is appended to this Report as Annexure - I

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.wardwizardfoods.com

Statement of Particulars of Appointment and Remuneration of Managerial Personnel

Annual Return

Corporate Social Responsibilty Policy

According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above said criteria and hence not required to constitute the said Committee.

The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the Provisions of Section 134(3)(M) of the Companies Act, 2013 (Act) Read with the Companies (Accounts) Rules, 2014

Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Maroti & Associates, Chartered Accountants (Firm registration Number 322770E), were appointed as statutory auditors of the Company from the conclusion of the 63rd Annual General Meeting (AGM) of the Company held on September 19, 2017 till the conclusion of the 68th Annual General Meeting (AGM) of the Company.

In accordance with the provisions of the Companies Act, 2013, the Board has appointed M /s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm Registration Number 129738W as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. Maroti & Associates, Chartered Accountants (Firm Registration No: 322770E), (Due to engagement in other professional assignment, change in the management of the Company & since the present management is operating from Vadodara and Maroti & Associates does not have any branch at Vadodara) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold office of Statutory Auditor from the conclusion of this General Meeting till the conclusion of AGM to be held for FY 2027.

M /s. Mahesh Udhwani & Associates, Chartered Accountants have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The firm performs its obligations in adherence to recognized auditing standards and periodically certifies its independence from the management.

Internal Auditors:

M/s. Upadhyay & Company LLP, Chartered Accountant (Registration No: AAJ-6356) has been appointed as Internal Auditors under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014 as an Internal Auditor of the Company for the Financial Year 20222023 at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors dated 21^st May, 2022.

Auditors Report:

They have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are selfexplanatory and therefore, do not require further explanation under Section 134 of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, or adverse remark.

Secretarial Auditors Report:

A Secretarial Audit Report (Form MR-3) for the year ended 31st March, 2023 in prescribed form duly audited by the Practicing Company Secretary Mrs. Pooja Gala forming part of the report of the Corporate Governance Report is attached herewith.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the FY 2022-2023 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report was submitted to the stock exchanges within 60 days of the end of the Financial Year.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Prevention of Insider Trading Code:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company 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 persons of the Company which was reviewed by the Board from time to time and amended accordingly till date. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated persons while

in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company and during the period when the Trading Window is closed. The Company has also installed structural digital database. The Company has appointed M/s. Purva Sharegistry (India) Private Limited, the Registrar & Share Transfer Agent of the Company, to monitor / facilitate compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

All Board of Directors and the designated employees have confirmed compliance with the Code.

Disclosure About Cost Audit and Cost Records:

Vigil Mechanism (Whistle Blower Policy):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company''s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.

The brief detail about this mechanism may be accessed on the Company''s website at the weblink: https://www. wardwizardfoods.com/assets/investor1/policy/Whistle%20 Blower%20Policy.pdf

Compliance:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by the Regulators, the Board of Directors and the Company''s Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

Human Resource Management:

The Company has a dedicated HR department with a focus on increasing leadership skills, recruitment, training and ensuring employee welfare activities. As on 31st March, 2023, the Company has 153 employees in its pay role. For developing functional capabilities, team skills and interpersonal skills the Company organizes various training programs involving external faculties.

Disclosure Under The Sexual Harassment Of Women At Workpalce (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, greed, color or social status of the employee.

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaints during the year. The Company regularly conducts awareness programs for its employees.

Statutory Disclosures:

Credit Rating:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31^st March, 2023.

Hence during the Year there was no requirement to obtain such Credit Ratings.

Management Discussion And Analysis Report:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms a part of this Annual Report.

Indian Accouting Standard, 2015:

The Financial Statements for the year ended on March 31, 2023 have been prepared in accordance with the Companies (Indian

Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

Corporate Governance:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value.

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.

For Wardwizard Foods and Beverages Limited (Formerly known as Vegetable Products Limited)

Sd/- Sd/-

Sheetal Mandar Bhalerao Yatin Sanjay Gupte

Managing Director Non-Executive Non- Independent Director

DIN: 06453413 DIN: 07261150

Place: Vadodara Date: 4^th August, 2023

Mar 31, 2018

Dear Shareholderâs

The are presenting the 64th Annual Report of the Company along with the Standalone Audited Statement of Accounts for the year ended on 31st March, 2018. The financial results for the year are given below.

