Directors Report of Wardwizard Innovations & Mobility Ltd.

Mar 31, 2025

i. The Board''s Report is prepared in accordance with the provisions of The Companies Act, 2013 (the "Act") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and is
forming part of the Annual Report for the financial year (F.Y.) ended March 31,2025.

ii. Unless otherwise stated, the disclosure made in this report is for the financial year ended March 31,2025.

iii. The term "Company" or "Wardwizard" or "WIML" shall mean and include "Wardwizard Innovations & Mobility Limited".

iv. The confirmations/disclosures are based on the records and information made available to the Board of Directors, to the best of
their knowledge and belief and explanations obtained from the management.

Dear Members,

The Board of Directors of your Company are delightfully presenting the 43^rd Annual Report of the Company, on its business and
operations, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended 31^stMarch, 2025 prepared as per the Indian Accounting Standards prescribed under Section 133 of the Act.

1. FINANCIAL HIGHLIGHTS

Your Company''s Financial Highlight for the year financial ended 31^st March, 2025 is as follows:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	30241.10	31731.43	30494.22	32141.97
Other Income	44.79	25.76	40.55	20.71
EBITDA (Earnings before interest, tax, depreciation Amortization)	3736.43	3252.09	3693.07	3180.44
Finance Cost	2039.62	521.41	2039.62	521.41
Depreciation, Amortization, Impairment	667.23	667.23	667.23	667.23
Profit Before Tax	1029.58	2063.45	986.22	1991.80
Current Tax	397.38	646.19	397.38	646.19
Deferred Tax	(46.87)	2.10	(46.87)	2.10
Net Profit After Tax	679.07	1415.16	635.71	1343.51
Final Dividend Paid	171.97	77.02	171.97	77.02
Paid-up Equity Share Capital	2606.94	2606.94	2606.94	2606.94
Basic Earnings per Equity Share (in T)	0.26	0.54	0.24	0.52
Reserves	8038.69	7652.53	7859.65	7519.35

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian
Accounting Standards) Rules, 2015 prescribed under Section 133 of the Act.

The Standalone and Consolidated financial statements for the financial year ended March 31, 2025, have been prepared in
accordance with the Indian Accounting Standard (''Ind AS'') notified under Section 133 of the Companies Act, 2013 (''the Act'') read
with the Companies (Indian Accounting Standard) Rules, 2015, as amended.

2. FINANCIAL PERFORMANCE

On a Standalone basis, the revenue from operations for FY 2024-2025 was ? 30,241.10 Lakhs, lower by 4.70 percent over
the previous year''s revenue of ? 31,731.43 Lakhs. The Profit After Tax (PAT) attributable to shareholders for FY 2024-2025 and
FY 2023-2024 was ?679.07 Lakhs and ?1,415.16 Lakhs, respectively.

On a Consolidated basis, the revenue from operations for FY 2024-2025 was ? 30,494.22 Lakhs. The Profit After Tax (PAT)
attributable to shareholders for FY 2024- 2025 was ? 635.71 Lakhs.

Consolidated Financial Statements:

The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act and other relevant provisions of the
Act. The Consolidated Audited Financial Statements forms part of the Annual Report. As per the provisions of Section 136 of the Act
and Regulation 46 (2) of the Listing Regulations, the Company has disseminated separate audited accounts of its Subsidiary on the
Company''s website www.wardwizard.in.

Key Financial Ratios: (Standalone Basis)

Particulars	2024-2025	2023-2024
Debtors Turnover Ratio	134.08 days	47.52 days
Inventory Turnover Ratio	2.70	3.08
Current Ratio	1.19:1	1.23: 1
Debt/Equity Ratio	1.85:1	0.81: 1
Operating Profit Ratio	33.97%	27.00%
Net Profit Margin	2.33%	4.00%
Return on Net worth	6.63%	13.79%

3. OPERATIONS AND STATE OF COMPANY''S AFFAIRS

Your Company continues to solidify its position as a prominent force in India''s electric vehicle (EV) sector, delivering an extensive
portfolio of eco-friendly and future-ready mobility solutions. With a steadfast commitment to cutting-edge technology, environmental
responsibility, and market expansion, your Company is at the forefront of accelerating the shift towards cleaner transportation. As the
adoption of EVs grows rapidly, Wardwizard remains focused on making sustainable mobility an attainable reality for all.

Headquartered in Vadodara, your Company operates with an annual production capacity of 4,00,000 electric scooters and
motorcycles on a three-shift basisâadequately equipped to cater to present market requirements while supporting its ambitious
growth trajectory.

Under the popular brands Joy e-bike and Joy e-rik, Wardwizard offers more than 10 distinct models, including 3W variants such as
the E-Cart, E-Loader, and E-Rik. These are distributed through a strong network of over 750 dealerships across 400 cities in 19
States and Union Territories, serving more than 1,00,000 satisfied customers. Through these offerings, your Company not only
delivers performance-driven, stylish, and long-range EVs but also empowers micro-entrepreneurs and small businesses, contributing
meaningfully to climate action. By combining innovation, style, and sustainability, Joy e-bike enables riders and businesses alike to
actively participate in creating a cleaner and greener future.

Segment-Wise Position of Business and Its Operations:

Sr. No	Segment	Segment Revenue	Segment Results (PBT)
1.	Segment 1-Sale of Electric Vehicles, its components & related services	30241.1	1028.58
2.	Segment 2- Vyom Innovation	0.00	0
3.	Other Income	44.79	1.52
	Total	30285.89	1030.10

Key Business Developments:

1. Record Financial Performance:

In FY 2024-25, your Company delivered a strong operational performance, achieving an EBITDA of ?3,736.43 lakhs â a growth
of 14.90% over the previous year''s ?3,252.09 lakhs. This improvement reflects the Company''s continued focus on operational
efficiency, cost optimization, and strategic growth initiatives, despite a marginal dip in the revenue from operations.

2. Product Innovation and Expansion:

The successful launch of new models across the Two- and Three-wheeler segments â including Joy E-bike Nemo in the 2W category,
Joy e-rik V1 (L5) and Joy Bandhu (L3) in the passenger vehicle category, and Joy Sahayak Cargo (L5) along with Joy Eco Loader (L3)
in the commercial category â reflects the Company''s commitment into meeting diverse market demands. Designed for targeted
passenger, commercial, and municipal applications, these additions expand the company''s product portfolio and strengthen its
position in the rapidly growing electric mobility market.

3. Enhanced Sustainability and ESG Commitment:

During the year, your company reinforced its dedication to
sustainability and ESG (Environmental, Social, and Governance)
practices by embedding environmentally responsible measures
across its operations and product design. These initiatives are
in harmony with global sustainability objectives and resonate
strongly with environmentally aware stakeholders. By prioritizing
sustainable growth, your Company continues to enhance its
market reputation while ensuring long-term value creation in the
electric mobility space.

4. Strategic Collaborations:

During the year, Wardwizard entered into multiple strategic
partnerships to strengthen its capabilities, expand market reach,
and enhance the electric mobility ecosystem. Your Company
signed an MoU with C4V, a US-based battery technology leader,
to co-develop advanced, climate-optimized lithium-ion battery
cells, supporting the ''Make in India'' initiative and boosting EV
performance. In international markets, Wardwizard received
a Letter of Intent from His Royal Highness Prince Abdulaziz Bin
Turki Bin Talal Bin Abdulaziz Al Saud to form a joint venture in
Saudi Arabia, involving the establishment of assembly line for
Electric Motorbikes, Three Wheelers, Four Wheelers, Buses,
and EV cell manufacturing plants, aligning with the Kingdom''s
sustainability vision.

In financing, Wardwizard partnered with Mufin Green Finance
to provide customized and accessible financing solutions
for its electric three-wheelers and fleet operations, thereby
accelerating EV adoption in commercial and passenger
segments. To strengthen infrastructure, your company
collaborated with Ampvolts Limited to develop advanced EV
charging networks in India and overseas, integrating hardware,
software, and "Battery as a Service" solutions.

On the service front, a joint venture with SpeedForce, India''s
leading two-wheeler service chain, was established to enhance
after-sales service, increase customer touchpoints, and
extend sales reach in underserved regions. Collectively, these
collaborations position Wardwizard as a holistic EV solutions
provider â spanning technology, manufacturing, financing,
infrastructure, and customer service â while reinforcing its
commitment to innovation, sustainability, and global growth.

5. International Expansion:

During the year, Wardwizard took a significant step in its global
growth strategy by securing a USD 1.29 billion order from
Beulah International Development Corporation, Philippines.
This strategic collaboration, formalized through a Memorandum
of Understanding, aims to revolutionize the Philippines'' public
transportation system in line with the Government''s Public Utility
Vehicle Modernization Program (PUVMP). Under the agreement,
Wardwizard will supply electric two-wheelers and three-
wheelers from its existing portfolio and develop electric four-
wheelers for commercial applications, along with specialized
vehicles such as e-Trikes, electric mini trucks, and golf carts.
The partnership not only supports the Philippines'' transition to

sustainable mobility but also creates employment opportunities
and fosters local economic growth over the next decade.

6. Strategic Expansion into Fleet Services:

Wardwizard has entered the fleet operations and last-
mile delivery mobility space. Leveraging its expertise in
sustainable transportation, your Company has formed strategic
collaborations to deploy electric two-wheelers across multiple
metropolitan and emerging cities in India.

This strategic initiative is designed to address the surging
demand for eco-friendly, cost-efficient, and reliable mobility
solutions within the logistics and delivery sectors. By partnering
with established fleet operators, Wardwizard is ensuring
seamless integration of its vehicles into large-scale operations,
thereby creating long-term value for customers and stakeholders
alike.

The expansion into fleet services not only broadens the
Company''s business portfolio but also reinforces its
commitment to reducing carbon emissions, promoting clean
mobility, and contributing to India''s transition towards a greener
transportation ecosystem. Positioned at the intersection of
innovation, sustainability, and market opportunity, Wardwizard
is poised to become a key player in shaping the future of electric
fleet mobility.

4. GENERAL RESERVES

During the year under review, the Board has not recommended
transferring any amount to the General Reserves, being nonÂ¬
mandatory under the Act.

5. AMENDMENT TO THE ARTICLE OF
ASSOCIATION OF THE COMPANY

The shareholders of your Company at the last AGM held on
30^th September, 2024 approved the adoption of new set of
the Articles of Association of the Company so as to align it with
applicable provisions of the Act and other applicable law.

6. DIVIDEND

Your Board recommends a final dividend of ? 0.10 (Ten paisa
only) on 26,06,93,900 equity shares of ? 1/- each (10%) for
the Financial Year 2024-25 subject to the approval of the
Shareholders at the ensuing Annual General Meeting and
deduction of tax at source, as required under the applicable law.
The dividend, if approved, would be paid within 30 days of the
declaration to those Shareholders whose names appear in the
Register of Members as on the record date fixed for the purpose.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, as
amended, the Company has formulated a Dividend Distribution
Policy and the same is available on the Company''s website
at https://wardwizard.in/investor-relations/policies-and-
strategy/policies/. Your Company follows Dividend Distribution
Policy as approved by the Board.

7. SHARE CAPITAL

The Summary of the Share Capital of your Company during the FY 2024-2025 is given below:

Particular	AS on 31^st March, 2025
Authorized Capital	31,00,00,000
Issued Capital	26,23,44,373*
Subscribed Capital	26,20,52,303*
Paid-up Capital	26,06,93,900

*Reason for the difference in the Issued, Subscribed and Paid-up Capital of the Company - On 18^th January, 2022, the Company had
issued total 59,62,373 partly paid equity shares on Rights Issue basis to the existing shareholders. Post Rights Issue, the Company
had allotted 56,70,303 equity shares out of which 13,58,403 equity shares were forfeited due to non- payment of the call money. As
a result, there appears difference in the Issued Capital of ? 26,23,44,373 and Subscribed capital of 26,20,52,303 & Paid-up Capital

? OK ok qo non

8. PROPOSED RIGHTS ISSUE

We are pleased to inform you that our Board of Directors
has approved a plan to raise up to ?49 crore by issuing new
equity shares to our existing shareholders through a rights
issue, in accordance with applicable laws. This decision was
made at the Board Meeting on Friday, June 21,2024. We have
already submitted a draft letter of offer to BSE, and received
its in-principle approval on March 27, 2025. The Company is
now in the process of fulfilling all statutory requirements and
completing the necessary procedures to implement the rights
issue. This new funding will help us in our future growth and
expansion plans.

9. DISCLOSURES RELATING TO SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES:

Details Of Subsidiary Company

As on 31^st March, 2025, the Company has one (01) subsidiary
and there has been no material change in the nature of the
business of the subsidiary.

Wardwizard Global PTE. LTD was set up in the year 2022
and is a wholly owned subsidiary of your Company. It is private
company limited by shares, incorporated under the Singapore
Companies Act and domiciled in Singapore with its principal
business activities as Manufacture of Secondary Batteries,
Lithium Batteries and assembly of motor vehicles and R&D
specifications as well as to meet the variegated requirements of
ancillary activities.

As required under Section 129(3) read with Section 136 of
the Act, a statement containing the salient features of financial
statements of the Company''s subsidiary for the Financial Year

ended March 31, 2025, is included in the Form AOC-1 attached
as an Annexure I forming part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act,
the financial statements, including Consolidated Financial
Statements of the Company along with relevant documents
and separate audited accounts in respect of Subsidiaries
and Associates, are available on the website of the Company
at https://wardwizard.in/investor-relations/policies-and-

strategy/incl-subsidiary-company-details/.

The policy for determining ''material'' Subsidiaries is available
at https://wardwizard.in/investor-relations/policies-and-

strategy/policies/.

Associate Or Joint Venture

As on 31^st March, 2025, the Company does not have any
associate(s) or joint venture companies within the meaning of
Section 2(6) of the Act.

During the year under review, no companies became or ceased
to be Company''s subsidiary, joint venture or associate company.

10. DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Management Discussion and
Analysis, the Corporate Governance Report with the Auditors''
Certificate thereon, and the Business Responsibility and
Sustainability Report ("BRSR") forms part of the Board''s Report.

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

11. CREDIT RATING

During the year under review, the Company has not issued any debt instruments and does not have any Fixed Deposit Program or any
scheme or proposal involving mobilization of funds in India or abroad. However, your Company has obtained the following Credit
Rating from CRISIL Ratings Limited.

Rating Agency	Long Term Rating	Short Term Rating
CRISIL Ratings Limited	Crisil BBB-/Negative (Downgraded from ''Crisil BBB/Stable'')	Crisil A3 (Downgraded from ''Crisil A3 '')

12. MANAGEMENT- DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT

As of March 31,2025, the Company''s Board consisted of Nine
(09) Directors, of which two (02) are Executive Directors, one
(01) is Non-Executive and Non-Independent Director and six
(06) are Independent Directors.

Detailed information about the Board and Committee
composition, tenure, and other relevant details of Directors can
be found in the Corporate Governance Report forming part of
this Annual Report. In compliance with the listing regulations, the
Board has identified the core skills, expertise and competencies
required for effective functioning within the Company''s business
context. These key skills and competencies are outlined in the
Corporate Governance Report.

During the year under review, the following appointments, reÂ¬
appointments and resignations effecting changes were made
to the Board of Directors, Key Managerial Personnel and Senior
Management of the Company.

Change in composition of the governing board and key
managerial/management personnel (KMPs) during the
financial year ended march 31,2025

The changes taken place in the composition of the Governing
Board and KMPs, including Senior Management of the Company
are as follows:

Appointment Of Directors:

Based on the recommendation of the Nomination and
Remuneration Committee and Audit Committee, the Board of
Directors of the Company subject to the Shareholders'' approval,
has appointed Mr. Sanjay Mahadev Gupte (DIN: 08286993)
as the Whole Time Director (Additional) of the Company for a
period of 05(five) consecutive years commencing from 06^thFebruary 2025 to 05^th February 2030, liable to retire by rotation,
which got approved by the Shareholders through Postal Ballot
dated April 11,2025.

On the recommendation of the Nomination and Remuneration
Committee, the Board of Directors has appointed
Ms. Mansi Jayendra Bhatt (DIN: 10177722) as a Non-Executive
Independent Woman Director (Additional) of the Company for
a period of 5 consecutive years. Her appointment was made
effective from 06^th February 2025 to 05^th February 2030 (both
days inclusive), and she shall not be liable to retire by rotation as
per the extant regulations and regularized through postal ballot
dated 11^th April 2025

Re-Appointment of Director:

Based on the recommendation of the Nomination and
Remuneration Committee and Audit Committee, the Board
of Directors of the Company, subject to the Shareholders''
approval has re-appointed Mr. Yatin Sanjay Gupte (07261150)
as the Managing Director of the Company for a period of
03(three) years commencing from September 1, 2024, to
August 31, 2027, shall be reckoned for the purpose of arriving
Directors liable to retire by rotation, which got approved by the
Shareholders through Postal Ballot dated May 20, 2024.

Director Liable to Retire By Rotation

Mr. Yatin Sanjay Gupte (DIN: 07261150), Director, shall
retire by rotation and being eligible, offers himself, for the
re-appointment.

Details of the proposal for the re-appointment of Mr. Yatin Sanjay
Gupte (DIN: 07261150) along with his brief resume is available
in the Explanatory Statement as required under Section 102 of
the Act and the disclosure under Regulation 36(3) of the Listing
Regulations are annexed to the Notice of the 43^rd AGM. The
Board recommends the re-appointment of the above named
Director.

Resignation of Director:

Resignation of Mr. Sanjay Mahadev Gupte (DIN: 08286993) as
Executive Director:

Mr. Sanjay Mahadev Gupte (DIN: 08286993) has resigned from
the position of Executive Director with effect from November,
06, 2024, due to health reasons and there are no material
reasons other than mentioned in his resignation letter.

Composition of the Board of Directors are as follows as on date 31^st March 2025:

Sr. No	Director Name	DIN	Category
1.	Mr. Yatin Sanjay Gupte	07261150	Managing Director, Chairman, Executive Director (Promoter)
2.	Mr. Sanjay Mahadev Gupte	08286993	Additional Whole time Director
3.	Mrs. Sheetal Mandar Bhalerao	06453413	Non-Executive Non-Independent Director
4.	Mr. Avishek Kumar	09314508	Non-Executive Independent Director
5.	Dr. John Joseph	08641139	Non-Executive Independent Director
6.	Lt. General Jai Singh Nain (Retd)	10289738	Non-Executive Independent Director
7.	Mr. Paresh P. Thakkar	08265981	Non-Executive Independent Director
8.	Mr. Mitesh Kumar G Rana	06770916	Non-Executive Independent Director
9.	Ms. Mansi Jayendra Bhatt	10177722	Additional Non-Executive Independent Woman Director

Key Managerial Personnel (Kmp) As On Date 31^st March 2025

In accordance with Section 203 of the Act, the following are the Company''s Key Managerial Personnel (KMPs):

Sr. No	Name of the Personnel	Designation
1	Mr. Yatin Sanjay Gupte	Managing Director
2	Mr. Deepakkumar Mineshkumar Doshi	Chief Financial Officer
3	Ms. Jaya Ashok Bhardwaj	Company Secretary & Compliance Officer
4	Mr. Sanjay Mahadev Gupte	Additional Whole Time Director

Senior Management

As of March 31,2025, the company''s Senior Management includes the following persons:

A) List of the Senior Management Personnel as on March, 31 2025:

Sr. No	Name of the Personnel	Designation
1	Mr. Sanjay Kumar Sablok	President - Operations
2	Mr. Vineet Akre	Senior Vice President - R&D And Production
3	Mr. Aloksingh Jamdar	Vice President - Operations (Production)
4	Mr. Vilas Paturkar	Associate Vice President - Factory Operations
5	Mr. Akhtar Khatri	Director - Sales & Strategy) - (Domestic and International Sales)

B) Changes in the Senior Management Personnel during the Financial Year (F.Y.):

Sr. No	Name	Designation	Details of Change	Effective date*
1.	Mr. Akhtar Khatri	Director - Sales & Strategy) - (Domestic and International Sales)	Appointment	18^th April, 2024
2.	Mr. Tarun Kumar Sharma	President - Marketing & Branding	Resignation	31^st August, 2024
3.	Mrs. Sneha Shouche	Chief Marketing Officer	Resignation	31^st July, 2024

* The resignation of senior management personnel takes effect at the close of business on the date of their resignation.

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the FY 2024-25, except
as stated above.

13. MEETINGS:

Total eleven (11) meetings of the Board of Directors of the Company were held during FY 2024-25. The intervening gap between the
two consecutive meetings was within the prescribed period mentioned under the Act. The details of these meetings including other
Committee meetings mentioning about its constitution, date of each meeting and attendance of each of the Directors thereat, have
been set out in the Report on Corporate Governance.

14. BOARD COMMITTEES:

Your Company has constituted statutory committees in accordance with the requirements of the Act and the Listing Regulations.
Detailed information regarding these committees have been given in the Corporate Governance Report forming part of this annual
report.

Details of Committees along with their terms of reference, composition and attendance of Members at the meeting of the Committees
are provided in the Corporate Governance Report.

