manvijay development company ltd Directors 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 Rs. 23,892.60 Lakhs, higher by 29.46 percent over the previous years revenue of Rs. 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 Rs. 944.21 Lakhs and Rs. 847.72 Lakhs, respectively.

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

FINANCIAL HIGHLIGHTS

Your Companys financial highlights for the year ended 31^st March, 2023 and 31^stMarch, 2022 are as follows:

(Amount (Rs.) in Lakhs)

Particulars	Standalone
	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 Rs.)	0.36	0.35
Reserves	6272.94	3632.08
	(Amount (Rs.	) in Lakhs)
	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 Rs.)	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 Companys 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 wont cost our planet, so you can contribute towards the well-being of our planet in style.

(Amount (Rs.) in Lakhs)

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 Companys website https://wardwizard.in/investor-relations/policies-and-strategy/incl-subsidiary-company-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 Companys operations in the future.

DIVIDEND

Your Directors are happy to propose based on the Companys existing profitability, a final dividend of Rs. 0.10/- (Ten Paisa only) per equity share which is 10% dividend on the face value of Rs. 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.

The Company recommended/declared dividends as under:

PARTICULARS	Dividend Per Share	Dividend Per Share
	FY 2022-23	FY 2021-22
Interim dividend	--	--
Final dividend (At 10% of Face Value per share)	Rs. 0.10/-	Rs.Rs. 0.075/-
Total dividend	Rs. 0.10/-	Rs. 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 Companys website at https://wardwizard.in/show-file/?title=Dividend%20 distribution%20policy&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	20th August, 2021	23rd September, 2028
2021-22	30th August, 2022	30th September, 2029

Members who have not yet encashed their dividend warrant(s) are requested to make their claims to the Company without further delay. Detailed Information of Transfer to IEPF is available at Companys Website at: https://wardwizard.in/dividend-details-pattern/ The statement of Unclaimed Dividend is available on Companys website at https://wardwizard.in/investor-relations/dividend/ unclaimed-dividends-iepf-details/unclaimed-dividend/

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 Rs. 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 Rs. 82/- per equity share including share premium of Rs. 81/- per share. An amount equivalent to 50% of the issue price viz. Rs. 41/- per rights equity share which constitutes 50% of the Issue Price (i.e., Face Value of Rs. 0.50/- and Share Premium of Rs. 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: a. RECEIPT OF FIRST AND FINAL CALL MONEY NOTICE ON PARTLY PAID-UP EQUITY SHARES ISSUED ON RIGHTS BASIS

The Board at its meeting held on Friday, October 07, 2022, had decided and approved: First and final call of Rs. 41.00/-(Rupees Forty-one Only) (comprising Rs. 0.50 towards face value and Rs. 40.50 towards share premium) per Rights Share in respect of 56,70,303 (Fifty-six Lakhs Seventy Thousand Three Hundred and Three) partly-paid Rights Shares, payable during the period from Monday, November 14, 2022 to Monday, November 28, 2022, both days inclusive. Further, the Company has approved at its Board Meeting held on 12^th December, 2023, the conversion of 24,91,631 partly paid-up equity shares of paid up value Rs. 0.50/- into fully paid-up equity shares of face value Re. 1/- each against 56,70,303 partly paid-up equity shares (originally allotted as party paid-up equity shares on 15^th March, 2022) in pursuant to First and Final Call Money Notice dated Saturday 29th October, 2022. The Company has received Rs. 10,21,56,871/- (Rupees Ten Crores Twenty-One Lakhs Fifty Six Thousand Eight Hundred Seventy One only) against of Rs. 23,24,82,423/-(Rupees Twenty Three Crores Twenty Four Lakhs Eighty Two Thousand Four Hundred Twenty-Three only) in pursuant to First and Final Call Money Notice dated Saturday, 29^th October, 2022. b. RECEIPT OF FINAL CALL MONEY-CUM-FORFEITURE NOTICE ON PARTLY PAID-UP EQUITY SHARES ISSUED ON RIGHTS BASIS

In terms of the First and Final Call Money Notice dated Saturday, October 29^th, 2022 issued to the holders of partly paid-up equity shares of the Company, the Board of the Company at its meeting held on Monday, 06^th February, 2023, approved to send Final Call Money-cum-Forfeiture Notice for payment of Final Call Money of Rs. 41/- per partly-paid up equity share (comprising Rs. 0.50/- towards face value and Rs. 40.50/- towards share premium)

(“Final Call Money-cum-Forfeiture Notice”), to the holders of such partly paid-up equity shares on which the First and Final Call money remains unpaid, payable during the period from 20^th February, 2023 to 6^th March, 2023, both days inclusive. Further, the Board at its meeting held on 31^st March, 2023 approved the conversion of 18,20,269 partly paid-up equity shares of paid up value Rs. 0.50/- into fully paid-up equity shares of face value Rs. 1/- each against 31,78,672 partly paid-up equity shares of the company (originally allotted as partly paid-up equity shares on 15^th March, 2022) in pursuant to Final Call Money-Cum-Forfeiture Notice dated Monday 13^th February, 2023. The Company has received Rs. 7,46,31,029/- (Rupees Seven Crores Forty-Six Lakhs Thirty-One Thousand Twenty-Nine only) against of Rs. 13,03,25,552/- (Rupees Thirteen Crores Three lakhs Twenty-Five thousand Five hundred Fifty-Two only) in accordance with a copy of the working of allotment and the list of allottees which have been received from Purva sharegistry (India) Pvt. Ltd, Registrar and Transfer Agent (“RTA”) of the Company, in pursuant to Final Call Money-Cum-forfeiture notice dated Monday,13^th February, 2023.