SUMMARISED FINANCIAL RESULTS:

Rs. in Lakh

Particulars	Year ended 31^st March, 2018	Year ended 31^st March, 2017
Sales & Other Income	42.02	43.53
Profit before Interest, Depreciation & Exceptional Items	20.98	9.88
Interest	(6.91)	(6.91)
Depreciation	(2.13)	(2.35)
Exceptional Items	0.00	0.00
Profit /(Loss) before Tax	11.94	0.62
Provision for Tax	(2.28)	0.00
Deferred Tax	(0.06)	(0.19)
MAT Tax Credit Availed	2.28	0.00
Profit after Tax	11.88	0.43
Add : Balance Brought forward from previous year	(480.33)	(480.76)
Appropriations
Dividend on Preference Share	0.00	0.00
Tax on distributed preference dividend	0.00	0.00
Sales Tax Paid for Earlier Year	0.00	0.00
Balance carried to Balance Sheet	(468.46)	(480.33)

REVIEW OF OPERATIONS AND PROSPECTS:

Your Company has recorded a profit of Rs. 11.88 Lakh during the year under review as compared to profit of Rs. 0.43 Lakh incurred in the previous year. The companyâs turnover during the year has nil because of discontinuance of production since July, 2011. In spite of this the company could achieve this growth because of continuous effort in other area of business. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures. Your directors bring new projects in the area of agriculture business and Construction Company to boost the turnover and profit of the company in the future scenario. The required approvals to start the new projects is still pending from the various departments, whereas your directors are waiting for approvals to start the new projects. We set hope that once we get the approvals from the department the new projects shall be started accordingly.

Your Company is making all out endeavor to rise to the market expectations to protect and achieve enhanced value for all its stakeholders i.e. shareholders, employees, consumers and society in general.

DIVIDEND:

Your directors regret their inability to recommend any dividend to equity shareholders for the year 2017-18.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

SHARE CAPITAL:

The Companyâs paid-up equity share capital as on March 31, 2018 was Rs. 1092 lakhs.

DIRECTORS:

Pursuant to the provisions of section 149 of the Act, Mr. Arun Chakraborty (DIN: 00140430), Mr. Rathindra Nath Ghosh (DIN:00152267) and Mr. Sudarson Kayori (DIN:00165816) were appointed as independent directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Approval of members is being sought for re-appointment of Mr. Tanmoy Mondal (DIN: 06391885) for the term of consecutive five years effective from 14th day of May, 2019 up to 13th day of May, 2024 as set out in explanatory statement annexed to the notice convening this Meeting.

Director Ms. Kirti Sharma (DIN: 07434779) retire by rotation and, being eligible, offer herself for re appointment.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. Tanmoy Mondal (DIN 06391885), Chief Executive Officer and Managing Director, Mr. Utpal Dey, Chief Financial Officer and Mrs. Shivani Khanna (ICSI Membership No. A33730), Company Secretary. There has been no change in the key managerial personnel during the year.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD:

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. During the year 4 (Four) Audit Committee Meetings, 4 (Four) Nomination & Remuneration Committee Meetings and 6 (Six) Stakeholdersâ Relationship Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

NO.OF BOARD MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 14 (Fourteen) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.

AUDITORS:

AUDITORâS REPORT

The Auditorâs Report to the Shareholders does not contain any reservation, qualification or adverse remarks.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. D. Rao & Associates, Company Secretaries in practice (C.P. No. 14385 & Membership Number A38387) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith as ââAnnexure 1ââ to this report.

COST AUDITOR

Appointment of Cost Auditor pursuant to section 148 of the Companies Act, 2013 is not applicable to the company. Hence Cost Auditor has not been appointed for the financial year 2017-2018.

CASH FLOW STATEMENT

In accordance with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow statement duly verified by the Auditors is annexed herewith.

FINANCE

Cash and cash equivalents as at March 31, 2018 was Rs. 581.95 lakhs. The Company continues to focus on judicious management of its working capital, receivables and other working capital parameters were kept under strict check through continuous monitoring.

MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

DEPOSITS

During the year under reference, the Company has not accepted any deposits from the public and as such, within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GURANTEES AND INVESTMENTS

The provision of section 186 of the Co. Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), are not applicable, as the Company has not given any loans or guarantees during the year. The details of investments, if any, made by the Company is given in the notes of the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS18) has been made in the notes to the Financial Statements. The policy is available on the website of the company (http://www.vegetableindia.com/cc/rpt.pdf).

SUBSIDIARY COMPANIES

The Company does not have any subsidiary, hence the compliance of provisions of section 129(3) of the Companies Act, 2013 are not applicable.

DIRECTORâS RESPONSIBILITY STATEMENTS

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March, 2018 and state that :

i) in the preparation of the annual accounts for the year ended 31^st March,2018, the applicable accounting standards have been followed along with the proper explanation relating to material departure, if any.