Board Committees And Number Of Meetings

Sr. No.	Name of Committee	Number of Meetings held during the year
Mandatory Committee:
1	Audit Committee	11
2	Nomination and Remuneration Committee	05
3	Stakeholders Relationship Committee	02
4	Risk Management Committee	02
5	Corporate Social Responsibility Committee	02
6	Fund-Raising Committee	-
7	Rights Issue Committee	01
Non- Mandatory Committee:
8	Internal Committee (POSH)	04
9	Finance & Investment Committee	03

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 2024-25 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.

15. COMMITTEE RECOMMENDATIONS:

There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of
Directors.

16. DECLARATION BY INDEPENDENT DIRECTORS AS ON 31ST MARCH, 2025

Name of the Director	Category
Mr. Avishek Kumar	Non-Executive Independent Director
Dr. John Joseph	Non-Executive Independent Director
Lt. General Jai Singh Nain (Retd)	Non-Executive Independent Director
Mr. Paresh P. Thakkar	Non-Executive Independent Director
Mr. Miteshkumar G. Rana	Non-Executive Independent Director
Ms. Mansi Jayendra Bhatt	Additional Non - Executive Independent Woman Director

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each
one of them meets the criteria of independence as provided in
Section 149(6) of the Act along with the Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. They
have also 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.

There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

During the year under review, the Company''s Non-Executive
Directors did not have any pecuniary relationship or transactions
with the Company, its holding, subsidiary or associate company,

other than those permitted by law, except for sitting fees,
commission, and expense reimbursement, as permitted by the
Act, and the Listing Regulations.

Separate meetings of the Independent Directors of the
Company were held on 29^th July 2024, 06^th February 2025 and
08^th March 2025.

17. DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from
being appointed as Directors as specified in sub-section (1) or
sub-section (2) of Section 164 of the Companies Act, 2013 read
with Rule 14 of the Companies (Appointment and Qualifications
of Directors) Rules, 2014.

The Certificate from Mr. Kamal A. Lalani, Practicing Company
Secretaries, in this regard, forms part of the Corporate
Governance Report of this Annual Report.

18. BOARD GOVERNANCE

Board governance serves as the foundational framework
that defines the structure, functioning, and responsibilities
of the Company''s Board. The Company''s Board Governance
Guidelines comprehensively outline matters related to the
composition and roles of the Board, the Chairman, and individual
Directors. These guidelines encompass key aspects such as
Board diversity, criteria for independence, tenure and retirement
of Directors, and the functioning of Board-level Committees.

Further, the governance framework also provides clear principles
on the nomination, appointment, induction, and ongoing
development of Directors. It lays down the policies concerning
Directors'' remuneration, oversight of subsidiary performance,
adherence to the Code of Conduct, and continuous evaluation
of Board effectiveness.

19. BOARD DIVERSITY

The Company recognises that a diverse Board enhances
decision-making and governance effectiveness. To this end, the
Company has adopted a Board Diversity Policy that promotes a
broad spectrum of perspectives, including variations in thought,
knowledge, skills, industry and regional experience, cultural and
geographic backgrounds, gender, age, ethnicity, and race.

These diversity guidelines are aligned with applicable statutory
and regulatory requirements and are tailored to the specific
needs of the Company''s business operations. The Company
remains committed to fostering an inclusive Board environment
that supports balanced and effective leadership.

20. BOARD EVALUATION ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its
own performance, Board Committees and individual directors
pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after
seeking inputs from all the directors on the basis of criteria such
as the Board composition and structure, effectiveness of board
processes, information and functioning etc. The performance
of the Committees was evaluated by the Board after seeking
inputs from the Committee members on the basis of criteria such
as the composition of Committees, effectiveness of Committee
meetings etc.

The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India. In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the Board as
a whole and the Chairman of the Company was evaluated,
taking into account the views of Executive and Non-Executive
Directors.

The Board has reviewed the performance of individual
directors on the basis of criteria such as 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 which followed the meeting of the
Independent Directors and meeting of NRC, the performance
of the Board, its committees, and individual directors was also
discussed. Performance evaluation of Independent Directors
was done by the entire Board.

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.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act,
2013, the Board confirms:

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

II) That Directors had 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 March 31^st, 2025, and of the profit of the Company for
the year 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 had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively;

22. FAMILIARIZATION PROGRAMMES

In accordance with the provisions of Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Schedule IV to the Companies Act,
2013, the Company has implemented a structured and ongoing
Familiarization Programme for its Independent Directors.

The objective of this programme is to enable the Directors
to gain a deeper insight into the Company''s business model,
operations, industry landscape, regulatory environment, and
strategic priorities. This ensures that the Board is well-equipped
to contribute meaningfully to Board deliberations and discharge
their duties effectively.

Upon appointment, every Director is issued a formal letter
of appointment which outlines their roles, responsibilities,
functions, and obligations. The Familiarization Programme
includes:

â¢ Induction sessions for new Directors, providing
an overview of the Company''s business, financials,
management structure, key policies, and governance
framework.

â¢ Regular updates and presentations from Senior
Management on industry developments, regulatory
changes, market dynamics, operational performance,
strategic initiatives, risk management, and sustainability
goals.

â¢ Interactive meetings with Senior Management Personnel
to facilitate an open exchange of views and direct access
to key functional areas of the Company.

â¢ Continuous engagement, whereby Directors are
regularly briefed on emerging responsibilities, governance
expectations, and specific areas relevant to their oversight
functions.

All Directors are provided unrestricted access to Company
documents and information required to enable them to
understand the business in depth and to perform their role
effectively.

The Company recognizes the importance of keeping its
Board informed and engaged, and actively seeks their
suggestions and inputs on key business matters during the
familiarization process.

The detailed policy on the Familiarization Programme
for Independent Directors is available on the Company''s
website at: https://wardwizard.in/investor-relations/

policies-and-strategy/policies/

23. BOARD PROCESSES, PROCEDURES AND
PRACTICES

i) The Company prioritizes a diverse and knowledgeable
Board that actively contributes to achieving our vision.
We adhere to structured processes and best practices to
ensure effective leadership and decision-making.

ii) Board process and practices broadly comprise sharing the
agenda, convening the meetings, decision making at the
meetings, finalizing the minutes, and supervising the Board
committees. The Company follows the best practices in
convening and conducting meetings of the Board and its
committees.

iii) A minimum of 4 (four) Board meetings are held each year
with the time gap between any two successive meetings
not exceeding 120 (One Hundred Twenty) days. The
Notice and detailed agenda along with the relevant
notes and other material information are sent in advance
separately to each Directors and in exceptional cases
tabled at the meeting with the approval of the Board. This
ensures timely and informed decisions by the Board.

iv) Board meetings foster open and productive discussions
to support effective decision-making. The Chairman
facilitates balanced participation and ensures sufficient
time is allocated for strategic matters.

v) The Company provides the information as set out in
Regulation 17 read with Part - A of Schedule II of the Listing
Regulations, to the Board and the Board Committees to
the extent it is applicable and relevant. Such information is
submitted either as a part of the agenda papers in advance
of the respective meetings by way of presentation and
discussions during the Meetings. With the unanimous
consent of the Board, all Unpublished Price Sensitive
Information (UPSI) is circulated to the Board at a shorter
notice before the commencement of the meeting securely.

24. RISK MANAGEMENT (RISK ASSESSMENT &
MINIMISATION PROCEDURES).

Your Board has formed a Risk Management Committee with a
view to frame, implement and monitor the risk management plan
for the Company. The Committee is responsible for monitoring
and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight
in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The
development and implementation of risk management policy
has been covered in the Management Discussion and Analysis,
which forms part of this report.

The brief detail about this policy may be accessed on the
Company''s website at the weblink: https://wardwizard.in/
investor-relations/policies-and-strategy/policies/.

25. VIGIL MECHANISM/WHISTLE-BLOWER
POLICY

The Company has a Whistle Blower Policy and has established
the necessary vigil mechanism for employees, Directors and
stakeholders in conformation with the provisions of Section
177(9) of the Act and Regulation 22 of SEBI Listing Regulations,
to report concerns about unethical behaviour. This Policy is
available on the Company''s website at the weblink: https://
wardwizard.in/investor-relations/policies-and-strategy/
policies/

26. CORPORATE SOCIAL RESPONSIBILITY
("CSR")

The Company''s CSR initiatives and activities are aligned to
the requirements of Section 135 of the Act. A brief outline of
the CSR policy and the initiatives undertaken by the Company
on CSR activities during the year under review are set out in
Annexure V of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules,
2014.

This details of CSR and its Policy are available on the
Company''s website at https://wardwizard.in/corporate-social-
responsibility/For other details regarding the CSR Committee,
please refer to the Corporate Governance Report, which forms
part of this report.

27. DISCLOSURE 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
on 08^th March, 2025 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:

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

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

? encourage executives to perform to their fullest capacity;

? to be competitive and cost effective;

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

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

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

? 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;

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

? 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:

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

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

? 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 Company''s policy on appointment of Directors is available
on the Company''s website at https://wardwizard.in/investor-
relations/policies-and-strategy/policies/.

The policy on 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 and is also
available on the Company''s website at https://wardwizard.in/
investor-relations/policies-and-strategy/policies/.

28. PARTICULAR OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY
TRANSACTIONS:

The Company has a well-defined and structured governance
process for related party transactions undertaken by the
Company. In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on Related
Party Transactions with its philosophy of adhering to the highest
ethical standards, transparency, and accountability.

In line with the provisions of the Act and the Listing Regulations,
the Board has approved a policy on related party transactions
including Materiality of Related Party Transactions. During the
year under review, all the contracts/arrangements/transactions
entered by your Company with related parties under Section
188(1) of the Act & Reg 23 of SEBI LODR, were in the ordinary
course of business and on an arm''s length basis and has also
been approved by the Audit Committee of the Company.

The details of materially significant related party transactions
entered into by your Company with the Promoters, Directors,
Key Managerial Personnel or other designated persons
approved by the Board have been disclosed in note no 34 to
the financial statements for the financial year ended 31^st March,
2025.

All related party transactions for the financial year were
conducted in the ordinary course of business and on an arm''s
length basis, in accordance with the company''s policy. These
transactions were presented to the Board of Directors and the
Audit Committee for review and approval at the beginning of
the financial year. A quarterly statement detailing the nature and
value of all related party transactions was also provided to the
Audit Committee for its review.

Related party transactions were disclosed to the Board on
a regular basis as per IND AS-24. Details of related party
transactions as per IND AS-24 be referred to in note no 34 of the
Standalone Financial Statements. Pursuant to Regulation 23(9)
of the Listing Regulations, your Company has filed the reports on
related party transactions with the Stock Exchanges.

The policy on Related Party Transactions, as approved by the
Board, is uploaded on the website of the Company and the web
link for the same is https://wardwizard.in/investor-relations/
policies-and-strategy/policies/.

The particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 entered by the
Company during the FY 2024-2025 in prescribed Form AOC-2
is appended to this Report as Annexure II.

29. INSURANCE INFORMATION
Information of Assets Insurance

All properties and insurable interests of the Company have been
fully insured.

Directors and Officers Insurance (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers
Insurance (''D&O'') for all its Directors, KMPs and members of the
Senior Management.

30. ACCEPTANCE OF PUBLIC DEPOSIT

Further as required under Clause (viii) of Rule 2 of Companies
(Acceptance of Deposits) Rules, 2014, the Company has availed
loans from its director, the particulars of which are provided in
the standalone financial statements.

31. PARTICULARS OF LOANS, GUARANTEES,
SECURITIES OR INVESTMENTS:

During the year under review, the Company has not given Loans,
Guarantees and made investments in compliance with the
provisions of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014. The details of
the same are provided in the Standalone Financial Statements.

32. MATERIAL CHANGES AND COMMITMENTS
IF ANY, AFFECTING THE FINANCIAL POSITION
WHICH HAVE OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR AND THE DATE OF THE
BOARD''S REPORT:

No material changes and commitments affecting the financial
position of the Company have been occurred between the end
of the financial year to which the financial results pertains and
the date of the Board''s report.

33. CHANGE IN THE NATURE OF BUSINESS

The Company has not undergone any changes in the nature of
the business during FY 2024-25.

34. MATERIAL ORDER AND SIGNIFICANT
ORDERS PASSED BY ANY REGULATORIES/
THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact the going
concern status of the Company and its future operations.

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

The information with respect to conservation of energy,
technology absorption, foreign exchange earnings and outgo
pursuant to Section 134(3) (m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, is appended to this
Report as Annexure IV.

36. AUDITORS, AUDIT QUALIFICATIONS AND
BOARD''S EXPLANATIONS

Statutory Auditors

In Compliance with the provisions of Section 139 of the Act read
with the Companies (Audit & Auditors) Rules, 2014, M/s. VCA
& Associates, Chartered Accountants (Firm Registration No. -
114414W), Vadodara, were re-appointed, as Statutory Auditors
of the Company by the Members at the Annual General Meeting
of the Company held on 30^th September 2024 to hold office for
a Second term Commencing from 42^nd AGM till the conclusion
of 47^th AGM of the Company to be held in the year 2029.

Remuneration of M/s. VCA & Associates, Chartered
Accountants, in the form of fees (excluding GST and out of all
the pocket expenses) for the financial year ended 31^st March,
2025 has been outlined in the Corporate Governance Report.

The Auditors'' Report on the Standalone Financial Statements for
the financial year 2024-25 does not contain any qualification,
reservation or adverse remark.

Secretarial Auditors and Secretarial Audit Report:

Casual Vacancy:

Pursuant to the Resignation tendered by M/s. Pooja Gala &
Associates, Secretarial Auditor of the Company on 17^th May,
2024, the Board of Directors of the Company proposed to
appoint a new Secretarial Auditor of the Company under the
provisions of the Companies Act, 2013 for the Financial Year
2024-25.

The specific reasons for the resignation were noted as being
detailed in the resignation letter.

In compliance with the Regulation 24(A) of SEBI Listing
Regulations and Section 204 of the Companies Act, 2013
read with Rules made thereunder, the Board of Directors of the
Company at its Meeting held on February, 06^th 2025, based
on the recommendation of the Audit Committee, approved
the appointment of Mr. Kamal A. Lalani, Practicing Company
Secretary (Membership No. A37774, COP No. 25395) Peer
Reviewed Certificate No. 6618/2025, Vadodara for a period of
5 (five) consecutive Financial Years commencing from FY 2025Â¬
26 to FY 2029-30, subject to the approval of the Shareholders at
the ensuing 43^rd AGM of the Company.

The Board recommends the appointment of Mr. Kamal A. Lalani,
Practicing Company Secretary as Secretarial Auditors of the
Company for the aforesaid term, for approval of the members.
The relevant details and terms of appointment are also set out
in the Notice of the Annual General Meeting forming part of this
Annual Report.

A copy of the Secretarial Audit Report issued in Form MR-3
by Mr. Kamal A Lalani, Secretarial Auditors is enclosed as
Annexure VII to this report.

The Secretarial Auditor has submitted their report in Form MR-3
for the financial year ended 31^st March, 2025, which forms part
of the Directors Report as Annexure VII The report confirms
that the Company has complied with all applicable provisions
of the Companies Act, SEBI regulations, and other statutory
requirements.

There are qualifications made by the auditors in their Secretarial
Audit Report of the Company for the financial year ended 31^stMarch, 2025. The observations made in the Secretarial Audit
Report are as per the following:

1. During the period under review, the Company has submitted
the required forms and returns with the Registrar of Companies
(ROC)/Ministry of Corporate Affairs (MCA) within the prescribed
time, except for a few e-forms which were submitted with
additional fees.

2. During the period under review, the Company was failed to
inform the details of Resignation of Mr. Tarun Kumar Sharma
(President-Marketing and Branding) (Senior Managerial
personal) to the BSE within 24 hours from the effective date of
resignation

Management''s Response/Board''s Comments:

The Board noted the observations of the Secretarial Auditor. The
delay in filing of certain e-forms and Submission was inadvertent
and occurred due to procedural/technical/natural calamity
reasons. The Board further confirms that the said e-forms
have since been filed with additional fees and submission of
intimation of resignation of Senior Management Personnel was
done with clarification to BSE Limited, thereby regularizing
the compliance. The Company is in the process of further
strengthening its internal monitoring mechanism to ensure
timely filing of all statutory forms in future and avoid recurrence
of such delays.:

Internal Auditor

M/s. -OP Rathi & Co., Chartered Accountants Firm
Registration No. - 108718W has been appointed on 18^thApril, 2024 as an Internal Auditors for FY 2024-2025 under
Section 138 of the Act read with Rule 13 of The Companies
(Accounts) Rules, 2014.

37. REPORTING OF FRAUDS

There has been no instances of fraud reported by the Auditors
under Section 143(12) of the Act and rules framed thereunder
either to the Company or to the Central Government.

38. COST RECORDS AND COST AUDIT REPORT

The maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the Act
is not applicable for the business activities carried out by the
Company.

39. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

Your Company has a robust and well embedded system of
internal controls. Comprehensive policies, guidelines and
procedures are laid down for all business processes. The Internal

Control system has been designed to ensure that financial and
other records are reliable for preparing financial and other
statements and for maintaining accountability of assets. Based
on the framework of internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors
and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors,
and the reviews performed by management and the relevant
Board committees, including the audit committee. The internal
audit plan is dynamic and aligned to the business objectives of
the Company and is reviewed by the Audit Committee each
quarter. Further, the Audit Committee also monitors the status
of management actions emanating from internal audit reviews.
The Board is of the opinion that the Company''s internal financial
controls were adequate and effective during the FY 2024-2025.
During the year, such controls were assessed and no reportable
material weaknesses in the design or operation were observed.

The company''s internal financial controls are strong and well-
suited to its size and operations. These controls are effective
in ensuring the accuracy and reliability of its financial and
operational information, compliance with company policies,
protection of assets, and prevention of fraud and errors. The
company has also established policies and procedures to
ensure efficient business operations.

As required under Section 134(3)(q) of the Companies Act
2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules,
2014, the Company has adequate system of internal control
commensurate with its size, scale, nature, and complexity
of business to ensure that all assets and investments are
safeguarded against loss from unauthorized use or disposition.
These systems provide reasonable assurance in respect of
providing financial and operational information, safeguarding
the assets of the Company, adhering to the management
policies besides ensuring compliance.

The Company has undertaken an audit for the FY 2024-2025
for all applicable compliances as per the SEBI Listing Regulations
and Circulars/Guidelines issued thereunder.

The details in respect of adequacy of internal financial controls
with reference to the Financial Statements forms part of the
Management Discussion and Analysis Report.

40. ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, the
Annual Return of your Company in form MGT-7 is available on
the website of the Company at https://wardwizard.in/investor-
relations/corporate-announcements/annual-report/.

41. LISTING AND DEMATERLISATION OF EQUITY
SHARES

The equity shares of the Company are listed on the BSE Limited
(scrip code: 538970) and for the purpose of dematerialisation
of shares established connectivity with the National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) with the International Securities
Identification Number (ISIN) allotted under the Depository
System is INE945P01024 through Purva Sharegistry (India)
Private Limited, a Registrar and Share Transfer Agents. The
Company has fulfilled its annual listing fee obligations to the
Bombay Stock Exchange (BSE) for the FY 2024-2025.

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under
Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure.

The said statement is also open for the inspection by the Shareholders through physical mode. The statements required under Section
197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, form part of this report and will be made available to any Shareholder(s) on request made in writing.

43. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company is committed to transparency and equal opportunities in employment. Our offices worldwide employ people from
diverse backgrounds and prohibit harassment of any kind based on age, gender, race, or other protected characteristics.

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

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has received no complaints of sexual harassment at workplace.

Sr. No	Particulars	No. of Complaints
1	Complaints pending at the beginning of the financial year	NIL
2	Complaints filed during the financial year	NIL
3	Complaints disposed of during the financial year	NIL
4	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://wardwizard.in/investor-
relations/policies-and-strategy/policies/.

Statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961.

During the FY 2024-25 the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including
relating to maternity leave and other benefits to women employees

44. POLICY ON PRESERVATION OF DOCUMENTS
AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, your Board
has framed a Policy on the Preservation of documents and
Archival of documents. This is intended to provide guidelines for
the retention of records and preservation of relevant documents
for a duration after which the documents shall be archived.
This said policy is available at the Company''s website, at the
following weblink:

https://wardwizard.in/investor-relations/policies-and-

strategy/policies/.

45. INSIDER TRADING CODE

As per the SEBI (Prohibition of Insider Trading) Regulation, 2015,
the Company has adopted a Code of Conduct for Prevention
of Insider Trading. The Company has appointed Company
Secretary as Compliance Officer who is responsible for setting
forth procedures and implementing of the code for trading in
Company''s securities. During the year under review, there has
been due compliance with the said code.

46. CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Listing
Regulations, a certificate from the Chief Financial Officer
(CFO) of the Company as addressed to the Board of Directors,
confirming the correctness of the financial statements, Cash
flow statements for the Financial Year ended 31 March 2025
adequacy of the internal control measures and matters reported
to the Audit Committee, is provided in this Report.

47. DECLARATION SIGNED BY THE CEO/
MANAGING DIRECTOR STATING THAT THE
MEMBERS OF BOARD OF DIRECTORS AND
SENIOR MANAGEMENT PERSONNEL HAVE
AFFIRMED COMPLIANCE WITH THE CODE OF
CONDUCT OF BOARD OF DIRECTORS AND
SENIOR MANAGEMENT

The Annual Report includes a declaration by the Managing
Director confirming that all the Directors and Senior
Management Personnel have adhered to the Company''s Code
of Conduct during the FY 2024-25. This declaration is required
by Schedule V of the SEBI LODR Regulations.