The funds raised by the Company through Rights Issue, have been utilized for the objects stated in the Letter of Offer, dated Tuesday, 18^th January, 2022.

The main object of the Rights Issue was:

1. For Augmentation of Working Capital Purposes; and 2. General Corporate Purposes

Forfeiture of Shares:

The Board of the Company at its meeting held on Friday, March 31, 2023 have approved the forfeiture of 13,58,403 partly paid up equity Shares of face value of Rs. 1/- each on which First and Final Call money remains unpaid from the concerned shareholders the balance call money of Rs. 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	15th March, 2022	56,70,303 Partly paid up shares Allotted
2	12thDecember, 2022	24,91,631 Shares converted into Fully Paid (Out of 56,70,303 Originally Allotted on 15thMarch, 2022)
3	31st March,2023	18,20,269 Shares converted into Fully Paid (Out of 31,78,672 Originally Allotted on 15thMarch, 2022)
4	31st March,2023	13,58,403 Shares Forfeited by Board which was originally allotted on 15thMarch, 2022

* As on date of this report, there is no partly paid up shares in the Company.

UTILISATION OF PROCEEDS

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), the Statement of Deviation or Variation was reviewed by the Audit Committee as below.

Status of Utilisation of Rights Issue Proceeds are mentioned in the below table:

(Amount (Rs.) in Lakhs)

Fund Raised	Fund Utilised	Fund Unutilised
1768.04	1018.33	749.71

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 Tuesday, 18^thJanuary, 2022. Further, the details of Utilization of Rights Issue proceeds for the year ended 31^st March, 2023 have been provided in notes to the Accounts of the Financials of the Company.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on “BSE Limited” Stock Exchange (Scrip Code: 538970) The Company has paid the Annual Listing Fees for FY 2022- 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^st March, 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 Companys website and can be accessed at the Web-link: https://wardwizard.in/show-determining%20Material%20Subsidiaries&file=TXpVMg== As on 31^st March, 2023 there are no associate or joint venture companies

MANAGEMENT- DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

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

COMPOSITION OF THE BOARD TILL DATE OF THE REPORT I.E. 28^th August, 2023

Name of the Director	Category/Designation on Board
1. Mr. Yatin Sanjay Gupte	: Managing Director,
	Chairman, Executive
	Director (Promoter)
2. Mr. Sanjay Mahadev Gupte	: Executive Director
3. Mrs. Sheetal Mandar	: Non-Executive Non-
Bhalerao	Independent Director
4. Mr. Bhargav Govindprasad	: Non-Executive
Pandya	Independent Director
5. *Mr. Avishek Kumar	: Non-Executive
	Independent Director
6. *Mr. Preyansh Bharatkumar	: Non-Executive
Shah	Independent Director
7. *Mrs. Rohini Abhishek	: Non-Executive
Chauhan	Independent Director
	(Woman)
8. *Dr. John Joseph	: Additional Non-
	Executive Independent
	Director
*9. Lt General Jai Singh Nain	: Additional Non-
(Retd)	Executive Independent
	Director
10. **Mrs. Sneha	: Executive Director
Harshvardhan Shouche

* Appointment, ** Resignation

* 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^th May, 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 Companys 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 re-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.

KEY MANAGERIAL PERSONNEL (KMP)

Following are the KMPs of the Company in terms of Section 203 of the Act

• Mr. Yatin Sanjay Gupte	: Managing Director (MD)
• Mr. Deepakkumar Mineshkumar Doshi (Appointed: 07th October, 2022)	: Chief Financial Officer (CFO)
• Mrs. Sneha Harshvardhan Shouche	: Chief Financial
(Resigned: 07th October, 2022) Officer(CFO)
• Ms. Jaya Ashok Bhardwaj	: Company Secretary & Compliance officer (CS & CO)

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.

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, 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.

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 31^st MARCH, 2023

Mr. Bhargav	- Non-Executive Independent
Govindprasad Pandya	Director
Mr. Mukeshkumar	- Non-Executive Independent
Bapulal Kaka	Director
Mrs. Neelambari	- Non-Executive Independent
Harshal Bhujbal	Director (Woman)
Mr. Avishek Kumar	- Non-Executive Independent
	Director (Appointed: 06th December, 2022)

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)

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.

BOARD PROCESSES, PROCEDURES AND PRACTICES

• 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.

• 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

• 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

• 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.

• 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 Companys 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 Companys 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 Companys 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 Companys 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	Rs. 0.05/- (Five paisa only) per equity share of Rs. 1/- (One rupee) each fully paid-up	5%	20-Aug-2021	24-Sep-2021	23-Sep-2028	22-Oct-2028
2021-22	Final Dividend	Rs. 0.075/- (Seventy Five paise only) per equity share of Rs. 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 arms 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 Companys 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 Boards 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 Companys 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 Companys website, at the following weblink: https://wardwizard.in/show-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 BOARDS 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^th January, 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 ratification 07^th May, 2018, 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 self- 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 Companys 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 Companys 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 Companys website at the web link: https://wardwizard.in/show-file/?title=Whistle%20Blower%20Policy&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 Companys 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 Companys 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.

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

The brief detail about this policy may be accessed on the Companys website at the web link: https://wardwizard.in/show-file/?title=Prevention%20of%20Sexual%20Harassment%20Policy&file=TVRnMU5BPT0=

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 Companys 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 Managements 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 COMPANYS 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 Companys 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^st 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

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 brands reputation, profit margins, and ability to meet contractual obligations. Manufacturers verify a suppliers 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 Companys 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 Companys operations include man and material availability, and prices, cyclical demand and pricing in the Companys 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 Companys 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 Companys 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 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 Limiteds 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 Directors Report are on standalone basis.