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 the profit or 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 the Companies Act, 2013 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.

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The current policy of the Company is to have an appropriate mix of executive and independent directors to maintain independence of the Board, and separate its function of governance and management. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

PARTICULARS OF EMPLOYEES:

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange and requirements under the Companies Act, 2013, the Report on Corporate Governance together with Statutory Auditors view and management discussion & analysis report regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

PRESERVATION OF DOCUMENTS:

All the documents as required under the Act, has been properly kept at the registered office of the Company.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2017-18 to the Bombay Stock Exchange Limited (BSE) where the shares of the Company are listed.

Further The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) for voluntary delisting of equity shares and the same has been delisted from The Calcutta Stock Exchange Ltd. (CSE) with effect from 23.02.2018 vide their notice dated 22.02.2018.

FRAUD REPORTING:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above said criteria and hence not required to constitute the said Committee.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

BUSINESS RESPONSIBILITY REPORT:

The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 mandates inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top hundred listed entities based on market capitalization. We does not fall in the top hundred listed entities and hence not provided the BRR as part of our Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Companyâs operations in future.

CONSERVATION OF ENERGY, TECHNONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company. The policies are reviewed periodically by the board and updated based on need and new compliance requirement.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

ARCHIVAL POLICY

The policy deals with the retention and archival of corporate records of Vegetable Products Ltd. The policy is available on the website of the company : http://www.vegetableindia.com/investor.html.

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 Companyâs 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 Directors and the designated employees have confirmed compliance with the Code.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Bâ.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees.

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, no complaints were reported to the Board and no cases have been files under the Act as the Company is keeping the working environment healthy.

IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on 16 February 2015.

Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (IND AS) converged. Though the Company is required to adopt IND AS from the year 2017-18 onwards

Reconciliation of total income for the year ended March 2017

Particulars	Year Ended as
	on 31.03.2017
Total Comprehensive Income as per previous GAAP	42,827
Adjustments:	-
Fair Valuation of Investments
Total Comprehensive Income as per Ind AS	42,827

ACKNOWLEDGEMENT

Your Directors like to place on record their appreciation for the unstinted support and assistance received by the Company from the Central and State Governments and its Bankers.

The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Companyâs well being.

For and on behalf of the Board

Place : Kolkata Pradeep Kumar Daga Tanmoy Mondal

Date : 28th day of May, 2018. Chairman & Director Managing Director

DIN: 00080515 DIN : 06391885

Mar 31, 2016

The Directors have pleasure in presenting the 62nd Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31^st March, 2016.

Financial Results

The Directors now present below the financial highlights for 2015-16:_ Rs. in Lakh

Particulars	Year ended 1 31''* March. 2016	Year ended 31''Â» March. 2015
Sales & Other Income	38.72	0.29
Profit before Interest, Depreciation & Exceptional Items	8.41	(30.08)
Interest	(6.33)	(7.50)
Depreciation	(2.42)	(2.52)
Exceptional Items	(2.50)	(12.83)
Profit / (Loss) before Tax	(2.84)	(52.94)
Provision for 1 ax	0.00	0.00
Deferred Tax	(0.20)	10.77
MAT Tax Credit Availed	0.00	0.00
Profit alter lax	(3.03)	(42.17)
Add : Balance Brought forward from previous vear	(471.22)	(429.05)
Appropriations
Dividend on Preference Share	0.00	0.00
Tax on distributed preference dividend	0.00	0.00
Sales Tax Paid for Earlier Year	(6.-51)	0.00
Balance carried to Balance Sheet	(480.76)	(471.22)

REVIEW OF OPERATION & PROSPECT

Your Company has recorded a loss of Ks. 3.03 Lakhs during the year under review as compared lo loss of Ks. 42.17 incurred in the previous year. I he company''s turnover during the year has decreased because of discontinuance of production since July, 2011, In spite of this the company could achieve this growth because of continuous effort in other area of business. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through possible measures. Your directors bring new projects in the area of agriculture business and construction company to boost the turnover and profit of the company in the future scenario.

DIVIDEND

Your directors regret their inability to recommend any dividend to equity share holders For the year 2015-16.

DEMATERIALISTION OF EQUITY SHARES

Your directors have pleasure to inform you that your company had obtained connectivity with both the participants i.e. National Securities Depository Limited (NSDL) as well as Central Depository Services Limited (CDSL) with ISIN No. INE761D01013. About 96.97% of the total shares are held in Demat form. Shareholders holding shares in physical form have an option to dematerialize their shares with either of the depositories

FINANCE

Cash and cash equivalents as at March 31, 2016 was Rs. 508.31 lakhs. The Company continues to focus on judicious management of its working capital, receivables and other working capital parameters were kept under strict check through continuous monitoring.