The detail policy on the Code of Conduct is available on the
website at https://wardwizard.in/investor-relations/policies-
and-strategy/policies/.

48. DETAILS OF APPLICATION MADE OR
PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applications filed
or any proceedings pending in the name of the Company under
the Insolvency and Bankruptcy Code (IBC), 2016.

49. DETAILS OF DIFFERENCE BETWEEN
VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING
LOANS FROM BANKS AND FINANCIAL
INSTITUTIONS

Your Company has not made any one-time settlement for the
loans taken from the Banks or Financial Institutions and hence
the 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 is not applicable.

50. HUMAN RESOURCE MANAGEMENT

Your Company''s Human Resource (HR) management ensures
fair and transparent labour practices through well-defined
policies and processes that are fully compliant with evolving
regulatory requirements. As a growing manufacturing and
assembly organization in the Electric Vehicle sector, the
Company maintains a cordial and collaborative relationship
with all employees, aligning its people practices with overall
business objectives.

The dedicated HR department focuses on enhancing leadership
skills, recruitment, training, and ensuring employee welfare.
As on 31^st March 2025, the Company had 163 employees on
its payroll. To build functional capabilities, team synergy, and
interpersonal skills, various training programs are organized,
often with the involvement of external experts.The Company also
drives multiple HR initiatives including Monthly Communication
Forums to connect senior management with employees, Awards
and Recognition programs to honor exceptional contributions,
Health and Wellness initiatives such as annual medical checkÂ¬
ups and blood donation camps, and Sports and Team-Building
activities like cricket tournaments to promote engagement,
teamwork, and a positive workplace culture.

In addition to these initiatives, the Company has strengthened
its HR framework through several structured systems and
compliance measures such as.

Background Verification System:

The Company has successfully implemented a robust
Background Verification (BGV) process across the organization.
This initiative is aligned with our commitment to maintaining
the highest standards of integrity, security, and compliance
within our workforce. The BGV process plays a critical role in
ensuring that the Company hire and retain employees whose
qualifications, experience, and personal backgrounds align with
our company''s values and legal requirements.

Asset Management System (HRMS):

This year, we have successfully implemented a comprehensive
Asset Management system across our organization, marking
a significant advancement in our operational efficiency and
resource management. This initiative reflects our commitment
to optimizing the use of our assets, reducing operational costs,
and ensuring the long-term sustainability of our resources.

PoSH Compliances:

Under the PoSH Compliances, the organization conducted
a comprehensive POSH (Prevention of Sexual Harassment)
training session for employees in conjunction with a scheduled
Internal Committee (IC) meeting. The sessions were designed to
reinforce our commitment to maintaining a safe and respectful
workplace environment and to ensure compliance with the legal
mandates under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013.

Training (Group Mediclaim & Personal Accident
Insurance)

Your Company has successfully conducted a comprehensive
online training program focused on Group Mediclaim & Personal
Accidental Insurance for our employees. The training was
designed to provide employees with a thorough understanding
of the available insurance policies, the benefits they offer, and
the procedures for accessing these benefits. This initiative is
part of our ongoing commitment to employee well-being and
ensuring that our workforce is fully informed about the valuable
insurance coverage provided by the Company.

Apprenticeship Registration (The Apprentices Act,
1961)

Under the Apprentices Act 1961, your Company has engaged
Apprentices from various trades, which will help us develop a
skilled workforce to meet the future needs of the company.
This initiative underscores our commitment to fostering talent,
supporting the professional growth of young individuals, and
contributing to the broader industry by preparing the next
generation of skilled professionals.

Industrial And Employee Relations

The Company maintains strong and positive relationships with its
employees at all levels, built on mutual trust, respect, and open
communication. The dedication and hard work of the workforce
have been instrumental in sustaining the Company''s leadership
position in the industry. To drive organizational efficiency, various
initiatives have been implemented to enhance productivity
across all functions.

Wardwizard is committed to promoting proactive, employeeÂ¬
centric practices, with a transformational work culture initiative
aimed at creating an engaged workforce and fostering an
innovative, productive, and competitive shop-floor ecosystem.
As part of these efforts, Monthly Communication Forums
are organized, enabling regular interaction between senior
management and employees to share updates on business
performance, strategic priorities, and future plans, while
encouraging open dialogue and feedback.

51. SHARE TRANSFER SYSTEM

As per Regulation 40 of the Listing Regulations, as amended,
securities of listed companies can be transferred/transmitted/
transposed only in dematerialized form with effect from, 01^stApril, 2019. In view of this and to eliminate all risks associated
with physical shares and for ease of portfolio management,
Members holding shares in physical form are requested to
consider converting their holdings to dematerialized form.

52. QUALITY

Your Company is committed to maintain stringent quality control
measures to ensure the safety and satisfaction of consumers
who depend on daily road travel. Given the critical nature
of automotive components, all parts must meet the highest
quality standards, as any defects could pose significant safety
risks and adversely impact a brand''s reputation, profitability,
and contractual obligations. To achieve this, the Company
meticulously evaluate suppliers'' ability to comply with these
standards. At the same time, technical inspectors oversee the
entire manufacturing processâfrom design validation to mass
productionâto ensure that only products that meet the highest
automotive standards reach the market.

53. SAFE HARBOUR STATEMENT/CAUTIONERY
NOTE

Certain statements in this report concerning our future growth
prospects are forward-looking statements, which involve a
number of risks, and uncertainties that could cause actual results
to differ materially from those in such forward-looking statements
due to risks or uncertainties associated with our expectations
with respect to, but not limited to, our ability to successfully
implement our strategy and our growth and expansion plans,
technological changes, our exposure to market risks, general
economic and political conditions in India which have an impact
on our business activities or investments, changes in the laws
and regulations that apply to the industry in which the Company
operates. The Company does not undertake to update any
forward-looking statements that may be made from time to time
by or on behalf of the Company.

54. INVESTOR RELATIONS

During the Financial Year 2024-25, our company maintained
a strong focus on investor relations, prioritizing transparency,
communication, and engagement with our valued shareholders.
Our goal is to build trust, foster long-term relationships, and
provide accurate and timely information to support informed
investment decisions.

Key Highlights:

(1) Regular Updates: We consistently provided timely and
comprehensive updates to our investors, including
detailed press releases, quarterly earnings calls, and
annual reports. These communications were designed to
keep our stakeholders well-informed about our financial
performance, strategic initiatives, and significant industry
developments, ensuring transparency and fostering trust.

(2) Shareholder Engagement: Our management team actively
engaged with investors through a variety of channels to
maintain open lines of communication and build strong
relationships. These efforts included:

a. Conferences and Earnings Calls: Participating in
conferences and hosting earnings calls to provide
insights into our financial results, address investor
inquiries, and discuss future outlooks.

b. One-on-One Meetings and Calls: Conducting
personalized meetings and calls with investors to
address their specific concerns, provide detailed
explanations of our strategies, and discuss any
questions in a more focused setting.

c. Investor Days and Site Visits: Organizing investor
days and site visits to offer investors a closer look at
our operations, meet our leadership team, and gain a
better understanding of our business strategies and
long-term vision.

d. Annual General Meetings and Shareholder Forums:
Hosting annual general meetings and various
shareholder forums to facilitate direct dialogue
between management and shareholders, ensuring
their voices are heard and their feedback is
incorporated into our decision-making process.

55. SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with the
applicable provisions of the Secretarial Standards - 1 relating to
''Meetings of the Board of Directors'' and Secretarial Standards
- 2 relating to ''General Meetings'' specified by the Institute of
Company Secretaries of India and approved by the Central
Government under Section 118 (10) of the Act.

56. APPRECIATION & ACKNOWLEDGEMENTS

Your directors take this opportunity to express their sincere gratitude to the Government of India, Government of Gujarat, Maharashtra
and other states, Registrar of Companies - Maharashtra, Distributors, lenders, including bankers and most importantly consumers for
their valuable and sustained support.

Your directors thank the stakeholders for the confidence reposed in the Company and for their continued support and co-operation.
Your directors wish to place on record its sincere appreciation for the continued co-operation and support rendered by your
Company''s Executives, Employees and Workers at all levels. Our consistent growth was made possible by their hard work, solidarity,
cooperation and support.

Note: Except as otherwise stated, all the numbers in the Director''s Report are on standalone basis.

On behalf of the Board of Directors

For Wardwizard Innovations & Mobility Limited

Sd/- Sd/-

Yatin Sanjay Gupte Sanjay Mahadev Gupte

Managing Director Whole Time Director

DIN:07261150 DIN:08286993

Place: Vadodara

Date: 01^st September, 2025

Mar 31, 2024

The Directors of your Company are delightfully presenting the 42^nd Report of the Board of Directors ("Board") of the Company, on its business and operations, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended 31^st March, 2024 prepared as per Indian Accounting Standards prescribed under Section 133 of the Act.

FINANCIAL HIGHLIGHTS

Your Company''s Financial highlights for the year ended 31^st March, 2024 as follows:			(Amount ('' in Lakhs)
Particulars		Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	31731.43	23892.60	32141.97	23892.60
Other Income	25.76	36.27	20.71	35.63
EBITDA (Earnings before interest tax depreciation Amortization)	3252.09	1956.77	3180.44	1897.71
Finance Cost	521.41	76.68	521.41	76.68
Depreciation, Amortization, Impairment	667.23	494.94	667.23	494.94
Profit Before Tax	2063.45	1385.15	1991.80	1326.09
Current Tax	646.19	455.90	646.19	455.90
Deferred Tax	2.10	(14.96)	2.10	(14.96)
Net Profit After Tax	1415.16	944.21	1343.51	885.15
Final Dividend Paid	77.02	56.66	77.02	56.66
Paid-up Equity Share Capital	2606.94	2606.94	2606.94	2606.94
Basic Earnings per Equity Share (in ''	0.54	0.36	0.52	0.34
Reserves	7652.53	6272.94	7519.35	6211.44

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Act.

HIGHLIGHTS OF PERFORMANCE

On a Standalone basis, the revenue from operations for FY 2023-2024 was '' 31,731.43 Lakhs, higher by 32.81 percent over the previous year''s revenue of '' 23,892.60 Lakhs. The Profit after Tax (PAT) attributable to shareholders for FY 2023-2024 and FY 2022-2023 was '' 1,415.16 Lakhs and '' 944.21 Lakhs, respectively.

On a Consolidated basis, the revenue from operations for FY 2023-2024 was '' 32,141.97 Lakhs. The Profit after Tax (PAT) attributable to shareholders for FY 2023- 2024 was '' 1,343.51 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act and other relevant provisions of the Act. The Consolidated Audited Financial Statements forms part of the Annual Report. As per the provisions of Section 136 of the Act and Regulation 46 (2) of Listing Regulations, the Company has placed separate audited accounts of its Subsidiary on the Company''s website www.wardwizard.in.

KEY FINANCIAL RATIOS: (Standalone Basis)
Particulars	2023-2024	2022-2023
Debtors Turnover Ratio	47.52 days	16.82 days
Inventory Turnover Ratio	3.08	2.74
Current Ratio	1.23 : 1	1.16 : 1
Debt/Equity Ratio	0.81 : 1	0.14 : 1
Operating Profit Ratio	27.00%	18.00%
Net Profit Margin	4.00%	4.00%
Return on Net worth	13.79%	10.66%

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES DETAILS OF SUBSIDIARY COMPANY

Wardwizard, in accordance with Section 129(3) of the Act, prepared Consolidated Financial Statements of the Company and its subsidiary and is forming part of this Annual Report. Further, the report on the performance and financial position of the Subsidiary and salient features of its Financial Statements in the prescribed Form AOC-1 is annexed to this report as Annexure - I. The financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies, are available on the website of the company at https://wardwizard.in/investor-relations

The policy for determining ''material'' Subsidiaries is available at https://wardwizard.in/investor-relations/policies-and-strategy/policies/

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Wardwizard Global PTE. LTD was set up in the year 2022 and is a wholly owned subsidiary of Wardwizard and is private company limited by shares, incorporated under the Singapore Companies Act and domiciled in Singapore with its principal activities are Manufacture of Secondary Batteries, Lithium Batteries and assembly of motor vehicles and R&D specifications as well as to meet the variegated requirements of ancillary activities.

ASSOCIATE OR JOINT VENTURE

As on 31^st March, 2024, the company does not have any associate or joint venture companies.

OPERATIONS AND STATE OF COMPANY''S AFFAIRS

Wardwizard Innovations & Mobility Limited has established itself as a leading player in the electric vehicle industry, offering a diverse range of innovative and sustainable vehicles that cater to a wide customer base. Focusing on technological advancements, sustainability, and global expansion, the company is driving the transition toward a cleaner and greener future. With the rising demand for electric vehicles, Wardwizard is poised to play a crucial role in shaping the future of transportation and making sustainable mobility accessible to everyone.

Located in Vadodara, the company currently has production capacity 400,000 electric scooters and bikes per year on a three-shift schedule. This capacity is designed to meet the current demand and the company''s growth plans for the coming years. In FY 20232024, Wardwizard commissioned a Semi- automated assembly line, further enhancing its production capabilities. To strengthen the EV value chain and ensure a seamless supply of parts, the company is establishing the Wardwizard EV Cluster, a 4-million-square-foot facility near its existing plant in Vadodara.

Wardwizard manufactures 10 Models under the brand name Joy e-bike, with over 750 dealership touchpoints across more than 50 cities in India. Through Joy e-bike, Wardwizard is committed to empowering small businesses and driving innovation in the market, contributing to the fight against climate change. With over ten trendy models designed to meet the diverse needs of consumers and businesses, these vehicles offer impressive performance, long-range capabilities, and innovative features, making them a compelling choice for eco-conscious individuals and organisations. Joy e-bike provides a stylish and sustainable ride that allows users to contribute to the well-being of our planet.

SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS:			(Amount (?) in Lakhs)
Sr. No	Segment	Segment Revenue	Segment Results (PBT)
1.	Segment 1-Sale of Electric Vehicles, its components & related services	31731.43	2061.78
2.	Segment 2- Vyom Innovation	0	0
3.	Other Income	25.76	1.67
4.	Total	31757.19	2063.45

KEY BUSINESS DEVELOPMENTS:a) Record Financial Performance:

The company achieved a record revenue of ''31,731.43 lakhs in FY 23-24, marking a substantial 32.81% increase from FY 22-23. This growth underscores the company''s robust market position and effective execution of its strategic initiatives. The strong financial performance reflects increased demand for the company''s electric vehicles.

b) Product Innovation and Expansion:

The successful launch of new models in the three-wheeler segment, including the E-cart Garbage Container and E-Loader, demonstrates the company''s commitment to addressing diverse market needs. These new models cater to specific commercial and municipal applications, expanding the company''s product portfolio and enhancing its competitiveness in the rapidly growing electric threewheeler market.

c) Enhanced Sustainability and ESG Commitment:

The company has significantly strengthened its sustainability and ESG (Environmental, Social, and Governance) initiatives. By integrating eco-friendly practices across its operations and product development, the company not only aligns with global sustainability trends but also appeals to environmentally conscious consumers and investors. This commitment to sustainability enhances the company''s reputation and long-term viability in the electric vehicle sector.

d) Strategic International Collaboration:

The strategic collaboration with Beeah Group, based in Sharjah, UAE, is a pivotal development aimed at revolutionizing the electric landscape in the Gulf Cooperation Council (GCC) countries and African nations. This partnership positions the company to leverage Beeah Group''s regional expertise and infrastructure, enabling the introduction of its innovative electric vehicles to new markets with significant growth potential. This move is expected to accelerate the company''s international expansion and strengthen its presence in these key regions.

e) Geographical Expansion:

The company initiated the Deep Bharat Connect program, significantly broadening its market presence by establishing partnerships with more than 160 showroom distributors nationwide. This strategic expansion enhances our ability to connect with customers across diverse regions in India.

TRANSFER TO GENERAL RESERVES

During the Year under review, the Board has not recommended transferring the amount to General Reserves, being nonmandatory under the Act .

CHANGE IN THE NATURE OF BUSINESS

During the Year under review, the nature of business of the Company remained unchanged.

DIVIDEND

The Board of Directors, at their meeting held on April 25, 2024, declared a final dividend of '' 0.15 per equity share, representing

a 15% dividend on the face value of '' 1 each of the Company''s fully paid-up equity capital.

The record date for determining shareholders eligible for the dividend is Friday, September 20, 2024. The payment of the dividend is subject to the approval of the shareholders at the upcoming Annual General Meeting on Monday, September 30, 2024.

Companies are obligated to deduct applicable income taxes from dividends before payment. Dividends will be paid within 30 days of the declaration date to shareholders who have not waived their right to receive dividends for the FY 20232024. Pursuant to Article 198A of the Company''s Articles of Association, members have the right to waive or forgo their right to dividends.

The Company recommended/declared dividends as under:

(Amount ('' in Lakhs)
PARTICULARS		Dividend Per Share	Dividend Per Share
		FY 2023-2024	FY 2022-2023
Interim dividend		--	--
Final dividend 1 5% & 1 0% of Value of '' 1 per respectively)	(At Face share	'' 0.15/-	'' 0.10/-
Total dividend		'' 0.15/-	'' 0.10/-

Pursuant to Section 91 & other applicable provisions of the Act and in accordance with the Regulation 42 of the Listing Regulations, the Register of Members and Share Transfer Book of the Company shall remain closed from Friday, 20th September, 2024 to Monday, 30th September, 2024 (both days inclusive) for taking record of the Members of the Company for the purpose of ensuing 42nd Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, as amended, the Company has formulated a Dividend Distribution Policy. The said policy is available on the Company''s website at https://wardwizard.in/investor-relations/policies-and-strategy/ policies/

Your Company is in compliance with Dividend Distribution Policy as approved by the Board.

A shareholder has the option to waive or renounce their right to receive the dividend on some or all of the equity shares they own in the company as of the Record Date/Book-Closure Date, which is the date used to identify the members who are eligible for the dividend. The said Waiver Form is also available on the website of the company at https://wardwizard.in/investor-relations/policies-and-strategy/policies/

FURNISHING OF PAN, KYC DETAILS AND NOMINATION BY HOLDERS OF PHYSICAL SECURITIES

SEBI, vide circular No. SEBI/HO/MIRSD/MIRSDPoD-1/P/ CIR/2023/37 dated March 16, 2023, has made it mandatory to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature by holders of physical securities. Folios wherein any one of the said document / details are not available on or after October 01, 2023, shall be frozen and shareholder

will not be eligible to lodge grievance or avail service request from the Registrars to an Issue and Share Transfer Agent and will not be eligible for receipt of dividend in form of Dividend Warrant or any other offline mode. Further, shareholders holding shares in physical mode were to link their PAN with Aadhaar by June 30, 2023 or any other date as may be specified by the Central Board of Direct Taxes to avoid freezing of folio. Further, as per the above circular of SEBI, the frozen folios shall be referred by Registrars to an Issue and Share Transfer Agent / Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002, after December 31, 2025. Keeping the above statutory requirements in view, members holding shares in physical form are requested to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature details immediately to the Registrars to an Issue and Share Transfer Agent / Company in the specified forms, to ensure that, their folios are not frozen on or after October 01, 2023. The form is available on the company''s website https:// wardwizard.in/investor-relations/info-for-shareholders/downloads/

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

Pursuant to the provisions of Section 124 and 125 of the Act and Investor Education and Protection fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) and other relevant provisions of the Act, dividends of a company that remain unpaid or unclaimed for a period of seven consecutive years from the date of such transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF") set up by the Government of India. The unclaimed dividend for the financial year 2020-21 and all subsequent years must be claimed as early as possible failing which, it would be transferred to IEPF as per the (tentative) dates mentioned herein below:

Dividend	Type	Dividend Per Share (In. ''	Dividend Declared	Date of Declaration By the Members	Date of Opening of Unpaid/ Unclaimed Dividend	Due date for Transfer to IEPF	Last date for Transfer of unclaimed Dividend to IEPF
2020-21	Final Dividend	0.05/- (Five paisa only) per equity share of Re. 1/- (One rupee) each fully paid-up	5%	20-Aug-2021	24-Sep-2021	23-Sep- 2028	22-Oct-2028
2021-22	Final Dividend	0.075/- (Seventy Five paisa only) per equity share of Re. 1/- (One rupee) each fully paid-up	7.5%	30-Aug-2022	01-Oct-2022	30-Sep- 2029	29-Oct-2029
2022-23	Final Dividend	0.10/- (Ten paisa only) per equity share of '' 1(One rupee) each fully paid up.	10%	26-Sep-2023	01-Nov-2023	01-Nov- 2030	30-Nov-2030
The statement of Unclaimed Dividend is available on Company''s website at https://wardwizard.in/investor-relations/dividend/ unclaimed-dividends-iepf-details/unclaimed-dividend/ SHARE CAPITAL The Summary of the Share Capital during the FY 2023-2024 is given below: (Amount in '' Authorized Capital 31,00,00,000 Issued Capital 26,23,44,373¹ Subscribed Capital 26,06,93,900 Paid- up Capital 26,06,93,900

balance call money of '' 41/- per share in pursuant to the Final Call Money-Cum-Forfeiture Notice dated Monday, 13^th February, 2023.