SHARE CAPITAL

The paid-up equity capital as on March 31, 2016 was Ks. 1092 lakhs. 1 he company has issued 9(nine) bonus equity shares . l(one) each tor every 5(Five) equity shares Re. l(one) held.

DIRECTOR

Director Mr. Tanmoy MondaJ (DIN 0639188s) retire by rotation and, being eligible, offer himself for re appointment.

DEPOSITS

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

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

DIRECTORâS RESPONSIBILITY STATEMENTS

In terms of See Li cm 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In The preparation of the annual accounts for The year ended 31^st .VIarch,2016, the applicable accounting standards have been followed along with the proper explanation relating to material departure, if any.

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 the profit 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 the Companies Act,2013 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.

CASH FLOW STATEMENT

In. accordance with the requirement of Clause 32 of the Listing Agreement of the Stock Exchange and SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015, Gash Flow statement duly verified by the Auditors is annexed herewith.

CORPORATE GOVERNANCE AND INTERNAL AUDIT

Your company in compliance with the provision of clause 49 of ihe Listing Agreement and SEBI (Listing Obligation and Disclosure requirements) Regulation,2015 formed Audit Committee, Shareholders Grievance Committee and made necessary adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement and SEBI (Listing Obligation and Disclosure requirements) Regulation, 2015, forms part of the Annual Report.

CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION FOR EXCHANINGE EARNINGS &OUTGO

The information of Conservation of Energy as required under section 134 (3) (in) of the Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details ot technology absorption and foreign exchange earnings & outgo are given by wav of Annexure-3 to Director''s Report

PERSONNEL

Industrial Relations in the Company continued to be satisfactory throughout the year under review. In accordance with the requirement of the provision of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules,2014, no employee of the Company is in receipt ot remuneration aggregating to Rs. 60,00,000/-or more for the year and Rs. 5,00,000/- or more for part of the month.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEB1), on September 2, 2015, issued SHB.T (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the a tin lo consolidate and streamline the provisions of the Listing Agreement to different segments of capital markets to ensure belter enforceability. The said regulation were effective December J., 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during December, 2015

COST AUDITOR

Appointment to Cost Auditor pursuant to section 748 of the Companies Act, 2013 is not applicable to the company. Hence Cost Auditor has not been appointed for the financial Year 2015-2016.

AUDITORS

Statutory Audit:

''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.

M/s. Maroli & Associates, Chartered Accountants (Firm registration Number 32277 OE) was appointed as Statutory Auditors at Annual General Meeting held on 11 September, 2014, subject to their ratification at every Annual General Meeting. The Board, seeks shareholders approval to ratify their appointment from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting

Secretarial Audit

As required under section 204(1) of the Companies Act, 2013 the Company has Obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P D & Associates , of company Secretarial in practice (CP, No. ''14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 3''lst March,2016 is annexed herewith as "Annexure 1" to this report.

AUDITORSâREPORT

(he observations as have been made and taken in the Auditors Report in the light with the Notes on the Accounts are self explanatory and do not require any further clarification.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Fifteen Board Meetings were conducted and the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSCTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The policy regulates all transactions between the company and its related parties. The policy is available on the website of the company (http://vvww.vegetableindia.com/cc/rpt.pdf).

SUMSIDIARY COMPANIES

The Company does not have any subsidiary, hence the compliance of provisions of sec I ion 129(3) of the Companies Act, 2013 are not applicable.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company''s website.

The Code lays down the standard procedure of business conduct which is expected be followed by the Directors and the design a Led employees in their business and in particular on mailers regaling to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company. Tire policies are reviewed periodically by the board and updated based on need and new compliance requirement

FAMILIARIZATION PROGRAMMEE WOTH INDEPENDENT DIRECTHORS

All new Independent Directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate Governance and is also available on our website (http://www.vegetableindia.com/cc/fp.pdf). Further at the time of appointment of independent director, the company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities.

INTERNAL FINANCIAL CONTROL ANDITS ADEQUACY

The board has adopted policies and procedures For ensuring the orderly and efficient conduct oF its business/ including adherence to the company''s policies, the safeguarding of .its assets, the prevention and detection of frauds and errors, the accruing and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

POLICY FOR DETERMINING MATERILITY FOR DISCLOSURE

In terms of Regulation 30 (4) (ii) of the Listing Regulations, the Hoard of Directors of the Company, is required lo formulate and adopt a Policy for Determination o\ Materiality ot Kvents/Information, and upload the same on the website of the Company. Further SEBI had vide Circular No. Cl R/CH.)/CM D/4/2015 dated 9th September, 2015, prescribed the details that need to be provided by Listed Companies while disclosing such material events/ information,

The policy applies lo disclosure of material events affecting the company. In terms of Regulation 30 of the Listing Regulations, listed entities are required to disclose details of events / information which in the opinion of the Board, are material.

ARCHIVAL POLICY

The policy deals with the retention and archival of corporate records of Shree Securities Ltd. The policy is available on the website of tire company http: / / w w w. vegetableindia. com,/investor. html.

^VIGILMECHANISM/WHISITLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud, and mismanage me not, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the highly standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. ''Chairman of Audit and Chairman of the Board look in for the complaints raised.

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 oi 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 Directors and the designated employees have confirmed compliance with the Code.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under the provision of the Companies Act,2013, is included in this report as annexed " Annexure 2" and forms an integral part of this report.

ACKNOWLEDGEMENT

Your Directors like to place on record their appreciation for the unstinted support and assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company''s esteemed customers for their continued support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank die shareholders for their unstinted support to the Company.

For and on behalf of the Board

Plate : Kolkata Pradeep Kumar Duga Tanguy Mondal

Date : 19th Day of May, 2016. Chairman & Director Managing Director

Mar 31, 2015

The Directors have pleasure in presenting the 61st Annual Report together with : Audited Statement of Accounts of the Company for the year ended on 31Â«* March, 2015.

The Directors now present below the financial highlights for 2014-15:

Rs. in Lakh

Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Sales & Other Income 0.29 3693.30 Profit before Interest Depreciation &

Exceptional Items

Interest (7.50) (7.10)

Depreciation (2.52) (36.68)

Exceptional Items (12.83) 0.51

Profit/(Loss) befor Tax (52.94) 25.24

Provision for Tax O00 (5.19)

Deferred Tax 10.77 (1.59)

MAT Tax Credit Availed 0.00 (0.39)

Profit after Tax (42.17) 18.07

Add: Balance Brought forward (429.05) (446.84) from previous year

Dividend on Preference Share 0.00 (0.24) Tax on distributed preference dividend 0.00 (0.04)

alance carried to Balance Sheet (471.22) (429.05)

REVIEW OF OPERATION & PROSPECTS

Your Company has recorded a loss of Rs. 42.17 Lakhs during the year under review as compared to profit of Rs. 18.07 earned in the previous year. The company's turnover during the year has decreased because of discontinuance of production since July, 2011. , In spite of this the company could achieve this growth because of continuous effort in other area of business. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures. Your directors bring new projects in the area of agriculture business and ' construction company to boost the turnover and profit of the company in the future scenario.

Your Company is making all out endeavor to rise to the market expectations to protect 1 * and achieve enhanced value for all its stakeholders i.e. shareholders, employees, | consumers and society in general.

Your directors regret their inability to recommend any dividend to equity shareholders < for the year 2014-2015.

Your directors have pleasure to inform you that your company had obtained ; connectivity with both the participants i.e. National Securities Depository Limited (NSDL/CDSL/CDSL) as well as Central Depository Services Limited (CDSL) with BIN

no. INE761D01013. About 96.82% of the total shares are held in Demat form. :: '. Shareholders holding shares in physical form have an option to dematerialize there :

shares with either of the depositories.

Cash and cash equivalents as at March 31, 2015 was Rs. 15.18 lakhs. The Company continues to focus on judicious management of its working capital, receivables and other working capital parameters were kept under strict check through continuous The paid-up equity capital as on March 31, 2015 was Rs. 390 lakhs. The company has not ; issued shares with differential voting rights nor grant stock options nor sweat equity.

Director Mr. Pradeep Kumar Daga (DIN 00080515) retire by rotation and , being eligible, offer himself for re appointment.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

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

None of the Directors of the Company are disqualified as per the provisions of Section j 164 of the Companies Act, 2013.

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.

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 the profit or 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.

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock < Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Your company in compliance with the provision of clause 49 of the Listing Agreement formed Audit Committee, shareholders Grievance Committee and made necessary ; adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis , Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual : : Report.

The information pursuant to the section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors), Rules 1988 I relating to Conservation of Energy and Technology absorption are given by way of ' Annexure-3 to Director's Report.

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There are no employees in the Company who are in receipt of salary of : Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

Your directors are pleased to inform you that entire equity share of your company had been listed on BSE Ltd on 13th May, 2015 providing ready marketability of securities on a continuous basis adding prestige and importance to the company. This will increase Â¦ : your company's credential. This is a step towards our ambition to build a more ' diversified product profile targeting disparate risk appetites.