The converted shares ranked Pari Passu with the existing fully paid-up equity shares and details are as follows:
Sr. No.	Date of Allotment	Shares Allotment Summary
1	15^th March, 2022	56,70,303 Partly paid up shares Allotted
2	12^th December, 2022	24,91,631 Shares became Fully Paid (Out of 56,70,303 Originally Allotted on 15th March, 2022)
3	31^st March,2023	18,20,269 Shares became Fully Paid (Out of 31,78,672 Originally Allotted on 15th March, 2022)
4	31^st March,2023	13,58,403 Shares Forfeited by Board which was originally allotted on 15th March, 2022
Summary of Corporate Action for forfeited Shares:
Sr. No.	Depository	Forfeited Shares No of Shareholders	Difference in Shares Debited shares
1	CDSL	10,17,441 3,767	10,17,441 None
2	NSDL	3,40,962 707*	3,28,641 12,321*
	Total	13,58,403 4,505	13,46,082 12,321

*Due to the inactivity of 31 shareholders'' Demat accounts, 12,321 forfeited shares could not be debited. Once these accounts are reactivated, the shares will be automatically deducted.

* As of the date of this report, the company has no outstanding partly paid-up shares.

STATEMENT OF DEVIATION(S) OR VARIATION(S)

In accordance with the SEBI Circular No. CIR/CFD/CMD1/162/2019, dated December 24, 2019 and pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that where a listed entity has raised funds through Public Issue, Rights Issue or Preferential Issue, the listed entity shall disclose every year, the utilization of such funds in its Annual Report until such funds are fully utilized. In this connection, the Company has fully utilized the amount raised through Rights Issue of Equity Shares and the purpose for which these proceeds were raised has been achieved.

SUMMARY OF UTILISATION OF RIGHTS ISSUE PROCEEDS:		(Amount (?) in Lakhs)
Fund Raised Opening Fund	Fund Utilised	Closing Fund
1768.04 749.71	749.71	0

There has been no Variation or deviation in the utilization of the funds raised by the Company as stated in the Letter of Offer, dated Wednesday, January 18^th 2022.

Further, the details of Utilization of Rights Issue proceeds for the year ended 31^st March, 2024 have been provided in notes to the Accounts of the Financials of the Company.

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.

EMPLOYEES STOCK OPTION PLAN

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Listing Regulations, 2015 forms a part of the Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

CREDIT RATING

During the year under review, 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. however your company has obtained Credit rating from CRISIL Ratings Limited.

Rating Agency	Long Term Rating	Short Term Rating
CRISIL Ratings Limited	CRISIL BBB/Stable (Reaffirmed)	CRISIL A3 (Assigned)

MANAGEMENT- DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

As of March 31, 2024, the Company''s Board consisted of Eight (08) members of which Two (02) Executive Directors, One (01) Non-Executive and Non-Independent Director, and Five (05) Independent Directors.

Detailed information about the board and committee composition, director tenure, and other relevant details can be found in the Corporate Governance Report forming part of this Annual Report. In compliance with listing regulations, the board has identified the core skills, expertise, and competencies required for effective functioning within the company''s business context. These key skills and competencies are outlined in the Corporate Governance Report.

During the year under review, the following appointments, re-appointments and resignations were made to in the Board of Directors, Key Managerial Personnel and Senior Management of the Company.

COMPOSITION OF THE BOARD TILL DATE OF THE REPORT

Composition of Board as on the date of Report

During the year under review, there are changes in the composition of the Board as stated below:

KEY MANAGERIAL PERSONNEL (KMP)
Following are the KMPs of the Company as on the date of report in terms of Section 203 of the Act:
Name Designation
Mr. Yatin Sanjay Gupte Managing Director (MD) Mr. Deepakkumar Mineshkumar Doshi Chief Financial Officer (CFO)
Ms. Jaya Ashok Bhardwaj Company Secretary & Compliance Officer (CS & CO)
SENIOR MANAGEMENT
As on 31^st March, 2024, The Senior Management of the Company comprises of following person(s):
A)	List of Senior Management Personnel:
	Sr. No Name of the Personnel Designation
	1 Mr. Sanjay Kumar Sablok President - Operations 2 Mr. Tarun Kumar Sharma President - Marketing & Branding 3 Mr. Vineet Akre Senior Vice President - R&D And Production 4 Mr. Aloksing Jamdar Vice President - Operations (Production) 6 Mr. Vilas Paturkar Associate Vice President - Factory Operations 7 Mrs. Sneha Shouche Chief Marketing Officer
B)	Changes in Senior Management Personnel during the Financial Year (FY):
	Sr. No Name Designation Details of Change	Effective date
	1 Sunil Oommen Chacko President of Retention & Training Resignation	30^th June 2023*
	2 Sanjay Kumar Sablok President- Operations Appointment	01^st August, 2023
	3 Tarun Kumar Sharma President- Marketing & Branding Appointment	10^th July, 2023
	4 Annasaheb Mahadev Associate Vice President- Resignation 13 Kumbhar Factory Head	i^th September 2023*
	5 Ravindran Ramchandran International President- Resignation 18^th November 2023* Nambiar Group Companies
	*Resignation of the Senior Management Personnel is effective after the closing of the business hours of the date of their resignation.
MEETINGS OF THE BOARD OF DIRECTORS:
Eleven (11) board meetings were convened and held during the year, adhering to the prescribed inter-meeting intervals as per the Act. The report on corporate governance provides detailed information about these meetings, including those of other committees, their dates, and the attendance of individual directors.
Date of Board Meetings:
08th May, 2023 28th August, 2023 24th February, 2024 23rd June, 2023 23rd September, 2023 16th March, 2024 28th July, 2023 07th November, 2023 29th March, 2024
04th August, 2023 13th January, 2024 31st May, 2023* (Resolution by Circulation)

Sr. No	Director Name	DIN	Category	Date of Appointment	Date of Regularization in AGM/EOGM/ Postal Ballot	Date of cessation
1.	Mr. Yatin Sanjay Gupte	07261 150	Managing Director, Chairman, Executive Director (Promoter)	Original: 03-10-2019 Re-appointed: 01-092022	Original: 18-01-2020 Re-appointed:² 3008-2022	-
2.	Mr. Sanjay Mahadev Gupte	08286993	Executive Director	22-08-2020	30-09-2020	-
3.	Mrs. Sheetal Mandar Bhalerao	06453413	Non-Executive NonIndependent Director	20-05-2022	18-08-2022	-
4.	Mr. Avishek Kumar	09314508	Non-Executive Independent Director	06-12-2022	03-03-2023	-
5.	Dr. John Joseph	08641139	Non-Executive Independent Director	28-07-2023	26-09-2023	-
6.	Lt. General Jai Singh Nain (Retd)	10289738	Non-Executive Independent Director	28-08-2023	26-09-2023	-
7.	Mr. Paresh P Thakkar	08265981	Non-Executive Independent Director	16-03-2024	20-05-2024	-
8.	Mr. Miteshkumar G Rana	06770916	Non-Executive Independent Director	16-03-2024	20-05-2024	-
9.	Mr. Mukeshkumar Bapulal Kaka	08763757	Non-Executive Non- Whole Time Independent Director	13-06-2020	30-09-2020	23-06-2023
10.	Mrs. Neelambari Harshal Bhujbal	09195568	Non-Executive Non- Whole Time Independent Woman Director	20-09-2021	20-04-2022	23-06-2023
11.	Mr. Bhargav Govindprasad Pandya	08693675	Non-Executive Independent Non- Whole Time Director	13-06-2020	30-09-2020	23-09-2023
12.	Mr. Preyansh Bharatkumar Shah	07885677	Non-Executive Independent Director	08-05-2023	28-07-2023	08-02-2024
13.	Mrs. Rohini Abhishek Chauhan	10147439	Non-Executive Independent Director (Woman)	08-05-2023	28-07-2023	08-02-2024
14.	Mr. Kamal A Lalani	09141815	Non-Executive Independent Director	23-09-2023	12-12-2023	08-02-2024

Details of the Directors attended the Board Meetings during the year under review:
Sr.No	Name of the Director	No. of Board Meetings during the tenure of Directorship	No of Meetings Attended
Details	of the Present Directors on the Board
1	Mr. Yatin Sanjay Gupte	11	11
2	Mr. Sanjay Mahadev Gupte	11	11
3	Mrs. Sheetal Mandar Bhalerao	11	11
4	Mr. Avishek Kumar	11	02
5	Dr. John Joseph	09	02
6	Lt. General Jai Singh Nain (Retd)	07	01
7	Mr. Paresh P Thakkar	02	02
8	Mr. Miteshkumar G Rana	02	02
Details	of the Resigned Directors from the Board
9	Mr. Mukeshkumar Bapulal Kaka	02	00
10	Mrs. Neelambari Harshal Bhujbal	02	02
11	Mr. Bhargav Govindprasad Pandya	06	06
12	Mr. Preyansh Bharatkumar Shah	08	08
13	Mrs. Rohini Abhishek Chauhan	08	08
14	Mr. Kamal A Lalani	03	03

RETIRE BY ROTATION

At the 42^nd Annual General Meeting (AGM) of the Company, the following appointment/re-appointment is being proposed:

Mrs. Sheetal Mandar Bhalerao, Non-Executive Non- Independent Director (DIN: 06453413), shall retire by rotation and being eligible, offers herself, for re-appointment.

The proposal to re-appoint Mrs. Sheetal Mandar Bhalerao as a Non-Executive Non-Independent Director, along with her brief resume, is included in the Explanatory Statement under Section 102 of the Act and the disclosure under Regulation 36(3) of the Listing Regulations, as attached to the notice of the 42^nd Annual General Meeting.

BOARD GOVERNANCE

Board Governance is the framework that structures the Board and its operation. The Company Board''s governance guidelines covers aspects relating to composition and role of the Board, Chairman and its Directors, Board diversity, definition of independence, term of Directors, retirement age and committees of the Board. The Board governance guidelines also cover key aspects relating to nomination, appointment, induction and development of Directors, remuneration, oversight on subsidiary performances, code of conduct and Board effectiveness.

BOARD DIVERSITY

The company acknowledges the importance of board diversity and has established guidelines to ensure a range of perspectives, including diverse thoughts, knowledge, skills, regional and industry experience, cultural and geographical background, gender, age, ethnicity, and race. These guidelines are aligned with applicable laws and regulations and the company''s specific business needs.

DIRECTORS'' RESPONSIBILITY STATEMENT

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 on March 31^st , 2024, and of the profit of the Company for the year 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 AS ON 31ST

MARCH, 2024

Name of the Director Category
Mr. Avishek Kumar	Non-Executive Independent Director
Dr. John Joseph	Non-Executive Independent Director
Lt. General Jai Singh Nain (Retd)	Non-Executive Independent Director
Mr. Paresh P Thakkar	Non-Executive Independent Director
Mr. Miteshkumar G Rana	Non-Executive Independent Director

The Company has received necessary declarations/ confirmations from all the Non- Executive Independent Directors except the Directors who have resigned from the Directorship of the Company as required under section 149(7) of the Act confirming that they meet the criteria of independence prescribed under the Section 149(6) of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

A separate meeting of the Independent Directors of the Company was held on 16^th March, 2024, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the 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.

FAMILIARIZATION PROGRAMMES

To enhance Board members'' understanding of the Company, the company has implemented a comprehensive familiarization program. Through regular training sessions and presentations, the company provides updates on industry trends, business processes, regulations, and strategic initiatives. This ensures that the Board remains well-informed about the Company''s operations, market dynamics, and performance.

Upon appointment, Directors receive a formal letter outlining their specific roles, responsibilities, and expectations within the Board. The familiarization program is designed to assist Independent Directors in gaining a thorough understanding of the Company''s operations, management team, and overall business strategy.

The Directors of your Company are given the full opportunity to interact with Senior Management Personnel and provided with the access to all the documents/ information sought by them

to have a good understanding of the Company, its business and various operations and the industry of which it is a part Senior management staff of the Company inform the Board Members on a regular basis on the Company''s operations, plans, strategy, risks involved, new initiatives, and so on, and ask their comments and suggestions on the same. Furthermore, the Directors are briefed on their respective roles and obligations as they emerge.

The detailed policy on the familiarization program is available on the website at https://wardwizard.in/investor-relations/ policies-and-strategy/policies/.

ANNUAL EVALUATION OF THE BOARD & INDIVIDUALS ON ITS PERFORMANCE AND COMMITTEES

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of Independent Directors and of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, FundRaising Committee, Rights Issue Committee and Internal Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

BOARD COMMITTEES

The company has established eight committees in accordance with the requirements of the Act, its associated rules, and the Listing Regulations. Detailed information regarding these committees can be found in the corporate governance report forming part of this annual report. The following committees were active during the FY 2023-2024.

BOARD COMMITTEES AND NUMBER OF MEETINGS

Sr. No	Name of Committee	Number of Meetings held during the year
1	Audit Committee	07
2	Nomination and Remuneration Committee	06
3	Stakeholders Relationship Committee	02
4	Risk Management Committee	03
5	Corporate Social Responsibility Committee	03
6	Fund-Raising Committee	-
7	Rights Issue Committee	-
8	Internal Committee	03

The report on corporate governance provides detailed information about these meetings, including those of other committees, their dates, and the attendance of individual directors.

COMMITTEE RECOMMENDATIONS:

During the year, recommendations of all the Committees constituted by the Board were in accordance with the Act and the same were accepted by the Board.

BOARD PROCESSES, PROCEDURES AND PRACTICES

The Company prioritizes a diverse and knowledgeable Board that actively contributes to achieving our vision. We adhere to structured processes and best practices to ensure effective leadership and decision-making.

Board process and practices broadly comprise sharing the agenda, convening the meetings, decision making at the meetings, finalizing the minutes, and supervising the Board committees. The Company follows the best practices in convening and conducting meetings of the Board and its committees.

A minimum of 4 (four) Board meetings are held each year with the time gap between any two successive meetings not exceeding 120 (One Hundred Twenty) days. The Notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Directors and in exceptional cases tabled at the meeting with the approval of the Board. This ensures timely and informed decisions by the Board.

Board meetings foster open and productive discussions to support effective decision-making. The Chairman facilitates balanced participation and ensures sufficient time is allocated for strategic matters.

The Company provides the information as set out in Regulation 17 read with Part - A of Schedule II of the Listing Regulations, to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as a part of the agenda papers in advance of the respective meetings by way of presentation and discussions during the Meetings. With the unanimous consent of the Board, all Unpublished Price Sensitive Information (UPSI) is circulated to the Board at a shorter notice before the commencement of the meeting securely.

AUDIT COMMITTEE

The Company has formed an Audit Committee pursuant to the Section 177 of the Act read with Regulation 18 of the Listing Regulations. The details relating to the same are provided in the report on Corporate Governance forming part of this Annual Report. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board of Directors. During the FY 2023-24, the recommendations of the Audit Committee were duly accepted by the Board.

Note: A detailed note on the attendance, composition of the Board and Committees along with other disclosures are provided in the Corporate Governance Report Section of this Annual Report.

Meetings of the Audit Committees held during the year are in compliance with the Act & Listing Regulations read with circulars and notifications issued by the Ministry of Corporate Affairs and Securities Exchange Board of India in this regard.

RISK MANAGEMENT (RISK ASSESSMENT & MINIMISATION PROCEDURES).

The Company recognizes 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.

The Board of Directors of the Company has constituted a Risk Management Committee and formulated Risk Management Policy to frame, implement, and monitor the risk management plan for the Company.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

The brief detail about this policy may be accessed on the Company''s website at the weblink: https://wardwizard.in/ investor-relations/policies-and-strategy/policies/.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations read with all applicable law, the Company has formed Vigil Mechanism or Whistle Blower Policy. The company has implemented a whistleblower program to allow employees and directors to safely and confidentially report concerns about workplace issues that negatively affect their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

During the year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit Committee reviews the functioning of the Vigil Mechanism/Whistle Blower Policy once a year.

The brief detail about this mechanism may be accessed on the Company''s website at the web link: https://wardwizard.in/ investor-relations/policies-and-strategy/policies/ .

The company has instituted a whistleblower policy to enable employees to report unethical or improper conduct and to protect them from retaliation by management. This policy addresses issues of fraud and mismanagement and is detailed in the Corporate Governance Report and is also available on the company''s website.

The whistleblower policy seeks to foster a fair and transparent work environment by promoting professionalism, honesty, integrity, and ethical behavior. All company employees are protected under this policy, and the Audit Committee oversees its implementation.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

WIML has been proactively carrying out CSR activities for the last two years. As part of its initiatives under Corporate Social Responsibility (CSR) and in compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR policy and formed a CSR Committee has been entrusted with

the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Act , the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the FY 2023-24 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure V

The brief outline of the Corporate Social Responsibility (CSR) Policy as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on Corporate Social Responsibility can be accessed at https://wardwizard.in/investor-relations/policies-and-strategy/policies/.

POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015, the Company has laid down a comprehensive policy on Nomination and Remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors, Key Managerial Personnel and Senior Management on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting.

Policy which has been uploaded on the Company''s website. The web-link as required to be disclosed under the Act is as https://wardwizard.in/investor-relations/policies-and-strategy/ policies/ .

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non-Executive/Independent Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions with its philosophy of adhering to the highest ethical standards, transparency, and accountability.

In line with the provisions of the Act and the Listing Regulations, the Board has approved a policy on related party transactions including Materiality of Related Party Transaction. During the FY 2023-2024 under review, all contracts/arrangements/ transactions entered by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm''s length basis and has also been approved by the Audit Committee of the Company.

The SEBI Listing Regulations states that if any Related Party Transactions exceeds ''Rs 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Shareholder''s approval. In this regard, for the year ended March 31,2024, the Company has taken necessary Shareholder''s approval.

Further, during the FY 2023-2024, the policy on materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons approved by the Board, the Directors draw attention of the members on the financial statement which sets out related party disclosures in note no 34 to the financial statements for the year ended 31^st March, 2024.

All related-party transactions are presented to both the Audit Committee and the Board for review and its approval. A quarterly statement detailing all related-party transactions is submitted to the Audit Committee and Board for their review, approval, and documentation.

Related party transactions were disclosed to the Board on a regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note 34 of the Standalone Financial Statements. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the website of the Company and the web link for the same is https://wardwizard.in/investor-relations/ policies-and-strategy/policies/ .

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the FY 2023-2024 in prescribed Form AOC-2 is appended to this Report as Annexure -II.

CORPORATE GOVERNANCE REPORT:

The certificate from M/s. Ankur Somani & Associates,

Practicing Company Secretaries required as per the Regulation 34 read with Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is annexed to the Report on Corporate Governance.

INSURANCE INFORMATION

A. INFORMATION OF ASSETS INSURANCE

All properties and insurable interests of the Company have been fully insured.

B. DIRECTORS AND OFFICERS INSURANCE (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (''D&O'') for all its Directors, KMPs and members of the Senior Management.

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 of Managerial Personnel) Rules, 2014 are annexed to this Board''s Report as Annexure -III. The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

ACCEPTANCE OF PUBLIC DEPOSIT.

During the year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as at the end of FY 2023-2024 . The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.

Further as required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, the company has not availed any loans from its Directors and/or from their relatives.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

During the year under review, the Company has granted Loans, given Guarantees and made investments in compliance with the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of the same are provided in the Standalone Financial Statements.

UNSECURED LOAN FROM DIRECTORS:

The Company has not received any loan (secured/ unsecured) from the Directors of the company during the year under reviews.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of the FY 2023-2024.

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

The information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is appended to this Report as Annexure - IV.

AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONSSTATUTORY AUDITORS

In Compliance with the provisions of Section 139 of the Act read with Companies (Audit & Auditors) Rules, 2014, M/s. VCA & Associates, Chartered Accountants (Firm Registration No. -114414W), Vadodara, were appointed, as Statutory Auditors of the Company by the Members at their Extra-ordinary General

Meeting of the Company held on 18^th January, 2020 to hold office for a first term of 5 years w.e.f. 09^th October, 2019 till the conclusion of the AGM to be held in the FY 2024, pursuant to the Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018, effective from 07^th May, 2018 ratification by shareholders every year for the appointment of Statutory Auditors is no longer required.

The Notice of 42^nd Annual General Meeting includes the proposal seeking for shareholder'' approval for re- appointment of M/s. VCA & Associates, Chartered Accountants as the Statutory Auditors of the Company for a second term of five (5) years term and the same is included in the Explanatory Statement under Section 102 of the Act and the disclosure under Regulation 36(3) of the Listing Regulations, as attached to the notice thereon. You are requested to accord your consent to the same in the interest of the company.

M/s. VCA & 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 and also in terms of the listed regulation, statutory auditor have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. 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.

Remuneration in the form of fees (excluding GST and out of all the pocket expenses) for the Year ended 31^st march, 2024 to M/s. VCA & Associates has been outlined in the Corporate Governance Report.

The Auditor''s Report on the Standalone Financial Statements for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors based on the recommendations of the Audit Committee, appointed M/S. Pooja Gala & Associates Practicing Company Secretaries, Mumbai ( Membership no. 69393 and COP no. 25845) as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between M/S. Pooja Gala & Associates Practicing Company Secretaries and the Company, to undertake the secretarial audit of the Company for the FY 2023-2024.

Furthermore, M/s. Pooja Gala & Associates, Practicing Company Secretary, Mumbai (Membership no. 69393 and COP no. 25845) resigned from the post of Secretarial Auditor for the FY 2023-24 with immediate effect from 17^th May, 2024 due to difference of opinion with the management of the Company.

To fill the vacancy the Company appointed M/s. Ankur Somani & Associates, Practicing Company Secretaries, Vadodara (Membership no. 12373 and COP no. 19298) as the Secretarial Auditor of the Company for the FY 2023-24 in the Board Meeting dated 29^th May, 2024 on terms and conditions as mutually agreed upon between M/s. Ankur Somani & Associates, Practicing Company Secretaries and the Company, to conduct Secretarial Audit for FY 2023-2024.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report in Annexure-VII. It does not contain any qualification, reservation, adverse remark or disclaimer made by secretarial auditor except for an action taken by BSE for Two Days delay in submission giving disclosure of Related party transaction under Regulation 23(9) of Listing Regulations on Consolidated basis to the BSE.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

INTERNAL AUDITOR

M/s. VRCA & Associates, Chartered Accountants (Firm Registration No. 104727W), has been appointed as Internal Auditors for FY 2023-2024 under Section 138 of the Act read with Rule 13 of The Companies (Accounts) Rules, 2014.

The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee quarterly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures. Further, the Board in its Meeting held on 18^th April 2024 has appointed M/s O.P Rathi & Co, Chartered Accountants (FRN: 108718W) as internal auditor of company to carry out the Internal Audit for the Financial Year 2024-25

REPORTING OF FRAUDS

There has been no instances of fraud reported by the Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

STATUTORY DISCLOSURES

A copy of the 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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The company has adhered to Secretarial Standards SS-1 and SS-2, pertaining to board meetings and general meetings, respectively. Throughout the year, the company has complied with all the applicable mandatory secretarial standards.

COST RECORDS AND COST AUDIT REPORT

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has a robust and well embedded system of internal controls. Comprehensive policies, guidelines and procedures are laid down for all business processes. The Internal Control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial

controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board committees, including the audit committee. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit Committee each quarter. Further, the Audit Committee also monitors the status of management actions emanating from internal audit reviews. The Board is of the opinion that the Company''s internal financial controls were adequate and effective during the FY 2023-2024. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

The company''s internal financial controls are strong and well-suited to its size and operations. These controls are effective in ensuring the accuracy and reliability of its financial and operational information, compliance with company policies, protection of assets, and prevention of fraud and errors. The company has also established policies and procedures to ensure efficient business operations.

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its size, scale, nature, and complexity of business to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. These systems provide reasonable assurance in respect of providing financial and operational information, safeguarding the assets of the Company, adhering to the management policies besides ensuring compliance.

The Company has undertaken an audit for the FY 2023-2024 for all applicable compliances as per the Listing Regulations of the Securities Exchange Board of India, and Circulars/Guidelines issued thereunder.

INTERNAL AUDIT & CONTROL SYSTEMS

Your Company has a well-defined and documented Internal Control System commensurate with the size and nature of its operations which have been designed to give reasonable assurance of recording transactions and providing reliable information. Which is adequately monitored. Checks & balances and control systems have been established to ensure that assets are safe guarded, utilized with proper authorization and recorded in the books of account. The Company constantly reviews its processes and the systems to address the changing regulatory and business environments.

These are supplemented by the internal audit of your Company carried out by reputed firms of Chartered Accountants across India. Internal Auditors directly report to the Audit Committee. Your Company has an Audit Committee consisting of 4 (Four) Directors in which 1 (One) being Executive Director and 3 (Three) being Non-Executive Independent Directors. The Audit Committee of the Board is periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board reviews the adequacy and effectiveness of the internal control system and suggests improvements if any for strengthening them. Audit Committee also obtains the views of the Internal Auditor to ascertain the adequacy of the internal control system. Your Company has a robust Management Information System which is an integral part of the control mechanism.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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 year	the financial	NIL
2	Complaints disposed of financial year	during the	NIL
3	Complaints pending as on the end of the financial year		NIL

MATERIAL ORDER AND SIGNIFICANT ORDERS PASSED BY ANY REGULATORIES / THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return will be uploaded on Companies website and can be accessed at https://wardwizard.in/investor-relations/ corporate-announcements/annual-report/ .

LISTING AND DEMATERLISATION OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (scrip code: 538970) and for the purpose of dematerialisation of shares established connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository System is INE945P01024 through Purva Sharegistry (India) Private Limited, a Registrar and Share Transfer Agents. The Company has fulfilled its annual listing fee obligations to the BSE for the FY 2023-2024.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure.

The said statement is also open for inspection by the Shareholders through physical mode. The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this report and will be made available to any Shareholder(s) on request.

EQUAL OPPORTUNITY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company is committed to transparency and equal opportunities in employment. Our offices worldwide employ people from diverse backgrounds, and we prohibit harassment of any kind based on age, gender, race, or other protected characteristics.

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

The brief detail about this policy may be accessed on the Company''s website at the web link: https://wardwizard.in/ investor-relations/policies-and-strategy/policies/ .

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, your Board has framed a Policy on the Preservation of documents and Archival of documents. This is intended to provide guidelines for the retention of records and preservation of relevant documents for a duration after which the documents shall be archived.

This said policy is available at the Company''s website, at the following weblink:

https://wardwizard.in/investor-relations/policies-and-strategy/ policies/ .

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. The Company has appointed Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a certificate from the Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March 2024 adequacy of the internal control measures and matters reported to the Audit Committee, is provided in this Report.

DECLARATION SIGNED BY THE CEO/MANAGING DIRECTOR STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Annual Report includes a declaration by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Company''s Code of Conduct during the FY 2023-2024. This declaration is required by Schedule V of the Securities and Exchange Board of India''s Listing Obligations and Disclosure Requirements Regulations 2015.

The detail policy on the Code of Conduct is available on the website at https://wardwizard.in/investor-relations/policies-and-strategy/policies/ .

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applications filed or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016, OR provide details of the application/ proceeding, if so filed under IBC, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

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 31^st March, 2024, the Company has 186 employees on it payroll. For developing functional capabilities, team skills and interpersonal skills the Company organizes various training programs involving external faculties.

HUMAN RESOURCES

The Company''s Human Resource (HR) management ensures fair and transparent labour practices through proper policies & processes that are compliant with the changing regulatory requirements.

As a growing manufacturing / assembly organization into Electric Vehicles, the Company maintains a friendly & warm relationship with all the employees and has aligned itself with the business objectives by initiating and implementing various HR processes like:

Background Verification System:

The company has successfully implemented a robust Background Verification (BGV) process across the organization. This initiative is aligned with our commitment to maintaining the highest standards of integrity, security, and compliance

within our workforce. The BGV process plays a critical role in ensuring that the company hire and retain employees whose qualifications, experience, and personal backgrounds align with our company''s values and legal requirements.

Asset Management System (HRMS):

This year, we have successfully implemented a comprehensive Asset Management system across our organization, marking a significant advancement in our operational efficiency and resource management. This initiative reflects our commitment to optimizing the use of our assets, reducing operational costs, and ensuring the long-term sustainability of our resources.

PoSH Compliances:

Under the PoSH Compliances, the organization conducted a comprehensive POSH (Prevention of Sexual Harassment) training session for employees in conjunction with a scheduled Internal Committee (IC) meeting. The sessions were designed to reinforce our commitment to maintaining a safe and respectful workplace environment and to ensure compliance with the legal mandates under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

Training (Group Mediclaim & Personal Accident Insurance)

We have successfully conducted a comprehensive online training program focused on Group Mediclaim & Personal Accidental Insurance for our employees. The training was designed to provide employees with a thorough understanding of the available insurance policies, the benefits they offer, and the procedures for accessing these benefits. This initiative is part of our ongoing commitment to employee well-being and ensuring that our workforce is fully informed about the valuable insurance coverage provided by the company.

Apprenticeship Registration (The Apprentices Act, 1961)

Under the Apprentices Act 1961, the company has engaged Apprentices from various trades, which will help us develop a skilled workforce to meet the future needs of the company. This initiative underscores our commitment to fostering talent, supporting the professional growth of young individuals, and contributing to the broader industry by preparing the next generation of skilled professionals.

INDUSTRIAL AND EMPLOYEE RELATIONS

The company has strong and positive relationships with its employees at all levels. The dedication and hard work of our employees have helped us maintain our leadership position in the industry. We have implemented various initiatives to improve productivity throughout the organization.

Wardwizard''s focuses on propagating proactive and employee centric practices. The transformational work culture initiative that aims to create an engaged workforce with an innovative, productive and a competitive shop-floor ecosystem which continues to grow in strength.

SHARE TRANSFER SYSTEM

As per Regulation 40 of Listing Regulations, as amended, securities of listed companies can be transferred/transmitted/ transposed only in dematerialized form with effect from, 01st April, 2019. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

QUALITY

Wardwizard Innovations & Mobility Limited is committed to maintaining stringent quality control measures to ensure the safety and satisfaction of consumers who depend on daily road travel. Given the critical nature of automotive components, all parts must meet the highest quality standards, as any defects could pose significant safety risks and adversely impact a brand''s reputation, profitability, and contractual obligations. To achieve this, the company meticulously evaluate suppliers'' ability to comply with these standards. At the same time, technical inspectors oversee the entire manufacturing processâfrom design validation to mass productionâto ensure that only products that meet the highest automotive standards reach the market.

SAFE HARBOUR STATEMENT/ CAUTIONERY NOTE

Certain statements in this report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forwardlooking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, our ability to successfully implement our strategy and our growth and expansion plans, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, changes in the laws and regulations that apply to the industry in which the Company operates. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company. INVESTOR RELATIONS

During the Financial Year 2023-24, our company maintained a strong focus on investor relations, prioritizing transparency, communication, and engagement with our valued shareholders. Our goal is to build trust, foster long-term relationships, and provide accurate and timely information to support informed investment decisions.

Key Highlights:

(1) Regular Updates: We consistently provided timely and comprehensive updates to our investors, including detailed press releases, quarterly earnings calls, and annual reports. These communications were designed to keep our stakeholders well-informed about our financial performance, strategic initiatives, and significant industry developments, ensuring transparency and fostering trust.

(2) Shareholder Engagement: Our management team actively engaged with investors through a variety of channels to maintain open lines of communication and build strong relationships. These efforts included:

a. Conferences and Earnings Calls: Participating in conferences and hosting earnings calls to provide insights into our financial results, address investor inquiries, and discuss future outlooks.

b. One-on-One Meetings and Calls: Conducting personalized meetings and calls with investors to address their specific concerns, provide detailed explanations of our strategies, and discuss any questions in a more focused setting.

c. Investor Days and Site Visits: Organizing investor days and site visits to offer investors a closer look at our operations, meet our leadership team, and gain a better understanding of our business strategies and long-term vision.

d. Annual General Meetings and Shareholder Forums: Hosting annual general meetings and various shareholder forums to facilitate direct dialogue between management and shareholders, ensuring their voices are heard and their feedback is incorporated into our decision-making process.

OTHER DISCLOSURE

GREEN INITIATIVES

Electronic copy of the Annual report for the year 2024 and the Notice of the 42^nd Annual General Meeting are sent only to Shareholders whose email addresses are registered with the Company/ depository participant(s). To support the "Green Initiative", Shareholders who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

As authorized, notices/documents/annual reports/etc. are delivered to shareholders electronically exclusively, unless the shareholders request a physical copy of the aforementioned document.

We are committed to sustainability and are using solar panels to generate renewable energy. By reducing our greenhouse gas emissions and conserving resources, we are leading the way in electric vehicle manufacturing and inspiring others to follow our example.

Transportation is a significant contributor to climate change, but the adoption of electric vehicles (EVs) offers a promising solution. Some of the popular choices in this area are electric two-wheelers, E-Rickshaws, as well as electric cars.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company has opened a Demat account as "Wardwizard Innovations & Mobility Limited Suspense Escrow Demat Account" with the Jhaveri Securities Limited. When any Shareholder claim, the Company will transfer the same to the Shareholders demat account by following the procedure as prescribed under the regulations. All the relevant forms for the shareholders are available on the Company''s website.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares account as on March 31, 2024:

Particulars	No. of Shareholders	No. of Equity shares
Aggregate Number of Shareholders and the outstanding shares as on April 1, 2023	Nil	Nil
Less: Number of Shareholders who approached the Company	Nil	Nil
Aggregate number of Shareholders and the outstanding shares as on March 31, 2024	Nil	Nil

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere gratitude to the Government of India, Government of Gujarat, Maharashtra and other states, Registrar of Companies - Maharashtra, Distributors, lenders including bankers whose assistance and most importantly consumers for support, your Company has been privileged to receive.

Your Directors thank the stakeholders for the confidence reposed in the Company and for their continued support and co-operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Note: Except as otherwise stated, all the numbers in the Director''s Report are on standalone basis

Reason for difference in the Subscribed, Paid-up Capital and Issued Capital- On 18th January, 2022, the Company had issued total 59,62,373 partly paid equity shares on right issue basis to the existing shareholders. Of which, the company had allotted 56,70,303 equity shares, upon non- payment of capital of the call money, the company forfeited 13,58,403 equity shares. As a result, the present subscribed and Paid-up capital of the company is ''26,06,93,900 and Issued capital is 26,23,44,373.

FORFEITURE OF SHARES

The Board of the Company at its meeting held on Friday, March 31, 2023, approved the forfeiture of 13,58,403 partly paid up equity Shares of face value of '' 1/- each on which First and Final Call money remains unpaid from the concerned shareholders the

Mr. Yatin Sanjay Gupte (DIN: 07261 150) was Appointed as Managing Director of the Company vide special resolution through Postal Ballot dated 20^th May 2024, for a further period of three (03) years from the completion of his present term of office (i.e on 31st August 2024) and commencing from 01st September, 2024 till 31st August, 2027 [both days inclusive];

Mar 31, 2023

Director''s Report

Dear Members,

Your Directors are delightfully presenting the 41^st Report of the Board of Directors ("Board") of Wardwizard Innovations &
Mobility Limited ("Company" or "Wardwizard" or "WIML"), on the business and operations of the Company, together with
the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended 31^st March, 2023.

SUMMARY OF FINANCIAL PERFORMANCE

On a standalone basis, the revenue from operations for FY 2023 was '' 23,892.60 Lakhs, higher by 29.46 percent over the previous
year''s revenue of '' 18,456.10 Lakhs in FY 2022. The Profit after Tax (PAT) attributable to shareholders for FY 2023 (FY 2022-20
23) and FY 2022(FY 2021-2022) was '' 944.21 Lakhs and '' 847.72 Lakhs, respectively.

On a consolidated basis, the revenue from operations for FY 2023 was '' 23,892.60 Lakhs. The Profit after Tax (PAT) attributable
to shareholders for FY 2023 (FY 2022- 2023) '' 885.15 Lakhs.

FINANCIAL HIGHLIGHTS

Your Company''s financial highlights for the year ended 31^st March, 2023 and 31^st March, 2022 are as follows:

Particulars	Standalone
Particulars	2022-23	2021-22
Total Income	23928.87	18514.07
EBITDA	1956.77	1447.48
Finance Cost	76.68	-
Depreciation, Amortization, Impairment	494.94	233.30
Profit Before Tax	1385.15	1214.18
Current Tax	455.90	400.00
Deferred Tax charge	(14.96)	(33.54)
Net Profit After Taxation	944.21	847.72
Final Dividend Paid	56.66	36.36
Paid up Equity Share Capital	2606.94	2592.17
Basic Earnings per Equity Share (in '')	0.36	0.35
Reserves	6272.94	3632.08

Particulars	Consolidated
Particulars	2022-23	2021-22
Total Income	23928.23	-
EBITDA	1897.71	-
Finance Cost	76.68	-
Depreciation, Amortization, Impairment	494.94	-
Profit Before Tax	1326.09	-
Current Tax	455.90	-
Deferred Tax charge	(14.96)	-
Net Profit After Taxation	885.15	-
Final Dividend Paid	56.66	-
Paid-up Equity Share Capital	2606.94	-
Basic Earnings per Equity Share (in '')	0.34	-
Reserves	6211.44	-

KEY FINANCIAL RATIOS: (standalone basis)

Particulars	2022-2023	2021-2022
Debtors Turnover Ratio	16.82 Days	42.19 Days
Inventory Turnover Ratio	2.74	4.02
Current Ratio	1.16 : 1	1.12:1
Operating Profit Ratio	18.00%	6.58%
Net Profit Margin	4.00%	4.59%
Return on Net worth	10.66%	19.51%
Debt/Equity Ratio	0.14 : 1	0.00:1

BUSINESS AND OPERATIONAL HIGHLIGHTS

Wardwizard Innovations & Mobility Limited, has emerged as a frontrunner in the electric vehicle industry, offering a wide range
of cutting-edge, sustainable vehicles that appeal to a diverse customer base. With a focus on technological advancements,
sustainability, and global expansion, the company continues to drive the transition towards a cleaner and greener future. As the
demand for electric vehicles continues to surge, the company is poised to play a pivotal role in shaping the future of transportation
and making sustainable mobility accessible to all.

Located in Vadodara, currently, the Company has a production capacity of 400,000 units of Electric Scooters and bikes per year
on a three-shift plan. This capacity can meet the expected demand and the Company''s growth plans in the coming years. In
FY 2022-2023 the Company commissioned the automated assembly line during the year. For strengthening the EV value chain and
to ensure a seamless supply of EV parts the Company is setting up the EV clusters under the name Wardwizard EV Cluster in about
4 million sq feet area in Vadodara in proximity to the current facility.

The Company manufactures 12 scooters and bikes variants under the brand name Joy e-bike. The Company has 550 dealership
touchpoints and we are present in 50 cities in PAN India. With Joy e-bike we believe in empowering the small businesses and with
innovation being an integral part, our idea is to bring something new to the market, which can also help fight climate change.
A part of Wardwizard Innovations & Mobility Limited, with more than 10 trendy models, designed to meet the diverse needs of
consumers and businesses. These vehicles boast impressive performance, long-range capabilities, and innovative features, making
them a compelling choice for eco-conscious individuals and organizations. Joy e-bike presents you with a ride that won''t cost our
planet, so you can contribute towards the well-being of our planet in style.

Sr. No	Segment	Segment Revenue	Segment Results (PBT)
1.	Segment 1-Joy e-bike	23878.06	1458.73
2.	Segment 2- Vyom	14.54	0.89
3.	Segment 3- Sale of services	0	0
4.	Unallocated Segment	36.27	2.22
		23928.87	1461.84
	Less: Interest	0	(76.68)
	Total	23928.87	1385.15

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant
provisions of the Companies Act, 2013, the Consolidated Audited Financial Statements forms part of the Annual Report. As per
the provisions of Section 136 of the Companies Act, 2013 and Regulation 46 (2) of SEBI LODR, the Company has placed separate
audited accounts of its Subsidiary on the Company''s website https://wardwizard.in/investor-relations/policies-and-strategy/incl-
subsidiarv-companv-detai

CHANGE IN THE NATURE OF BUSINESS

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.

DIVIDEND

Your Directors are happy to propose based on the Company''s existing profitability, a final dividend of '' 0.10/- (Ten Paisa only) per
equity share which is 10% dividend on the face value of '' 1/- each fully paid-up capital of the Company as on the record date i.e
Tuesday, 19^th September, 2023 subject to the approval of Shareholders at the forthcoming Annual General Meeting. Companies
are required to pay/distribute dividends after deducting applicable taxes.

PARTICULARS	Dividend Per Share	Dividend Per Share
	FY 2022-23	FY 2021-22
Interim dividend	--	--
Final dividend (At 10% of Face Value per share)	'' 0.10/-	?? 0.075/-
Total dividend	'' 0.10/-	'' 0.075/-

The aforesaid final dividend was recommended by the Board of Directors at its meeting held on 08^th May, 2023 and its payment is
subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company to be held on Tuesday,
26^th September, 2023. The book closure dates for the purposes of the AGM and final dividend will be Tuesday, 19^th September,
2023 to Tuesday, 26^th September, 2023 and will be paid within a period of 30 days from the date of declaration to those Members
who have not waived their right to receive the dividend for the FY 2022-23

DIVIDEND DISTRIBUTION POLICY

? Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("Listing Regulations"), the Board has formulated a Dividend Distribution Policy. The
Dividend Distribution policy is available on the Company''s website at https://wardwizard.in/show-file/?title=Dividend%20
distribution%20policv&file=TVRJek5nPT0=

? Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.

? A shareholder has the option to waive or renounce their right to receive the dividend on some or all of the equity shares they
own in the company as of the Record Date which is the date used to identify the members who are eligible for the dividend.

TRANSFER TO GENERAL RESERVES

During the Year under review, the Board is not considering any transfer of amount to General Reserves Mandatory transfer to
general reserve is not required under the Companies Act, 2013.

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

Pursuant to the provisions of Section 124 and 125 of the Act and other relevant provisions of the Act, the dividend which
remains unpaid/unclaimed from the date of transfer to the unpaid/ unclaimed dividend account of the Company is required to be
transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India. The unclaimed dividend for
the financial year 2020-21 and all subsequent years must be claimed as early as possible failing which, it would be transferred to
IEPF as per the (tentative) dates mentioned herein below:

Financial Year	Date of Declaration of Dividend	The due date for transfer to IEPF
2020-21	20^th August, 2021	23^rd September, 2028
2021-22	30^th August, 2022	30^th September, 2029

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
SHARE CAPITAL: RIGHTS ISSUE OF EQUITY SHARES

During the year under review, the Company had issued and allotted 56,70,303 partly paid up equity shares of '' 1/- each of the
Company on Rights issue basis, to its existing equity shareholders as on the record date i.e., 22^nd January, 2022 at Issue price of
'' 82/- per equity share including share premium of '' 81/- per share. An amount equivalent to 50% of the issue price viz. '' 41/-
per rights equity share which constitutes 50% of the Issue Price (i.e., Face Value of '' 0.50/- and Share Premium of '' 40.50/-) was
received on application.

In accordance with the terms of issue, the Board of Directors at its meetings held subsequently made the following two calls on
the aforesaid equity shares:

Sr. No.	Date of Allotment	Shares Allotment Summary
1 2	15^th March, 2022 12^th December, 2022	56,70,303 Partly paid up shares Allotted 24,91,631 Shares converted into Fully Paid (Out of 56,70,303 Originally Allotted on 15^th	March, 2022)
3	31^st March,2023	18,20,269 Shares converted into Fully Paid (Out of 31,78,672 Originally Allotted on 15^th	March, 2022)
4	31^st March,2023	13,58,403 Shares Forfeited by Board which was originally allotted on 15^th March, 2022

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on "BSE Limited" Stock
Exchange (Scrip Code: 538970)

The Company has paid the Annual Listing Fees for FY 2022Â¬
2023 to the said Stock Exchange as required.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

Your Company has a wholly owned subsidiary in Singapore i.e.,
Wardwizard Global PTE. LTD. as at 31^st March, 2023.

The Company has not attached the Balance Sheet, statement
of profit & loss and other related documents of its subsidiary.
As per the provisions of Section 129(3) read with Section 136 of
the Companies Act, 2013, a statement containing brief financial
details of the subsidiary for the Financial Year ended 31^stMarch, 2023 in Form AOC - 1 is included in the annual report
and shall form part of this report as "Annexure- A". Further,
pursuant to provisions of Section 136 of the Act, the financial
statements, including Consolidated Financial Statements of the
Company along with relevant documents and separate audited
accounts in respect of subsidiary is available on the website
of the Company and the detailed policy for determining
material subsidiaries as approved by the Board is uploaded
on the Company''s website and can be accessed at the Web-
link: https://wardwizard.in/show-file/?title=Policv%20for%20
determining%20Material%20Subsidiaries&file=TXpVMg==

As on 31^st March, 2023 there are no associate or joint venture
companies

MANAGEMENT- DIRECTORS AND KEY MANAGERIAL
PERSONNELDIRECTORS:

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

* The Board of Directors of the Company at its meeting
held on 19^th May, 2022 approved the appointment of Mrs.
Sheetal Mandar Bhalerao effective from 20^th May, 2022. The
appointment of Mrs. Sheetal Mandar Bhalerao has already
been regularized and approved By the members of the
Company at Extra Ordinary General Meeting ("EOGM") held on
18^th August 2022 as per the requirements of the Act and Listing
Regulations and all other applicable laws.

*Mr Avishek Kumar (DIN: 09314508) was appointed as
Additional Non-Executive Independent director with effective
from Board Meeting dated 06^th December, 2022. The
appointment of Mr. Avishek Kumar has already been regularized
and approved for the period of Five (5) years by the members
of the Company at Extra Ordinary General Meeting ("EOGM")
held on 03^rd March, 2023 as per the requirements of the Act
and Listing Regulations and all other applicable laws.

*Mr Preyansh Bharatkumar Shah (DIN: 07885677) appointed
as Additional Non-Executive Independent Director and Mrs.
Rohini Abhishek Chauhan (DIN: 10147439) appointed as
Additional Non-Executive Independent Woman Director at
the Board meeting dated 08^th May, 2023. The appointment
of Mr. Preyansh Bharatkumar Shah and Mrs. Rohini Abhishek
Chauhan have already been regularized by the members of the
Company by way of Postal Ballot held on 28^th July, 2023 for the
period of Five (5 )Years as per the requirements of the Act and
Listing Regulations and all other applicable laws.

* The Board of Directors of the Company at its meeting held on
28^th July, 2023 approved the appointment of Dr. .John Joseph
(DIN: 08641139 ) Additional Non-Executive Independent
Director. The regularization of Dr. John Joseph to be considered
in ensuing Annual General Meeting of the Company on Tuesday,
26^th September 2023, Subject to Approval of Members of the
company.

* The Board of Directors of the Company at its meeting held on
28^th August, 2023 approved the appointment of Lt General Jai
Singh Nain (Retd) (DIN: 10289738) Additional Non- Executive
Independent Director. The regularization of Lt General Jai
Singh Nain (Retd) to be considered in ensuing Annual General
Meeting of the Company on 26^th September 2023, Subject to
Approval of Members of the company.

**Mrs. Sneha Harshvardhan Shouche (DIN: 08857960),
Executive Director of the Company, vide her letter dated 13^thMay, 2022 expressed her inability to continue as Director of
the Company due to increase in her work as a Chief Financial
officer, tendered her resignation as an Executive Director of the
Company, effective from the closure of Company''s business
hours dated 19^th May, 2022.

RETIRE BY ROTATION

At the 41^st Annual General Meeting (AGM), the following
appointment/re-appointment is being proposed:

Mr. Sanjay Mahadev Gupte, Executive Director (DIN: 08286993),

shall retire by rotation and being eligible, offers himself, for reÂ¬
appointment.

Details of the proposal for the re-appointment of Mr. Sanjay
Mahadev Gupte, Executive Director (DIN: 08286993), along
with his brief resume is mentioned in the Explanatory Statement
under Section 102 of the Act and disclosure under Regulation
36(3) of the Listing Regulations as annexed to the Notice of
the 41^st AGM. The Board recommends the re-appointment /
appointment of the above Director.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, 12 (Twelve) Board Meetings and 09 (Nine) Audit
Committee Meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed
under the Act. The details of these Meetings, including of other
committee meetings, with regard to their dates and attendance
of each of the Directors thereat, have been set out in the Report
on Corporate Governance.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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, 2023, 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 on March 31^st, 2023, 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, 2023 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.

The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence prescribed under the Act and
the Listing Regulations.

A separate meeting of the Independent Directors of the
Company was held on 06^th February, 2023, inter-alia, to discuss
evaluation of the performance of Non-Independent Directors,
the Board as a whole, evaluation of the performance of the
Chairman, taking into account the views of the Executive and
Non-Executive Directors and the 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.

BOARD DIVERSITY

The Company recognizes and sets out the approach to have
diversity on the Board of the Company in terms of thought,
knowledge, skills, regional and industry experience, cultural and
geographical background, perspective, gender, age, ethnicity
and race in the Board, based on the laws/regulations applicable
to the Company and as appropriate to the requirements of the
businesses of the Company.

BOARD COMMITTEES

The Company has various committees pursuant to the
requirements of the Act read with the rules framed thereunder
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015. The details
relating to the same are given in the report on Corporate
Governance forming part of this Report and the following
Committees during the FY 2022-23.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Rights Issue Committee

6. Fund Raising Committee

7. Risk Management Committee

AUDIT COMMITTEE

The Company has an Audit Committee pursuant to the
requirements of the Act read with the rules framed thereunder
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015. The details
relating to the same are given in the report on Corporate
Governance forming part of this Report. During the year under
review, the Board has accepted all recommendations of the
Audit Committee and accordingly, no disclosure is required to
be made in respect of non-acceptance of any recommendation
of the Audit Committee by the Board.

Note: A detailed note on the attendance, composition of
the Board and Committees along with other disclosures
are provided in the Corporate Governance Report Section
of this Annual Report.

Meetings of the Board and Committees held during the year
are in compliance with the Act & SEBI LODR read with circulars
and notifications issued by the Ministry of Corporate Affairs
and SEBI in this regard

DIRECTORS AND OFFICERS INSURANCE (''D&O'')

BOARD PROCESSES, PROCEDURES AND PRACTICES

â¢ Company believes that a great Board should consist of
vibrant and diversified members who clearly knows their
role and fulfills the responsibility entrusted in them. The
Board follows a structured process and practices to lead
the Company in an effective and efficient manner to
achieve its Vision.

â¢ Board process and practices broadly comprise sharing
the agenda, convening the meetings, decision making
at the meetings, finalizing the minutes, and supervising
of the Board committees. The Company follows the best
practices in convening and conducting meetings of the
Board and its committees

â¢ A minimum of 4 (four) Board meetings is held each year
with the time gap between any two successive meetings
not exceeding 120 (One Hundred Twenty) days. The Notice
and detailed agenda along with the relevant notes and
other material information are sent in advance separately
to each Director and in exceptional cases tabled at the
meeting with the approval of the Board. This ensures
timely and informed decisions by the Board

â¢ During the meeting constructive discussions are facilitated
leading to effective decision making. The Chairman
ensures that adequate time is available for discussion of
all agenda items in particular strategic issues.

â¢ The Company provides the information as set out in
Regulation 17 read with Part - A of Schedule II of the Listing
Regulations, to the Board and the Board Committees to
the extent it is applicable and relevant. Such information is
submitted either as a part of the agenda papers in advance
of the respective meetings by way of presentation and
discussions during the Meetings.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations,
the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the
evaluation of the working of its Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility
Committee, Risk Management Committee and Stakeholders
Relationship Committee, Rights Issue Committee, Fund Raising
Committee. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance
Report.

FAMILIARIZATION PROGRAMMES

The Company''s Board Members have been given the chance to
become acquainted with the Company, its Management, and
its operations. As part of the Familiarization Programme, your
Company conducts various programs, sessions and seminars
for the Directors, from time to time, to update them with
various aspects covering the industry including the business
process, procedures, laws, rules and regulations as applicable
for the business of the Company, making presentations on the
business areas of the Company including business strategy,
risk opportunities, quarterly performance of the Company, etc
The documents are given to the Directors so they can better
understand the Company, its numerous operations, and the
sector in which it competes.

A formal letter of appointment is issued to the Directors
at the time of their appointment, capturing their roles,
functions, duties, responsibilities and expectations of the
Board. Familiarization Program for Independent Directors is to
enable them to familiarize themselves with the Company, its
Management and Operations

The Directors of your Company are given the full opportunity to
interact with Senior Management Personnel and provided with
the access to all the documents/ information sought by them
to have a good understanding of the Company, its business
and various operations and the industry of which it is a part
Senior management staff of the Company inform the Board
Members on a regular basis on the Company''s operations,
plans, strategy, risks involved, new initiatives, and so on, and ask
their comments and suggestions on the same. Furthermore, the
Directors are briefed on their respective roles and obligations as
they emerge.

The detailed policy on the familiarization programme is
available on the website at https://wardwizard.in/show-
file/?title = Familiarisation%20programme%20for%20
Independent%20Directors&file=TVRnME5nPT0=

CODE OF CONDUCT

The Company has laid down a policy 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://wardwizard.in/show-file/?title=Code%20
of%20Conduct&file=TVRJek53PT0=

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director affirming
compliance with the Company''s Code of Conduct by the
Directors and Senior Management Personnel, for the financial

year 2022-23, as required under Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 forms a part of this Annual
Report.

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

The details of Loans, Investments, Guarantees, and Securities
made during the financial year ended 31^st March, 2023 as per
the provisions of Section 186 of the Act and Schedule V of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, are given in
the Notes to the Financial Statements forming part of Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Committee constituted by the Board of Directors at
their meeting held on 19^th May 2022 in terms of the provisions
of Section 135(1) of the Act reviews and restates the Company''s
CSR policy in order to make it more comprehensive and aligned
in line with the activities specified in Schedule VII of the Act

The Annual report on CSR activities as prescribed under
Companies (Corporate Social Responsibility Policy) Rules 2014
is enclosed as Annexure -E to the Boards Report.

Focus: The Wardwizard Group under CSR Projects focuses
on issues relating to Environment, Safety, Innovation, Natural
Calamity and pandemic support, Community engagement and
development, Education &Academia Connect, Joy of Giving
etc.

Objective: Contributing to a better Society and Long-term
sustainable development, environment and other Vital Areas

falling under the ambit of CSR.

Implementation: CSR Programs, projects or activities of the
Company should be implemented through following method:

1. Directly by the Company or

2. Through implementing Agencies specified sub rule (1)
of rule 4 of Companies (Corporate Social Responsibility
Policy) Rules,2014

3. In Collaboration with other Companies for undertaking
projects or programmes or CSR activities in such a manner
that CSR committee can report separately on such projects
or programmes.

The policy on Corporate Social Responsibility can be
accessed at https://wardwizard.in/show-file/?title=CSR%20
Policy&file=TVRRMk1nPT0= .

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

In accordance with the provisions of Section 124 and 125 of the
Act and Investor Education and Protection fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends
of a company that remain unpaid or unclaimed for a period of
seven consecutive years from the date of transfer to the Unpaid
Dividend Account shall be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"). In terms of the
foregoing provisions of the Act, the Company declared final
dividends which were approved by members of the Company
for FY 2020-21 and FY 2021-22 at their respective Annual
General Meetings.

Brief Summary of Dividend declared and due date for transfer
to IEPF are as mentioned in the table below:-

Financial

Year

Type

Dividend per share
(In. Rs.)

Dividend

Declared

Date of
Declaration

Date of
opening
of unpaid/
unclaimed
dividend
account

Due date
for Transfer
to IEPF

Last

date for
transfer of
Unclaimed
dividend to
IEPF

2020-21

Final

Dividend

'' 0.05/- (Five paisa
only) per equity
share of '' 1/- (One
rupee) each fully
paid-up

20-Aug-2021

24-Sep-2021

23-Sep-2028

22-Oct-2028

2021-22

Final

Dividend

'' 0.075/- (Seventy
Five paise only) per
equity share of '' 1/-
(One rupee) each fully
paid-up

7.5%

30-Aug-2022

01-Oct-2022

30-Sep-2029

29-Oct-2029

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All Related party transaction(s) that were entered into during
the FY 2022-2023 were on an arms'' length basis and were
in the ordinary course of business with its philosophy of
adhering to the highest ethical standards, transparency, and
accountability. In line with the provisions of the Act and the
Listing Regulations, the Board has approved a policy on related
party transactions. During the FY 2022-2023 under review, that
all contracts/arrangements/transactions entered into by your
Company with related parties under Section 188(1) of the Act

were in the ordinary course of business and on an arm''s length
basis and has been approved by the Audit Committee of the
Company.

Further, during the FY 2022-2023, the policy on materially
significant related party transactions entered into by your
Company with the Promoters, Directors, Key Managerial
Personnel or other designated persons approved by the Board,
the Directors draw attention of the members on the financial
statement which sets out related party disclosures in notes to
the financial statements for the year ended 31^st March, 2023.

All Related Party Transactions are placed before the Audit
Committee as also the Board for review and approval. A
statement giving details of all related party transactions were
placed before the Audit Committee and the Board of Directors
for their review, approval and noting on quarterly basis.

Related party transactions were disclosed to the Board on
a regular basis as per Ind AS-24. Details of related party
transactions as per Ind AS-24 may be referred to in Note 33
of the Standalone Financial Statements. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the
reports on related party transactions with the Stock Exchanges.

The policy on Related Party Transactions as approved and
revised by the Board from time to time in line with the amended
provisions of Act and Listing Regulations has been uploaded
on the Company''s website: 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://wardwizard.
in/show-file/?title=Related%20Party%20Transaction%20
Policy&file=TXpVeg==.

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^st March,
2023 in prescribed Form AOC-2 is appended to this Report as
Annexure -B

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 of Managerial Personnel)
Rules, 2014 are annexed to this Board''s Report as Annexure
-C. The Company has not appointed any employee(s) in receipt
of remuneration exceeding the limits specified under Rule 5 (2)
of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.

REMUNERATION POLICY

The Board has, on the recommendation of Nomination and
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.

Policy has been uploaded in the Company''s Website
at the following web link: https://wardwizard.in/show-
file/?title=Remuneration%20Policy&file=TWpRMk9BPT0=

ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act,
Annual Return is uploaded on Companies website and can be
accessed at https://wardwizard.in/investor-relations/corporate-
announcements/annual-report/ .

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

Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant
to Section 134(3) (m) of the Act read with The Companies
(Accounts) Rules, 2014 is appended to this Report as Annexure
- D

POLICY ON PRESERVATION OF DOCUMENTS AND
ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, your Board has
framed a Policy on the Preservation of documents and Archival
of documents. This is intended to provide guidelines for the
retention of records and preservation of relevant documents for
a duration after which the documents shall be archived. This said
policy is available at the Company''s website, at the following
weblink: https://wardwizard.in/show-file/?title=Policy%20

on%20Preservation%20of%20Documents&file=TXpVMA==

ACCEPTANCE OF PUBLIC DEPOSIT

During the year under review, your Company has neither
accepted nor renewed any deposits from the public or its
employees within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014. The details of
loans and advances, which are required to be disclosed in the
annual accounts of the Company, are provided as part of the
financial statements.

COST RECORDS AND COST AUDIT REPORT

Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act
are not applicable for the business activities carried out by the
Company.

AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S
EXPLANATIONS

Statutory Auditors

M/s. VCA & Associates, Chartered Accountants (Firm
Registration No. - 114414W), Vadodara were appointed at the
Extra-ordinary General Meeting of the Company held on 18^thJanuary, 2020, as Statutory Auditors for a first term of 5 years
w.e.f. 09^th October, 2019 till the conclusion of the AGM to be
held in the FY 2024 (Subject to ratification of their appointment
at every Annual General Meeting). 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 41^st AGM does not include
the proposal for seeking shareholders'' approval for ratification
of Statutory Auditors appointment.

M/s. VCA & 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.

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 selfÂ¬
explanatory and therefore, do not require further explanation.

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 Auditor

During the year under review, that the pursuant to the
provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of Listing Regulations,
Mrs. Aparna Tripathi, Practising Company Secretary having
membership no. 67594, had been appointed as Secretarial
Auditor, to undertake Secretarial Audit of the Company in the
first Board meeting held on 09^th May, 2022 for the FY 2022-23.

Further, the Board in their meeting held on 01^st August, 2022
accepted the resignation of Mrs. Aparna Tripathi, Secretarial
Auditor of the company and appointed Mrs. Pooja Amit Gala,
Practicing Company Secretary having ACS No. 69393 as the
Secretarial Auditor of the company for the FY 2022-2023. The
Secretarial Audit Report (Form No. MR-3) is annexed in this
annual report, as Annexure-F. The Secretarial Audit Report
does not contain any qualification, reservation, disclaimer or
adverse remarks.

INTERNAL AUDITOR

M/s. VRCA & Associates, Chartered Accountants (Firm
Registration No. 104727W), has been appointed as Internal
Auditors under Section 138 of the Act read with the Rule 13 of
The Companies (Accounts) Rules, 2014.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors
under Section 143(12) of the Act and rules framed thereunder
either to the Company or to the Central Government.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2022-2023
for all applicable compliances as per the Listing Regulations of
the Securities Exchange Board of India, and Circulars/Guidelines
issued thereunder. The Annual Secretarial Compliance Report
needs to be submitted to the stock exchange, where the
Company shares are listed, within 60 days of the end of the FY.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Vigil Mechanism as envisaged in the Act, the Rules
prescribed thereunder and Listing Regulations 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 behavior, 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. During the year under
review, the Company has not received any complaints under
the said mechanism.

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

The brief detail about this mechanism may be accessed on the
Company''s website at the web link: https://wardwizard.in/show-
file/?title=Whistle%20Blower%20Policv&file=TXpRNQ==

RISK MANAGEMENT (RISK ASSESSMENT &
MINIMISATION PROCEDURES)

The Board of Directors has constituted a Risk Management
Committee. Your Company has implemented a mechanism for
risk management and formulated a Risk Management Policy.
The policy provides for identification of risks and formulating
mitigation plans. The Risk Management Committee, Audit
Committee and the Board of Directors review the risk
assessment and minimization procedures on regular basis.

The brief detail about this policy may be accessed on the
Company''s website at the weblink: https://wardwizard.in/show-
file/?title=Risk%20Management%20Policy&file=TXpVeQ==.

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 31^st March, 2023, the
Company has 178 permanent employees and 369 contractual
employees. For developing functional capabilities, team skills
and interpersonal skills the Company organizes various training
programs involving external faculties.

INDUSTRIAL RELATIONS

The Company maintains healthy, amiable, and balanced
industrial relations at all levels. The enthusiasm and diligent
efforts of employees have enabled the Company to remain at
the leadership position in the industry. It has taken various steps
to improve productivity across the organization.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board
of Directors'' and ''General Meetings'' respectively. During the
year, the Company has complied with all Applicable Mandatory
Secretarial Standards.

EQUAL OPORTUNITY AND DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company believes in transparency and providing equal
opportunities in the employment. Your Company''s offices across
the globe have multi-cultural and multi-national employees.
Your Company prevents harassment of any kind based on age,
gender, race or any other basis protected by law.

The Company has in place a policy on Prevention of sexual
harassment in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

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

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management Personnel are in accordance
with the Nomination and Remuneration policy.

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 2022-2023 is attached to the Balance Sheet.

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. The Company has appointed Ms. Jaya Ashok
Bhardwaj, Company Secretary as Compliance Officer who is
responsible for setting forth procedures and implementing of
the code for trading in Company''s securities. During the year
under review, there has been due compliance with the said
code.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Listing Regulations as amended
from time to time, the Management''s Discussion and Analysis
as forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The ''Business Responsibility & Sustainability Report'' (BRSR) of
your Company for the year ended 31st March, 2023 forms part
of this Annual Report as required under Regulation 34(2)(f) of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015.

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.

As per requirement of Listing Regulations a separate section
on Corporate Governance practices followed by the Company
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 Listing
Regulations as forms part of this Annual Report, "Report on
Corporate Governance".

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE

No significant material orders passed by the Regulators or
Courts or Tribunals which would impact the going concern
status of the Company and its future operations.

During the year under review, no application was made or
any proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments, if any,
affecting the financial position of the Company which have
occurred from the end of the Financial Year till the date of the
Report.

COMMITTEE RECOMMENDATIONS:

During the year, recommendations of all the Committee
constituted by the Board in accordance with the Act were
accepted by the Board.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has a robust and well embedded system of
internal controls. Comprehensive policies, guidelines and
procedures are laid down for all business processes. The internal
Control system has been designed to ensure that financial
and other records are reliable for preparing financial and other
statements and for maintaining accountability of assets. Based
on the framework of internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors
and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors,
and the reviews performed by management and the relevant
Board committees, including the audit committee. The internal
audit plan is dynamic and aligned to the business objectives of
the Company and is reviewed by the Audit Committee each
quarter. Further, the Audit Committee also monitors the status
of management actions emanating from internal audit reviews.
The Board is of the opinion that the Company''s internal financial
controls were adequate and effective during the FY 2022-2023.
During the year, such controls were assessed and no reportable
material weaknesses in the design or operation were observed.

INTERNAL AUDIT & CONTROL SYSTEMS

Your Company has a well-defined and documented internal
control system commensurate with the size and nature of
its operations which have been designed to give reasonable
assurance of recording transactions and providing reliable
information. Which is adequately monitored. Checks &
balances and control systems have been established to ensure
that assets are safe guarded, utilized with proper authorization
and recorded in the books of account. The Company constantly
reviews its processes and the systems to address the changing
regulatory and business environments.

These are supplemented by internal audit of your Company
carried out by reputed firms of Chartered Accountants across

India. Internal Auditor directly report to the Audit Committee.
Your Company has an Audit Committee consisting of 4
(Four) Directors in which 1 (One) being Executive Director
and 3 (Three) being Non-Executive Independent Directors.
The Audit Committee of the Board is periodically apprised
of the internal audit findings and corrective actions taken.
The Audit Committee of the Board reviews the adequacy
and effectiveness of the internal control system and suggests
improvements if any for strengthening them. Audit Committee
also obtains the views of the Internal Auditor to ascertain the
adequacy of the internal control system. Your Company has a
robust Management Information System which is an integral
part of the control mechanism

INSURANCE

All properties and insurable interests of the Company have
been fully insured.

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.

SHARE TRANSFER SYSTEM

As per Regulation 40 of Listing Regulations, as amended,
securities of listed companies can be transferred/transmitted /
transposed only in dematerialized form with effect from, 01^stApril, 2019. In view of this and to eliminate all risks associated
with physical shares and for ease of portfolio management,
Members holding shares in physical form are requested to
consider converting their holdings to dematerialized form.

QUALITY

The Company has established stringent quality control measures
as Follows: -

Wardwizard Innovations & Mobility Limited has an enormous
responsibility to guarantee vehicle safety and satisfaction for the
billions of consumers who travel by road every day. Automotive
parts are expected to have zero defects, without exception.
Substandard products can endanger lives and damage a brand''s
reputation, profit margins, and ability to meet contractual
obligations. Manufacturers verify a supplier''s ability to meet the
highest automotive standards. Technical inspectors monitor the
whole manufacturing process from design validation to mass
production, ensuring only those goods which conform to the
rigorous standards

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the
Company''s objectives, projections, estimates, expectations
or predictions may be forward-looking statements within the
meaning of applicable securities laws and regulations. Actual
results could differ from those expressed or implied. Important
factors that could make a difference to the Company''s
operations include man and material availability, and prices,
cyclical demand and pricing in the Company''s principal markets,
changes in government regulations, tax regimes, economic
development within India and other incidental factors.

INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor
Relationship (IR) engagement with Domestic and International
investors and has set up a feedback mechanism to measure
Investor Relations effectiveness. Structured conference calls and
periodic investor/analyst interactions, participation in investor
conferences, quarterly earnings calls and annual analyst meet
with the Executive Director were organized during the year.
Your Company always believes in leading from the front with
emerging best practices in Investor Relations and building a
relationship of mutual understanding with investor/ analysts.
Your Company ensures that relevant information about the
Company is available to all the investors by uploading all such
information to the Company''s website and the stock exchanges
where the shares of the Company listed.

Kirin Advisors Private Limited an integrated corporate
communication advisory company serves as Investor relations
for Investor Queries and its details are available on the
companies Website: https://wardwizard.in/contact/

HUMAN RESOURCES

The Company''s Human Resource (HR) management ensures
fair and transparent labour practices through proper policies
& processes that are compliant with the changing regulatory
requirements.

As a growing manufacturing / assembly organization into
Electric Vehicles, the Company maintains a friendly & warm
relationship with all the employees and has aligned itself with
the business objectives by initiating and implementing various
HR processes like:

1. Human Resource Management System (HRMS) : With
increase in the hiring requirements to match the growth
& expansion plans; HRMS (Attendance & Payroll) was
implemented to digitize the employee records of more
than 500 employees (permanent & temporary) and the
same is made available as mobile application for employee-
friendly usage for time & attendance, leave, pay slip, etc.

2. Health, Safety And Enviornment: Company has
received CTE (Consent to Establish) & CTO (Consent to
operate) for 2W plant. These are mandatory clearance
certificates issued by Gujarat Pollution Control Board
which focus on safety and good environmental practices.
Further, Company has amended the factory manpower
licence to include 1000 employees due to expected
increase in employee count.

Further, Company has established an Occupational Health
Centre & appointed a Factory Medical Officer to provide
medical consultancy services twice a week. Also conducted
an Annual Health check-up program for all employees.

3. Employee Engagement: 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 premises
which was actively participated by majority employees
of the Company. Further, Company regularly organizes
Woman Health awareness sessions. As a CSR initiative, HR
has organized Blood Donation Camp in partnership with
Indu Blood Bank.

OTHER INFORMATION
GREEN INITIATIVES

The Company has already commenced / implemented the
"Green Initiative" launched by the Ministry of Corporate Affairs
(MCA) to contribute to a greener environment.

As authorized, notices/documents/annual reports/etc. are
delivered to shareholders electronically exclusively, unless the
shareholders request a physical copy of the aforementioned
document.

We are using solar panels for energy and taking efforts contribute
to reducing greenhouse gas emissions and conserving valuable
resources, while also setting an example for others to follow
by our core business being the electric vehicle manufacturing.

Transportation is a significant contributor to climate change,
but the adoption of electric vehicles (EVs) offers a promising
solution. Some of the popular choices in this area are electric
two-wheelers, E-Rickshaws, as well as electric cars.

Environmental sustainability lies at the core of Wardwizard
Innovations & Mobility Limited''s philosophy. By producing
electric vehicles that emit zero tailpipe emissions and reliance

of fossil fuels, the company actively contributes to reducing
greenhouse gas emissions and combating climate change.
Furthermore, The Company is committed to responsible
sourcing of materials, waste reduction, and implementing
sustainable manufacturing practices throughout its supply
chain.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere
gratitude to the Government of India, Government of Gujarat,
Maharashtra and other states, Registrar of Companies -
Maharashtra, Distributors, lenders including bankers whose
assistance and most importantly consumers for support, your
Company has been privileged to receive.

Your Directors thank the stakeholders for the confidence
reposed in the Company and for their continued support and
co-operation. We place on record our appreciation of the
contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity,
cooperation and support.

Note: Except as otherwise stated, all the numbers in the
Director''s Report are on standalone basis.

On behalf of the Board of Directors

For Wardwizard Innovations & Mobility Limited

Place: Vadodara Sd/- Sd/-

Date: 28 ^th August, 2023 Yatin Sanjay Gupte Sanjay Mahadev Gupte

Managing Director Executive Director

DIN: 07261 150 DIN: 08286993

Mar 31, 2018

Director''s Report To the Members,

Your Directors are pleased to present the 36thAnnual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

Financial Results:

The financial performance of your Company for the year ended March 31, 2018issummarized below:

Particulars	2017-2018	2016-2017
Net Sales/ Income from Operations	-	3,17,329
Other Income	23,98,000	37,88,831
Total Income	23,98,000	41,06,160
Total Expenses	22,62,479	39,62,061
Profit/(Loss) from operations before exceptional items and Tax	1,35,521	1,44,099
Profit/(Loss) before Tax	1,35,521	1,44,099
Tax Expense	38,510	83,884
Net Profit After Tax	97,011	60215

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review.

RESERVES:

Rs. 97,011 have been transferred to the Profit & Loss account.

OPERATIONS I STATE OF THE COMPANY''S AFFAIRS:

The macro-economic environment in India during 2017 - 18 showed a moderate decline. According to the provisional estimates released by the Central Statistics Office, India''s Gross Value Added (GVA) growth for 2017-18 is pegged at 6.1 per cent, compared to 6.6 per cent in the previous year. FY2018 began in an uncertain environment with the economy coming to terms with the impact of demonetization of Rs. 500 and Rs. 1,000 banknotes that came into effect on 8th November 2016 also saw disruption in economic activity on account of teething troubles that accompanied the nation-wide rollout of the Goods and Services Tax (GST).

More recently, quarterly growth has shown an upward trajectory and there has been a rebound in various sectors. As a result, the growth outlook for the Indian economy for 2018-19 has also turned positive with the RBI projecting the GDP growth to strengthen to 7.4 percent in 2018-19.

During the year, the Company has made investments in shares of group Companies in furtherance of its objectives. The Investments held as at 31st March 2018 continue to be in group companies only.

SHARE CAPITAL:

During the year under review there is no change in the Share Capital of the Company. The Company''s Equity share capital is Rs. 648 lacs divided in to 64.8 lacs Equity Shares of Rs. 10/- each.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER COMPANIES ACT, 2013:

A report highlighting performance of the subsidiary and their contribution to the overall performance of the Company is provided in the Consolidated Financial Statements. A Statement containing salient features of the financial statement of the Subsidiary Company is attached as Annexure 5 in Form AOC-1. During the period under review the company does not having any assotiates and joint venture companies as per the Companies Act, 2013.The Company has placed a Policy for Material Subsidiaries on its website www.manvijay.com

CONSOLIDATED FINANCIAL STATEMENT:

The audited consolidated financial statement of the Company prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditors'' Report forms part of this Annual Report. The financial statements of Subsidiary company under the Companies Act, 2013 are not attached along with the financial statements of the Company. Separate audited financial statement of the subsidiary is placed on the website of the Company at website www.manvijay.com The Company will provide the financial statements of subsidiary upon receipt of a written request from any member of the Company interested in obtaining the same. The financial statement of subsidiaries will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are given under note 12 of the financial Statement.

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 as Annexure 1

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

DIRECTORS:

The Composition of the Board is as per the Companies Act, 2013. On 30th May, 2017, Mr. Nitin Pradhan step down from the post of Managing Director and continued as an Executive Director of the Company, Mr. Mohammed Iqbal Ali Dholakia took the place of Mr. Nitin Pradhan to serve as a Managing Director till he resigned on 03rd August, 2018. Mr. Nitin Pradhan again took his previous position as a Managing Director from the said date.Pursuant to Section 152 of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Prabhakar Shankar Patil (DIN 01627690), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company. Brief Resume of Mr. Prabhakar Patil is given above with the Annual General Meeting Notice.

Pursuant to the provisions of the Companies Act, 2013 and as per Listing Agreement where ever applicable, evaluation of every Director''s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-independent Directors and the Board as a whole, Committees thereof was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. The performance evaluation of the Chairman of the Company was also carried out by Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. Structured questionnaires were prepared in accordance with the applicable provisions on Board Evaluation covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflect the overall engagement of the Board and its Committees with the Company and its management and they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company and is available at the website www.manvijay.com.

The following policies of the Company are attached herewith and marked as Annexure 2, Annexure 3 and Annexure 4:

1. Policy on appointment of Directors and Senior Management (Annexure 2)

2. Policy on Remuneration of Directors (Annexure 3) and

3. Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 4)

KEY MANAGERIAL PERSONNEL (KMP):

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

Sr. No	Name	Designation
1.	Mr. Nitin Manohar Pradhan	Managing Director
2.	*Mr. Mohammed Iqbal Ali Dholakia	Chief Financial Officer
3.	Mr. Shivkumar Bholanath Vaishy	Company Secretary

*Mr. Prabhakar Patil resigned from the post of Chief Financial Officer on 04th September, 2017 and * Mr. Mohammed Iqbal Ali Dholakia, has been appointed as the Chief Financial Officer from the said date. Company during the period under review has proper balance of Key Managerial Personnel as per Companies Act, 2013.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year, Six Board Meetings were held during the year i.e. from 1st April, 2017 to 31st March, 2018 on the following dates: 30th May 2017, 03rd August, 2017, 04th September, 2017, 13th December, 2017, 10th February, 2018 and 28th February, 2018.The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD:

Audit Committee

During the year under review, five meetings were held on the following dates: 30th May 2017, 03rd August, 2017, 13th December 2017, 10th February 2018 and 28th February 2018. The recommendation by the Audit Committee as and when made to the Board has been accepted by it.All members of the Audit Committee possess strong knowledge of accounting and financial management. The Chairman, the Managing Director, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time. The details of attendance at the Audit Committee meetings held during the year are as under:

Name of the Director	Designation	No of Audit Committee Meetings
		Held	Attended
Mr. Dilip M Joshi	Non-executive, Independent	5	5
Mr. Nitin M Pradhan	Managing Director	5	3
Mr. Pradeep Vasant Gupte	Non-executive, Independent	5	5
Ms. Dolly Dhandhresha	Non-executive, Independent	5	5

Nomination and Remuneration Committee:

During the year under review, the Committee met thrice a year on the following dates: 30th May 2017, 03rd August, 2017 and 04th September 2017.

Name of the Director	Designation	No. of NRC Meetings
Name of the Director	Designation	Held	Attended
Mr. Dilip M Joshi	Non-executive, Independent	3	3
Mr. Pradeesp Vasant Gupte	Non-executive, Independent	3	3
Ms. Dolly Dhandhresha	Non-executive, Independent	3	3

Stakeholders Relationship Committee

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. The Committee looks into the grievances of security holders of the Company.

During FY2018, the Committee met on 10thFebruary 2018 to, inter alia, review the status of investors'' services rendered. Directors who are not the members of the Committee were also invited to attend meeting of the Committee. The Committee was apprised of all the major developments on matters relating to investors. In addition, the Committee also looked into matters that can facilitate better investor services and relations.During FY2017-2018, No complaints from investors were received on any matters.

Name of the Director	Designation	No of Audit Committee Meetings
Name of the Director	Designation	Held	Attended
Mr. Dilip M Joshi	Non-executive, Independent	1	1
Mr. Nitin M Pradhan	Managing Director	1	1
Mr. Pradeep Vasant Gupte	Non-executive, Independent	1	1
Ms. Dolly Dhandhresha	Non-executive, Independent	1	1

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Under Section 186 of The Companies Act, 2013 As the Company is engaged in the Core Investment Company and has made invested in their group Company during the year under review. The provisions of Section 186 of the Companies Act, 2013 relating to investment is not applicable to the Company as it is the Investment Company except sub-section 1. The Company has complied with the other provisions related to loans under 186 of the Act., During the year the Company has not made any guarantees or securities. However, the details of the same are provided in the financial statement at Note no 3 and 4.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Related Party Transactions entered into during the year were in the Ordinary Course of Business and on arms'' length basis. Apart from the transaction held in the ordinary course business the transaction entered with the related parties were under compliance with the provisions of section 188 of the Companies Act, 2013. All the related party transaction are been approved by the Audit Committee of the Company. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board, the Directors draw attention of the members on the financial statement which sets out related party disclosures in notes to the financial statements for the year ended 31stMarch 2018. The Form AOC-2 as per Annexure 6sets out particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

i. In the preparation of the annual accounts for the financial year ended 31stMarch, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2018.

iii. The Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. 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.

INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2017-18. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM:

The Company has established a vigil mechanism by adopting a Vigil Mechanism Policy for stakeholders including directors and employees of the Company and their representative bodies to report genuine concerns in the prescribed manner to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism. It provides a mechanism for stakeholders to approach the Chairman of Audit Committee or Chairman of the Company, Chief Financial Officer. During the year, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The Mechanism of the Company is available at web link www.manvijay.com.

RISK MANAGEMENT:

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

FINANCIAL STATEMENT:

The audited financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of 37th Annual General Meeting of the Company. However, they resigned as Statutory Auditors of the Company due to pre-occupation w.e.f 21st February 2018. The Company appointed M/s G. P. Kapadia & Co., Chartered Accountants having Firm Registration Number 104768W w.e.f 26th May 2018 by passing a Postal Ballot Resolution for appointing auditor in casual vacancy. The Board of Directors of the Company as suggested by the Audit Committee recommends the appointment M/s G. P. Kapadia & Co., Chartered Accountants to the Shareholders of the Company.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report for the year ended 31st March, 2018 in prescribed form duly audited by the Practicing Company Secretary Firm M/s. Ferrao MSR Associates is annexed herewith and forming part of the report as Annexure 9There are no qualifications or adverse remarks in the Secretarial Audit Report issued by the above named firm, hence doesn''t require any comments from the Director on the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company involves low energy consumption. Adequate measures have however been taken to conserve energy efficient equipment with latest technologies. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total cost is insignificant. Therefore the particulars relating to the Conservation of Energy, Technology Absorption as per 134(3)(m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are not given. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 7 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company 21 days before the Annual General Meeting during working hours and shall be madeavailable to any shareholder on request. Such details are also available on your Company''s website at: www.manvijay.com.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report in Annexure 8

DISCLOSURE OF COST RECORDS:

During the year under review the provisions of section 148 of the Companies Act, 2013, is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

GENERAL:

No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors of the Company. During the year under review, no revision was made in the previous financial statement of the Company. During the year ended on 31stMarch, 2018, there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, no complaints/grievances were filed for sexual harassment and there are no pending cases.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013:

There were no incident which would affect the Company''s financial position between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR)

CAUTIONARY STATEMENT:

Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include man and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all our employees for their contribution to your Company''s performance.

We applaud them for their superior levels of competence, dedication and commitment to your Company.

	For and behalf of the Board of Directors of Manvijay Development Company Limited
Sd/-	Sd/-
Nitin Pradhan	Prabhakar Patil
Managing Director	Director
DIN: 01595576	DIN: 01627690
Place: Mumbai
Date: 29th May, 2018

Mar 31, 2016

To the Members.

The Directors are pleased to present the Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year3 ended March, 2016.

Financial Results

The financial performance of your Company for the year March 31,2016 is summarized below:

(Rupees in Lacs)

Particulars	2015-2016	2014-2015
Net Sales/ Income from Operations	9.00	13.23
Other Income	25.20	-
Total Income	44.20	13.23
Total Expenses	43.61	13.26
Profit/(Loss) from operations before o1 incomes, finance cost and exceptional items	1059	(0.03)
Other Incomes	-	0.43
Profit/(Loss) from operations after o incomes, finance cost but before exception items	1059	0.40
(-) Exceptional Items	-	-
Profit/(Loss)Before Tax	0.59	0.40
T ax
- Current Tax	0.21	(0.13)
- Deferred Tax	(0.26)	(0.33)
Net Profit After Tax	0.64	0.91
(-) Extraordinary Items	-	-
N et Profit	0.64	0.91

The Company has deployed its funds in the real estate sector, which has declined during the year review & sales are booked only after units are sold. This has resulted in sharp decline of sales & at the same time Net Profit has also declined to Rs. 0.64 lacs against previous year profit of Rs. 0.91 lacs.

Future Outlook

The turnover during the year has declined on account of change in Government at Centre & in the State of Maharashtra, regulatory issues, slowdown in real estate sector. The Company has invested substantially in real estate projects, the profitability of which will be reflected in the Coming year.

Dividend

The Board of Directors does not recommend any Dividend for the year under review Share Capital

The Company Equity share capital has been increased by Rs. 324 lacs during the year raising the total equity capital to Rs. 648 lacs. The increase was on account of Bonus issue to the shareholders of the Company.

Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any subsidiary, joint venture or associate Company.

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public with review of Section 73 of the Companies Act 20B , during the year under view.

Reserves

Rs 0.64 lacs has been transferred to the Profit & Loss account.

Particulars of Contract or Arrangement with Related Party

During the year under review, Company has entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 20Band Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on transaction with related party is disclosed in annexure - 6 at board report. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment and Guarantees by the Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 20B. Particulars of Investment made/loan given under section 186 of the Companies Act, 20B are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Financial Statement

Disclosures under Section 134(3) (I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

Mr. Nitin Pradhan (DIN 01595576), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company.

During the year under review Ms. Sangeeta Karnik was appointed as Non-Executive Independent Director Mr. Prabhakar Patil was appointed as an additional director d ^d May, 2015 and resigned onf7th July, 2015. Mr. Kantilal Rathod was resigned on 1^st June,

2015. The Board of Directors of the Company places on record their valuable contribution given to the Company during their ten Mr.. Prabhakar Patil& Mr. Mohammed Ali Dholakia were appointed on28^th May,2016 as Additional Directors of the Company.

Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidatures Mr. Prabhakar Patil& Mr. Mohammed Ali Dholakia for the office of the Directors have been received. The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 203 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company. Pursuant to the provisions of the Companies act 20B and SEBI (Listing Obligation and Disclosure Requirements) 205, evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non -Independent Directors and the Board as a whole, committees thereof and the chairperson of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1 Annexure 2 and Annexure 3.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directorsâ (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Number of Meeting of Board of Directors

The Board of Directors have met D times and Independent Directors have met once during the year ended- 1^st March, 2016 in accordance with the provisions of the Companies Act, 20B and rules made there under. 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.

Key Managerial Personnel

During the year under review Mr. Nitin Pradhan was re - appointed as the Managing Director of the Company for the period October, 2015 to 30^th September, 2020. Ms. Shweta Shah, Company Secretary of the Company has resigned from the Company on 10^thApril, 2015. The Board of Directors of the Company places on record her valuable contribution given to the Company during her tenure. At the Board Meeting held on 27^thAugust, 2015, Mr. Satish V. Chavan was appointed as Company Secretary of Company and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 20B, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 20B, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 49(6) of the Companies Act 20B. As per Section 149 of the Companies Act, 20B, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 20B and the Rules made there under, the current auditors of the Company,. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Auditors Report

The observations and comments furnished by the Auditors in their respect together with the notes to Accounts are self-explanatory and hence do not Company further comments under Section B4 of the Companies Act, 2HB

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 203, the Board of Directors of the Company hereby confirms that:

i. In the preparation of the annual accounts for the financial year Second March, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY2015-16.

Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Details of Committee of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial $046-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of this report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Risk Management

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Corporate Governance

As per SEBI Listing Regulations, corporate governance report with auditorsâ certificate thereon and management discussion and analysis are attached, which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations, a business responsibility report is attached and forms part of this annual report.

Managing Directorâs Certificate

A Certificate from the Managing Director in respect financial Statements forms part of the Annual Report.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

As information relating to the conservation of energy, technology foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 20B, the Company uses the latest technologies for improving the productivity and quality of the services. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

The prescribed particulars of the employees required under Rule 5 (1) of the Companies (Appointment and Remuneration) Rules, 204, are attached as Annexure - 5 and forms part of this report.

None of the employees of the Company is in receipt fine rat under Section B7 (2) of the Companies Act, 20B, read with rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Thus furnishing of particulars under the Companies (Appointment and Remuneration) Rules, 2014 does notary nurse.

Secretarial Audit Report

A Secretarial Audit Report for the year ended March, 2016 in prescribed form duly audited by the Practicing Company Secretary FM/m Martinho Ferrao & Associates is annexed herewith and forming part of the report.

The Company clarifies that the suspension in trading of securities from 24th December, 2015 was due to surveillance measure by the Bombay Stock Exchange and the same was revoked on 26 April, 2016.

Extract of Annual Return

Pursuant to Section 34(3)(a) of the Companies Act, 203 read with Rule 2(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure -7)

Corporate social Responsibility

The Section 35 of the Companies Act, 20B regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Significant and material orders passed by the regulators or courts

There were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended March, 2016 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the yea!015-2016 is attached to the Balance Sheet. Pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 20Bâ introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Acknowledgement:

We very warmly thank all of our employees for their contribution to your Companyâs performance.

We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Manvijay

Development Company Limited

Sd/- Sd/-

Nitin Pradhan Pradeep V Gupte

Managing Director Director

DIN: 0595576 DIN: 06877040

Place: Mumbai

Date: 28th May, 2016

Mar 31, 2015

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2015.

Financial Results

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

(Rupees in Lacs)

Particulars	2014-2015	2013-2014
Sales	113.23	505.91
Other Income	0.43	0.75
Total Income	113.66	506.66
Total Expenses	113.26	459.54
Profit/(Loss)	0.40	47.12
(-) Exceptional Items	-	-
Profit/(Loss)Before Tax	0.40	47.12
Tax	-	-
(-) Current Tax	(0.18)	14.60
( ) Deferred Tax	(0.32)	0.04
Net Profit After Tax	0.91	32.56
(-) Extraordinary Items	-	-
Net Profit	0.91	32.56

The Company has deployed its funds in the real estate sector, which has declined during the year review & sales are booked only after units are sold. This has resulted in sharp decline of sales & at the same time profit has also declined to Rs. 0.91 lacs against previous year profit of Rs. 32.56 lacs.

Future Outlook

Dividend

The Board of Directors does not recommend any Dividend for the year under review

Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any subsidiaries, joint venture & associates Company.

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public within the purview of

Section 73 of the Companies Act, 2013, during the year under review.

Reserves

Out of the profits available for appropriation, no amount has been transferred to the General Reserve account.

Other Corporate Information

The Company has shifted its registered office of the Company from the State of West Bengal to Maharashtra on 31st March, 2015, after receipt of all statutory approval. The securities of the Company were admitted on BSE Limited on 27th February, 2015 under Direct Listing Norms of BSE Limited and thus shareholders have easy exit/entry facility.

The Company''s shareholders in the Extra-Ordinary General Meeting held on 25th June, 2015 has approved the issue of Bonus Shares in the ratio of 1 (One) new equity share of Rs. 10/- each for every 1 (One) equity share of Rs. 10/- each held by the shareholders of the Company on 9th July, 2015 (record date). Post Bonus Issue, the paid-up Capital of the Company is 64,80,000 equity shares of Rs. 10/- each. These Bonus shares are listed and traded on BSE Limited & Calcutta Stock Exchange Limited.

Particulars of Contract Or Arrangement With Related Party

During the year under review, Company has entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on transaction with related party is disclosed in annexure - 6 at board report. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment and Guarantees by the Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

Consolidated Financial Statement

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Disclosures under Section 134(3) (I) of the Companies Act, 2013

Directors

The Board of Directors with deep regret noted the sad demise of Mrs. Hemlata M Pradhan on 27th March, 2015. In her death, the Board of Directors has lost a visionary, able leader and philanthropist.

Ms. Sangeeta S Karnik & Mr. Prabhakar Patil were appointed as Director on 2nd May, 2015 as Additional Director of the Company. Mr. Kantilal L Rathod & Mr. Prabhakar Patil resigned as Directors of the Company on 10th July, 2015. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidatures of Ms. Sangeeta S Karnik for the office of the Directors have been received. The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company. Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non ? Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directors'' (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Number of Meeting of Board of Directors

The Board of Directors have met 7 times and Independent Directors once during the year ended 31^st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. 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.

Key Managerial Personnel

Ms. Shweta Shah, Company Secretary of the Company has resigned from the Company on 10th April, 2015. The Board of Directors of the Company places on record her valuable contribution given to the Company during her tenure. At the Board Meeting held on 27th August, 2015, Mr. Satish V. Chavan was appointed as Company Secretary of Company and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of 37^th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Auditors Report

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

i. In the preparation of the annual accounts for the financial year ended 31^st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. 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.

Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors

Details of Committee of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it. Risk Management

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms a part of this Report is annexed hereto.

Managing Director''s Certificate

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197

(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31^st March, 2015 in prescribed form duly audited by the Practicing Company Secretary M/s. S. K. Pandey is annexed herewith and forming part of the report.

Extract of Annual Return

Corporate social Responsibility

Significant and material orders passed by the regulators or courts

During the year under review, Company had passed Special resolution with respect to the place of the Registered Office by changing it from the state of West Bengal to the Maharashtra and such alteration having been confirmed by an order of Regional Director, Eastern Region, Kolkata bearing the date 31/03/2015.Then after aforesaid order has been registered in the Registrar of Companies, Mumbai, Maharashtra and obtained Certification of Registration of Regional Director order for Change of State.

Except this there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31^st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation [Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013Dintroduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Acknowledgement:

We very warmly thank all of our employees for their contribution to your Company''s performance.

We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board

For Manvijay Development Company Limited

Sd/- Sd/-

Nitin Pradhan Pradeep V Gupte

Managing Director Director

DIN: 01595576 DIN: 06877040

Place: Mumbai

Date: 27th August, 2015

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

The financial performance of your Company for the year ended March 31, 2014 is summarized

below: (Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 505.91 2.50

Other Income 0.75 2.01

Total Income 506.66 4.51

Total Expenses 459.54 0.44

Profit/(Loss) 47.12 4.07

(-) Exceptional Items - 0.30

Profit/(Loss)Before Tax 47.12 3.77

Tax - -

(-) Current Tax 14.60 1.30

( ) Deferred Tax 0.04 -

Net Profit After Tax 32.56 2.47

(-) Extraordinary Items - 0.36

Net Profit 32.56 2.11

The Company under new management has aggressively started the activities by venturing into trading into real estate activities. The Company has increased the volumes & at the same time ensured that cost effectiveness results into higher profit of Rs. 32.56 lacs against previous year profit of Rs. 2.11 lacs.

Future Outlook:

Your Company is currently focusing its resources in the business segments of infrastructural activities, financing of infrastructure projects, trading into real estate activities & providing operational support for infrastructure activities. The present management has solid presence in and around Mumbai region with an expertise of more than two decades experience. The Company is hopeful that in the coming years it will grow in leaps & bounds, as last year present management took over the Company in the second quarter of the financial year.

The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review

Subsidiary Companies:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

Change in the Capital Structure of the Company:

There have been changes in the Capital Structure of the Company after 31st March, 2014. The Authorized Share Capital has increased from Rs. 24,00,000/- divided into 2,40,000 equity shares of Rs.10/- each to Rs. 3,50,00,000/- divided into 35,00,000 Equity Shares of Rs. 10/- each. Further the Paid- Up Share Capital of the Company has increased from Rs. 24,00,000 divided into 2,40,000 equity shares of Rs. 10/- each to Rs. 3,24,00,000 divided into 32,40,000 Equity Shares of Rs. 10/- each. The Company has issued 30, 00,000 equity shares of Rs. 10/- each at a premium of Rs. 10/- per share on Preferential basis to Promoters & Non-Promoters. Apart from the changes in Capital Structure of the Company, there are no material changes & commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Other Corporate Information:

The Company has signed the Tripartite Agreement with CDSL/NSDL (both depositories) & it''s Share Transfer Agents. The equity shares of the Company were admitted by CDSL on 6th January, 2014 & by NSDL by 1st April, 2014. As on 31st March, 2014, all the promoters'' shareholding, i.e. 68.50% of the paid-up Capital of the Company was in dematerialized form. The Board of Directors in its meeting held on 18th July, 2014, has decided to shift the registered office of the Company from the State of West Bengal to Maharashtra, subject to approval of shareholders & concerned authorities. The Company has made application to BSE Limited for listing its securities under Direct Listing Norms of BSE Limited.

Directors:

Mr. Kamal Khaitan, director of the company resigned during the year on account of change in management of the Company. Mr. Iqbal Dholakia, director of the Company also resigned during the year on account of his other business activities. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

During the year under review, Mr. Pradeep Vasant Gupte and Mr. Kantilal L Rathod were appointed as Non-Executive Independent Directors of the Company & Additional Director liable to retire at the ensuing Annual General Meeting.

Independent Director:

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors:

The Statutory Auditors, M/s. Dharmesh M Kansara & Associates, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, are eligible to hold the office for a period of five years up to 2019. The members are therefore requested to appoint M/s. M/s. Dharmesh M Kansara & Associates, Chartered Accountants as auditors for five years from the conclusion of the ensuing annual general meeting till the conclusion of annual general meeting to be scheduled in 2019 (subject to ratification at every Annual General Meeting) and to fix their remuneration for the year 2014-15.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Directors Responsibility Statement:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no loans, guarantees or investments under section 186.

vi. That the development & implementation of a risk management policy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

vii. Except for increase in paid-up capital from Rs. 24.00 lacs to Rs. 324.00 lacs, there are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

viii. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report (though the Corporate Governance is not applicable to the Company as the Paid-up Capital of the Company as on 31st March, 2014 was less than Rs. 3.00 Crore).

Managing Director''s Certificate:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Acknowledgement:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Manvijay Development Company Limited

Sd/-

Place: Kolkata. Nitin Pradhan Date: 26th August, 2014 Managing Director DIN: 01595576

Mar 31, 2013

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2013 is summarized below:

(Rupees in Lacs)

Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Sales 4.51 5.69

Expenses 0.44 2.88

Operating Profit 4,07 2.81

Less: Exceptional items 0.30 -

Profit/ (Loss)Before Depreciation & Tax 3.77 2.81

Less: Extraordinary items 0.36 -

Profit/(Loss)before Tax 3.41 12.81

Less: Tax 1.30 0.53

Profit after tax 2.11 2.27

YEAR IN RETROSPECT

During the year, there has been change of management through SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2011. The Company has not been able to generate revenue as process of change of management took during the year for more than six months, and new management led by Mr. Nitin Manohar Pradhan took control in mid January, 2013. The new management has vast experience in real estate and constructions of residential/commercial/industrial in and around Mumbai During the open offer process there was no activities/business, hence in the said financial year income & profit has declined marginally.

The Company under new management has aggrivesly exploring various realty related deals in the coming year and for that it proposed to raise capital for it.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has undertaken "Green initiative in Corporate Governance" and allowed Companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held with the Company.

PUB JC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act 1956. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/s Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, having Membership No 120856 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has obtained a certificate as per section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Nitin Manohar Pradhan and Mrs. Hemlata Manohar Pradhan were appointed as Additional Director of the Company i.e. 14th January, 2013, pursuant to completion of open offer by them, resulting in change of management of the Company. They hold office up to the date of ensuing Annual General Meeting. Notice has been received in writing from members proposing their appointment as the Directors of the Company.

CHANGE OF MANAGEMENT

Pradman Property Consortium of India Private Limited & Preses Constructions Solutions Private Limited, Mumbai based Company fully controlled by Mr. Nitin Manohar Pradhan & Mrs. Hemlata Manohar Pradhan have acquired 68.50% shareholding of the Company by making an open offer under SEBI(Substantial acquisition of shares and takeovers) Regulations, 2011, thereby resulting in change of management of the Company.

Mr. Nitin Manohar Pradhan and Mrs. Hemlata Manohar Pradhan were appointed as Additional Directors of the Company i.e. 14th January, 2013. Mr. Vijay Dalmia & Mr. Girdhar Dalmia, Directors of the Company (erstwhile management of the Company) resigned i.e. 21st January, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act,1956, in relation to the Annual Financial Statements for the Financial year 2012-2013, your Directors confirm the following:

a in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

b 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 at the end of the financial year and of the profit and loss of the Company for that period.

c That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

d That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Comp (particulars of employees) Rules 1975.

LISTING

The Shares of your Company are presently listed on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENtS:

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, employees, vendors, bankers investors media financial institutions, and both the Central and State Governments and their agencies and look forward their continued support.

By Order of the Board For Manvijay Development Company Ltd

Nitin Manohar Pradhan (Director)

Date: 30th April, 2013

Mar 31, 2012

Dear Members,

Your Directors are pleased to present their Annual report on the business end operations of the Company together with the Audited Statement for the year ended 31 March, 2012.

FINANCIAl RESULTS

The financial performance of your company for the year ended 31 March, 2013 ' v pany fo! ,r,e year ended March 31. 2013 is summarized is summarized below:

Particulars (Rupess in Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Sales 5.69 0.01

expenses 2.88 1.12

Operating Profit 2.81 ( 1.11)

Less: Exceptional items

Profit/ (Loss)Before Depreciation & Tax 2.81 ( 1.11)

Less: Extraordinary items - -

Profit/ (Loss)before Tax 2.81 ( 1.11)

Less: tax 0.53 -

Profit Tax 2.27 (1.11)

YEAR IN RETROSPECT

During the year, there has not been much of business activities resulted in wipping out the loss of the Company.

Dividend

the board of directors does not recommend any dividend for the year under review.

GREEN INITIATIVE IN CORPORATE Governance

The Ministry of Corporate Affairs has undertaken Companies to share documents with its shareholdersrouah GOVemance and allOwed requested to support their green initiative by registerina/undatiL thE * eCtr0n,c mode Members are shares held with the Company.

PUBLIC DEPOSITS

Duung the year your Company has not accepted any Deposits under Section 58A and Section 5SAA of the companies Act, 1956, read With Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

The company does not have any subsidary company within the meaning of section 4 of the Companies Act 1956. thus the company not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary, Company within the meaning of section 4 of the Companies Act 1956.thus provisions in respect of submission of consolidated financial results am not appiicaoiti to the Company.

AUDITORS AND COMMENTS ON AUDITORS RFPOPT

The statutory auditors M/s R P Dalmia & Co., Chartered Accountants, Kolkata, having Membership No 008074 holds office unit the conclusion of the ensuing Annual General Meeting and is eligible for reappoinitment.

The Company has obtained a certificate as per section 224(18) of the Companies Act. 1956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Kamal Khaitan was appointed as additional Directos of the company ie.1st Febuary 2012. He hold office up to the date of ensumg Annual General Meeting. Notice has been received in writing from memmbers propsoing their appointment as the directors of the company. Mr. Manish Dalmia has reSigned as the directos of the company from 1st february,2012 & Board appreciates the valuable contribution made to the company.

DIRECTORS RESPONSIBILTY STATEMEENT

Pursuant to the provisions of section 217 (2AA )of the companies Act,1956 in relation to the Annual Financial Statements for the Financial year 2011-2012, your Directors confirm the following:

a. In the preparation of the annual accounts applicable accoounting standards have been follwed along with proper explanation relating to material departures.

b. That the directors have selected such accounting policies abd applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c.That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of The Company and for preventing and detecting material fraud and other irregularities.

d That Directors have prepared the AnnuaL Accounts on a going concern basis

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXC HANG LEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of the respect to CoroetvWon Energy and Technotog, Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

PARTICULARS OF EMPLOYERS

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum presented under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975.

LISTING

The Shares of your Company are presently listed on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients.employees.vendors, bankers investors, media financial institutions, and both the Central and State Governments and their agencies and lookvforward to tnejr continued support.

By Order of the Board For Manvijay Development Company Ltd

Kamal Khaitan Date:28th May. 2012 (Director)

Mar 31, 2011

Dear Members,

Your Directors are pleased to present their Annual Report on the Business and operations of the

Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2011 is summarized below:

(Rupees in Lacs)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Sales 0.01 (0.10)

Expenses 1.12 0.83

Operating Profit (1.11) (0.93)

Less: Exceptional items -

Profit/ (Loss)Before Depreciation & Tax (1,11) (0.93)

Less: Extraordinary items - -

Profit/(Loss)before Tax (1.11) (0.93)

Less: Tax - -

Profit after Tax (1.11) (0.93)

YEAR IN RETROSPECT

The Company was earlier engaged in production & sale of laminated jute bags. Due to adverse & irreversible market conditions, the Company has to suspend these activities. Therefore, the assets of the Company have been invested to earn reasonable return. However, the management is actively considering diversifying in other business activities.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has undertaken "Green initiative in Corporate Governance" and allowed Companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held with the Company.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act 1956, read with Companies (Acceptance ot Deposits) Rules-, i 975,

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act 1958 Thus the Company is not required to furnish a statement pursuant to the provisions of Section 2012 of the Companies Act. 1956,

CONSOLIDATED FINANCIAL STATEMENTS

The Company does no! have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956 Thus the provisions in respect of submission of consolidated financial results are not applicable to the- Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/s R A Dalmia & Co., Chartered Accountants. KolKsta, having Membership No 006079 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment,

The Company has obtained a certificate as per section 224(18} of the Companies Act, 956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Manish Dalmia, Director of the Company retires by rotation & is eligible for re-appointment as Director of the Company.

DIRECTORS RESPONSE ILiTY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, in relation to the Annual * Financial Statements for the Financial year 2010-2011, your Directors confirm the following:

a In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation reiating to materia departures.

b 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 at the end of the financial year and of the profit and loss of the Company for that period.

c That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and defecting material fraud and other irregularities.

i. That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHA.NGEEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Repost of the Board of Directors) Rules. 1988 with tespect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fail under the category mentioned i the abovementioned rules.

PARTICULARS OF EMPLOYEES

During the year unde; review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1958, read with the Companies (particulars of employees) Rules 1975,

LISTING

The Shares of your Company are presently fisted on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENTS

Year Directors wish to place on record their appreciation and acknowledge with gratitude the support and co operation extended by the clients, employees, vendors, bankers investors, media financial institutions, and both the Central and Stale Governments and their agencies and look forward to their continued support.

By Order of the Board For Manvijay Iteyelopment Company Ltd

Vijay Dalmia {Director)

Date: 29th August, 2011

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