Appointment of Cost Auditor pursuant to section 148 of the Companies Act, 2013 is not applicable to the company. Hence Cost Auditor has not been appointed for the financial year 2014-2015.

Statutory Audit:

- 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.

M/s. Maroti & Associates, Chartered Accountants (Firm registration Number 322770E) as the Statutory Auditors for a period of 3 years to hold office from the conclusion of the ; ensuing Annual General Meeting (2015) till the Annual General Meeting (2017), subject to ratification of their appointment at every AGM, during the term of their office. They have confirmed their eligibility and willingness for appointment as Statutory Auditors : for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of , Directors recommends their appointment to the shareholders.

Secretarial Audit:

Â¦ As required under section 204(1) of the Companies Act, 2013 the Company has Obtained : a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies . (Appointment and remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company Secretarial in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the . financial year ended 31st March,2015 is annexed herewith as ' Annexure 1" to this report.

The observations as have been made and taken in the Auditors Report in the light with the Notes on the Accounts are self explanatory and do not require any further ; clarification.

A calendar of Meetings is prepared and circulated in advance to the Directors. During Â¦ the year fourteen Board Meetings were conducted and the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no : materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

The Board of Directors has approved a Code of Conduct which is applicable to the = Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the c expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this The Company has a vigil mechanism to deal with instance of fraud and mismanagement if any.

In staying true to our values of Strength, Performance and Passion and in line with our { vision of being one of the most respected companies in India, the Company is committed , to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with ; concerns and also that no discrimination will be meted out to any person for a genuinely < raised concern. The Chairman of Audit and Chairman of the Board look into the ; complaints raised.

: 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 Directors and the designated employees have confirmed compliance with the i The details forming part of the extract of the Annual Return in form MGT-9 is annexed :, herewith as " Annexure 2".

Your Directors like to place on record their appreciation for the unstinted support and . assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company's esteemed customers for their continued , support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank the shareholders for their ; unstinted support to the Company.

For and on behalf of the Board

Pradeep Kumar Daga Tanmoy Mondal

Place : Kolkata Chairman & Director Managing Director Date : 26th Day of May, 2015.

Mar 31, 2014

The Directors have pleasure in presenting the 60 th Annual Report together with Audited Statements of Account of the Company for the year ended on 31st March, 2014

FINANCIAL RESULTS

The Directors now present below the financial highlights for 2013-14:

Rs.in Lakh

Year ended Year ended 31st March, 2014 31st March, 2013

Sales & Other Income 3693.81 201.25

Profit before Interest & Depreciation 69.02 61.37

Interest 7.10 6.91

Depreciation 36.68 26.07

Profit /(Loss) before Tax 25.24 28.39

Provision for Tax (5.19) (10.01)

Deferred Tax Assets (1.59) 0.80

MAT Tax Credit Availed (0.39) 6.25

Income tax for Earlier Year 0.00 (0.55)

Profit after Tax 18.07 24.89

REVIEW OF OPERATIONS & PROSPECTS

Your Company has recorded a profit of Rs. 18.07 Lakhs during the year under review as compared to profit of Rs.24.89 earned in the previous year. The company's turnover during the year has sharply decreased because of discontinuance of production since July, 2011. In spite of this the company could achieve this growth because of continuous effort in other area of business. The company's vanaspati plant is still not operating and your directors are hopeful of getting the orders from prospective buyers in near future, so that the operation of its vanaspati plant can resume. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures.

Your Company is making all out endeavor to rise to the market expectations to protect and achieve enhanced value for all its stakeholders i.e. shareholders, employees, consumers and society in general.

DIVIDEND

In view of the marginal profits made by the Company your Directors regret their inability to recommend any Dividend to equity share for the year 2013-2014. Your Directors have recommended payment of Rs. 23,835/- on preference shares from 01st April, 2013 till 15th January, 2014 (being the date of redemption).

DEMATERIALISATION OF EQUITY SHARS

Your directors have pleasure to inform you that your company had obtained connectivity with both the participants i.e. National Securities Depository Limited (NSDL/CDSL/CDSL) as well as Central Depository Services Limited (CDSL) with ISIN no. INE761D01013. About 96.80% of the total shares are held in Demat form. Shareholders holding shares in physical form have an option to dematerialize their shares with either of the depositories.

DIRECTORS

Your Directors wish to place on record their appreciation of the valuable services rendered by Mr. Ramesh Chandra Daga during his tenure as Directors of your Company. As per the provisions of Section 152 of the Act, Mr. Ramesh Chandra Daga, Director of the company who is determined to retire by rotation from The Board is being retiring in actual at this AGM and not seeking reappointment. The company may place before the Members in General Meeting for their approval a name to be appointed as Non-Executive Director in his place in Notice to AGM.

Your Directors welcome the initiative of the Government for giving women an equal opportunity at the top level management by inserting statutory provision for their appointment at The Board. In honor of the provisions The Company may place before the Members in General Meeting for their approval a name to be appointed as Non-Executive Women Director in Notice of 60th AGM.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1 st April, 2014, an Independent Director is required to be appointed and shall hold office for a term up to maximum of five consecutive years on the Board of a company and shall not be liable to retire by rotation. In compliance with the provisions of Section 149 the company may place before the Members in General Meeting for their approval to appoint requisite Independent Directors.

The Board commends the passing of the Resolutions at Annual General Meeting Notice for the appointment of Mr. Tanmoy Mondal as Managing Director of the company.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the Rules made there under.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

(ii) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March, 2014 and of the Profit and Loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

ACCOUNTING POLICIES

The major accounting policies of the Company are annexed to the Accounts.

CASH FLOW STATEMENT

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Subsequent upon issue of 26,00,000 equity share of Rs. 10/- each the paid up capital of the company increased from Rs. 1,30,00,000 divided into 13,00,000 Equity shares of Rs. 10/- each to Rs. 3,90,00,000 divided into 39,00,000 Equity shares of Rs. 10/- each. The Corporate Governance became applicable to your company with effect from 13.01.2014 pursuant to clause 49 of the Listing Agreement with The Calcutta Stock Exchange Limited.

Your company in compliance with the provision of clause 49 of the Listing Agreement formed Audit Committee, shareholders Grievance Committee and made necessary adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN^ EXCHANGE EARNINGS & OUTGO

The information pursuant to the section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors), Rules 1988 relating to Conservation of Energy and Technology absorption are given by way of Annxure-1 to Director's Report.

REDEMPTION OF PREFERENCE SHARES

Your Company during the year under review has redeemed of 60,000 Vi % cumulative redeemable preference shares of Rs.100/- each and paid dividend at the rate of 0.5% per annum on 60,000 Redeemable Preference Shares of Rs.100/- each of the Company for the period from 1st April, 2013 to 15th January, 2014, aggregating to Rs. 23,835/-to the only Preference shareholder whose names was appeared on the Company's books as on 31st December, 2013 or to their mandates."

PREFERENTIAL ISSUE

The Company has issued 26,00,000 equity shares of Rs.10/- each at a premium of Rs.20/- per share for cash aggregating to Rs.7,80,00,000/- on preferential basis as per SEBI guidelines relating to preferential allotment. The said shares have been Listed and Trading permission for the same have also been received. At present the said shares are under lock-in for a period of 1 year from the date of allotment.

PERSONNEL

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There are no employees in the Company who are in receipt of salary of Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

LISTING AT BSE

Your Company plans to list the shares at BSE and for which it has already made application before them and which is under process.

COST AUDITOR

M/s.A. Bhattacharya 8b Associates , Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of'the Company for conducting Cost Audit of the Company for the financial year ended 31st March, 2014.

AUDITORS

Your company has received letter from retiring statutory auditor M/s. Maroti & Associates, Chartered Accountants expressing their willingness to be reappointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in this Annual General Meeting to pass the Resolutions at Item Nos. 3 of the Annual General Meeting Notice.

AUDITORS' REPORT

The Observations as have been made and taken in the Auditors Report in the light with the Notes on, the Accounts are self explanatory and do not require any further clarification.

COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956 the company has obtained necessary certificate from M/s. V.K. Sharma & Associates, Company Secretary m whole-time practice and a copy of the same is attached with this report.

ACKNOWLEDGEMENT

Your Directors like to place on record their appreciation for the unstinted support and assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company's esteemed customers for their continued support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank the shareholders for their unstinted support to the Company.

For and on behalf of the Board

Ramesh Chandra Daga Tanmoy Mondal

Place : Kolkata Chairman & Director Managing Director

Date: 26th Day of May, 2014

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Directors Report of Wardwizard Foods And Beverages Ltd.

1. FINANCIAL HIGHLIGHTS:

2. RESULTS OF OPERATIONS AND THESTATE OF COMPANY''S AFFAIRS & FUTUREOUTLOOK:

Future Outlook:

13. TRANSFER UNCLAIMED DIVIDEND ANDSHARES TO THE INVESTOR EDUCATIONAND PROTECTION FUND (IEPF):

14. SHARE CAPITAL:

15. SUBSIDIARY, ASSOCIATE AND JOINTVENTURE COMPANIES:

16. MANAGEMENT - DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment and Re-appointment

Key Managerial Personnel:

17. NUMBER OF MEETINGS OF THE BOARDOF DIRECTORS:

18. DIRECTORS'' RESPONSIBILITYSTATEMENT AS REQUIRED UNDER SECTION134 OF THE COMPANIES ACT, 2013:

19. DECLARATION BY INDEPENDENTDIRECTORS:

20. MEETING OF INDEPENDENT DIRECTORS:

21. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

22. BOARD PROCESSES, PROCEDURES ANDPRACTICES:

23. EVALUATION OF THE PERFORMANCEOF THE BOARD, ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS:

24. FAMILIARIZATION PROGRAMMES FORINDEPENDENT DIRECTORS:

25. CODE OF CONDUCT:

26. PARTICULARS OF LOANS, GUARANTEES,SECURITIES OR INVESTMENTS UNDERSECTION 186:

27. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES:

28. DISCLSOURE RELATING TO

REMUNERATION OF DIRECTORS,KEY MANAGERIAL PERSONNEL AND

PARTICULARS OF EMPLOYEES:

a) Objects of the Policy:

35. ANNUAL SECRETARIAL COMPLIANCEREPORT:

36. COST RECORDS AND COST AUDITREPORT:

37. REPORTING OF FRAUDS BY AUDITORS:

38. INSIDER TRADING CODE:

39. VIGIL MECHANISM (WHISTLE BLOWERPOLICY):

40. RISK MANAGEMENT:

41. COMPLIANCE:

42. SECRETARIAL STANDARDS:

43. HUMAN RESOURCES AND INDUSTRIALRELATIONS:

44. INVESTOR RELATIONSHIP:

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPALCE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

46. COMPLIANCE OF THE PROVISIONSRELATING TO THE MATERNITY BENEFIT ACT1961:

47. STATUTORY DISCLOSURES:

48. CREDIT RATING:

49. MANAGEMENT DISCUSSION ANDANALYSIS REPORT:

50. CORPORATE GOVERNANCE:

51. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

52. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

53. ACKNOWLEDGMENTS:

FINANCIAL HIGHLIGHTS:

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS & FUTURE OUTLOOK:

Our focus is on:

INDIAN ACCOUTING STANDARD, 2015:

PREFERENTIAL ISSUE:

ACCEPTANCE OF PUBLIC DEPOSITS:

DETAILS OF TRANSFER TO RESERVES:

DIVIDEND:

UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

SHARE CAPITAL:

Buy Back Of Securities

Sweat Equity

Employee Stock Option Plan:

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS LIABLE TO RETIRE BY ROTATION:

KEY MANAGERIAL PERSONNEL:

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

DECLARATION BY INDEPENDENT DIRECTORS:

MEETING OF INDEPENDENT DIRECTORS:

COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

Audit Committee

BOARD PROCESSES, PROCEDURES AND PRACTICES:

Frequency of meetings:

Board agenda:

Availability of information to the Board:

Role of Chairperson and Managing Director:

Role of CFO:

Role of Company Secretary in Overall Governance Process:

BOARD EVALUATION:

FAMILIARIZATION PROGRAMMES:

CODE OF CONDUCT:

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

ANNUAL SECRETARIAL COMPLIANCE REPORT:

2. RESULTS OF OPERATIONS AND THE
STATE OF COMPANY''S AFFAIRS & FUTURE
OUTLOOK:

13. TRANSFER UNCLAIMED DIVIDEND AND
SHARES TO THE INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

15. SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES:

17. NUMBER OF MEETINGS OF THE BOARD
OF DIRECTORS:

18. DIRECTORS'' RESPONSIBILITY
STATEMENT AS REQUIRED UNDER SECTION
134 OF THE COMPANIES ACT, 2013:

19. DECLARATION BY INDEPENDENT
DIRECTORS:

22. BOARD PROCESSES, PROCEDURES AND
PRACTICES:

23. EVALUATION OF THE PERFORMANCE
OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:

24. FAMILIARIZATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

26. PARTICULARS OF LOANS, GUARANTEES,
SECURITIES OR INVESTMENTS UNDER
SECTION 186:

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND

35. ANNUAL SECRETARIAL COMPLIANCE
REPORT:

36. COST RECORDS AND COST AUDIT
REPORT:

39. VIGIL MECHANISM (WHISTLE BLOWER
POLICY):

43. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPALCE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

46. COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT
1961:

49. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

52. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: