To the Members of Wardwizard Foods and Beverages Limited Report on the Audit of the Financial Statements
QUALIFIED OPINION
We have audited the accompanying financial statements of WARDWIZARD FOODS AND BEVERAGES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "financial statements")
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the "Basis for Qualified Opinion" section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view n conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS" and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
BASIS FOR QUALIFIED OPINION
a) As stated in the note 7 to the financial statements, "Other Current Assets" forming par of Non- Financial Assets, includes outstanding advances amounting to Rs. 760 lakhs, which are subject to assessment of recoverability. The Company has not recognized any impairment provision against these balances. In the absence of sufficient appropriate audit evidence regarding the recoverability and carrying value of such advances the consequential impact on the financial statements was necessary.
b) As stated in note 6 to the financial statements "Other Current Financial Asset" forming part of Current Assets, includes outstanding amount of Rs. 108 lakhs, on which the Company has not recognized any Expected Credit Loss provision. In the absence of sufficient appropriate audit evidence supporting the recoverability of these balances the consequential impact on the financial statements was necessary.
We conducted our audit of the financial statements in accordance with the Standard: on Auditing ("SA" s) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified audit opinion on the financial statements.
EMPHASIS OF MATTER
a) We draw your attention to note 15 (ii) to the financial statement "Unsecured Borrowings" which includes balance of Rs. 2,941.99 lakhs payable to Indian Credit Co-operative Society. The related balance confirmation and loan statements were no made available to us. Consequently, we were unable to independently verify the put standing borrowing balance and the related interest amount of Rs. 328.07 lakhs reflected in the books of account.
b) We also draw attention to Note 18 to the financial statements "Dues of MSME Enterprise" regarding delayed payments to Micro and Small Enterprises (MSEs). The Company has not recognized any interest liability, if applicable, payable under the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 MSMED Act), in respect of such delayed payments for the year ended March 31 2026.
Our opinion is not modified in respect of this matter.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31,2026. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Basis for Qualified Opinion section we have determined the matter described below to be the key audit matter to be communicated it our report. For matter below, our description of how our audit addressed the matter provided in that context.
| Valuation of Inventories | How Our Audit Addressed the Key Audit Matter |
| Refer Note no 8 forming part of financial Statement. | Our audit procedures in respect of this area among others, included the following: |
| As of March 31, 2026, the Companys inventory balances Rs. 269.54 lakhs constitute material component of its current asset. | Verified inputs into the valuation process from source documents/general ledger accounts on test check basis: |
| The value of inventory is a key audit matter due to involvement of high risk, basis the nature of food industry wherein value per unit is relatively insignificant but high volumes are involved of the agriculture commodities and ready to- eat food items. | Obtained an understanding of management process of inventory valuation and assessed the appropriateness of the accounting policies relating to valuation of Inventory by ensuring their compliance with Ind AS 2 ("Inventories") |
| According to the financial statements accounting policies in note 3 (3.10) to the financial statements, inventories are measured at the lower of cost or net realizable value. The company has procedures for identifying risk for obsolescence inventories based on estimated usage and shelf life of products to ensure that all inventories owned by the entity are recorded and inventories exist as at the year-end and valuation has been done correctly. | Evaluated design effectiveness of controls over inventory evaluation process and tested key controls for their operating effectiveness; |
| Verified, on test check basis, quantitative reconciliation of opening inventory, purchase/ production, sales and yearend inventory Report. | |
| Further, High quantity of inventory at the year-end makes inventory physical verification an extensive procedure for the management. | Comparing the net realisable value to the cost price of inventories to check for completeness of the associated provision. |
| Obtain an independent Inventory Valuation Certificate for inventory as on 31 March 2026 from a qualified independent valuer and verified the necessary adjustments made in the inventory records by the management on test check basis. |
OTHER MATTER
We draw attention to the fact that the Internal Audit Report for the fourth quarter ended March 31, 2026, was not made available to us up to the date of this report, and accordingly the same has not been considered in our review.
Our opinion is not modified in respect of this matter,
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon:
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the
other information is material inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report ir this regard except that we are unable to conclude whether or not the other information is materially misstated with respect to the matter described in the Basis for Qualified Opinion section above.
RESPONSIBILITY OF MANAGEMENT AND BOARD OF DIRECTORS FOR FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) o the Companies Act 2013 (the "Act") with respect to the, preparation of these Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal Financial Controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statemen hat give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial reporting process.
AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticisms throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 43(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of managements use of the going concern basis accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. lf we conclude that a material uncertainty exists we are required to draw attention in our auditor s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the financial statements including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning-the scope of our audit work and in evaluating the results of-our work; and (i) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with then all relationships and other matters. that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matte or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditors Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act; based on our audit we report that:
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph, we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) Except for the possible effects, of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law relating to the preparation of the aforesaid of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
c) The Balance sheet, the Statement of profit and loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;
d) Except for the effects of the matter
described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
e) Except for the effects of the matter
described in the Basis for Qualified Opinion paragraph above There are no other matters which could be an adverse effect on the functioning of the Company;
f) On the basis of the written representations received from the directors as or March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act;
g) The qualification relating to the maintenance of accounts and other matters connected therewith is as stated in
the Basis for Qualified Opinion section and in paragraph (b) above;
h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses qualified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to financial statements for the reasons stated therein;
i) With respect to the other matters to
be included in the Auditors Report in
accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V of the Act;
j) With respect to the other matters to
be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. As informed to us, the Company does not have any pending litigations which would impact its financial position of its Financial Statements.
ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the investor Education and Protection Fund-by the Company.
iv. (a) The Management has
represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that have been considered
reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
vi. Based on our examination, which included test checks, the Company has used accounting software(s) for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software(s).
Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Annexure "A"
To the Independent Auditors Report
Referred to in paragraph 1 under the heading Report on Other Legal and Regulatory Requirements section of our report to the Members of Wardwizard Foods and Beverages Limited.
In terms of the information and explanations sought by us and given by the company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
i. In respect of the Companys Property, Plant and
Equipment and Intangible Assets:
(a) (A) The Company has maintained proper
records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) The Company has program of physical verification of Property, Plant and Equipment, and right-of-use assets in a phased manner over the period of three years. However, during the financial year, the Company has not conducted physical verification of such assets. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanation given to us and on the basis of our examination of the records of the company, we report that title deeds of all other immovable properties (other than
properties where the company is the lessee and the lease agreements duly executed in favour of the lessee), disclosed in the financial statement are held in the name of the company.
(d) The Company has not revalued any of its Property, Plant and Equipment (including right- of-use assets) or intangible assets during the year ended March 31, 2026.
(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
ii. (a) The inventory has been physically verified by management during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate. Based on our audit procedures and verification of records, we report that no discrepancies of 10% or more in the aggregate for each class of inventory were noticed during the year during the period when physical verification on was carried out.
(b) The Company does not have working capital limits in the excess of Rs. 5 crores from banks or financial institution during the year on the basis of security of current assets. Accordingly, the requirement to report on clause 3(ii)(b) of the Order is not applicable to the Company.
iii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured to companies, firms, limited liability partnership or any other parties during the year other than those provided below.
(a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company has provided loans as below:
| Particulars | Loans |
| Aggregate amount granted during the year | |
| -Others | 3178.77 |
| Balance outstanding as at the March 31,2026 | |
| -Others | 2089.63 |
Based on the examination of records of the Company and according to the information and explanation given to us during the year, the Company has not provided loans, security or any guarantee or granted any advances in the nature of loans, secured or unsecured to subsidiaries, joint ventures and associates;
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made during the year and the terms and conditions of the grant of loans during the year are, prima facie, not prejudicial to the interest of the Company. The Company has not provided any guarantees or security or granted any advances in the nature of loans during the year.
(c) According to the information and explanation given to us, there is no stipulation of schedule of repayment of principal and payment of interest, we are unable to comment on regularity of payment of interest and repayment of principal.
(d) There are no over dues more than 90 days in respect of interest payment or repayment of principal.
(e) According to the information and
explanations given to us and on the basis of our examination of the records of the Company, there is no loan or advance in the nature of loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties.
(f) According to the information and
explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has granted loans or advances in the nature of loans either repayable on demand or Agreement does not specify any terms, aggregate amount of such loan is as under
| Particulars | Balance outstanding as at balance sheet (Rs. in Lakhs) | Percentage of to the total loans granted |
| Loan to | 2089.63 | 96.99% |
| Related | ||
| Parties |
iv. In our opinion and according to the information and explanations given to us, the Company has not directly or indirectly advanced loan to the persons covered under Section 185 of the Act or given guarantees or securities in connection with the loan taken by such persons and has complied with the provisions of section 186 of the Act, in respect of investments, loans, guarantee or security given, to the extent as applicable.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of sections 73 to 76
of the Act and the Rules framed there under. Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.
vi. The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the companies Act,2013 for the business activities carried out company. Accordingly, paragraph 3(vi) of CARO is not applicable to the company.
vii. In respect of statutory dues
(a) In our opinion, the Company has generally not been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, duty of Custom, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authority.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Goods and Services tax, duty of Custom, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2026 for a period of more than six months from the date they became payable except below:
| Particulars | Amount (Rs. in Lakhs) |
| TDS (Tax Deducted at source) | 20.74 |
(b) According to the information and explanation given to us, there are no statutory dues referred to in subclause (a) above that have not been deposited with the appropriate authorities on account of any dispute.
viii. As per the information and explanation provided to us and on the basis of examination of records of the company, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961and hence reporting under clause 3(viii) is not applicable.
ix. (a) In our opinion and according to the
information and explanations given to us, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to financial institutions, banks or the Government, except in respect of the borrowings Rs. 2,941.99 lakhs referred to in the Emphasis of Matter paragraph of our report, for which the relevant loan agreements were not provided to us.
(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(c) In our opinion and according to the information and explanation given to us, the company has utilized the money obtained by way of term loans during the year for the purposes for which they were obtained except for the following.
| Nature of the fund raised | Name of the Lender | Amount diverted (Rs. in Lakhs) | Purpose for for which Amount was Sanctioned | Purpose for which amount was utilized | Remarks |
| Term Loan | Mangalam Industrial Finance Limited | Rs. 985.50 out of Sanctioned limit of Rs. 1182 | Business Loan | Payment to Sister Concern | The borrowings were fully repaid during the year and no amount remained outstanding as at March 31, 2026. |
(d) On an overall examination of the financial statements of the Company, funds raised on short- term basis have, prima facie, not been used during the year for long-term purposes by the Company.
(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (as defined under the Act).
x. (a) The Company has not raised moneys by
way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x) (a) of the Order is not applicable.
(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
xi. As per the information and explanation provided
to us,
(a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.
(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
xiii. In our opinion and according to the information and explanation provided to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable Indian accounting standards.
xiv. (a) The Company has an adequate internal
audit system commensurate with the size and the nature of its business.
(b) The internal audit report of quarter 4 ended March 31,2026 was not made available to us till the date of the audit report; hence the internal audit report has not been considered by us.
xv. The Company has not entered into any noncash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi. (a) In our opinion, the Company is not required
to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi) (a) and (c) of the Order is not applicable.
(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi) (d) of the Order is not applicable.
xvii. The Company has not incurred cash losses in the current financial year; however, it incurred a cash loss of Rs. 216.91 lakhs immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company during the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. According to Section 135, Corporate Social Responsibility (CSR) is not applicable to the company, and hence reporting under clause 3(xx) of the order is not applicable.
xxi. The reporting under clause 3(xxi)of the order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.
Annexure "B"
To the Independent Auditors Report
(Referred to in paragraph 2(h) under Report on Other Legal and Regulatory Requirements section of our report to the Members of WARDWIZARD FOODS AND BEVERAGES LIMITED of even date
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub- section 3 of Section 143 of the Companies Act, 2013 (the "Act")
We have audited the internal financial controls over financial reporting of WARDWIZARD FOODS AND BEVERAGES LIMITED (the "Company") as of March 31, 2026 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Management of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the "ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
BASIS OF QUALIFIED OPINION
Based on the information and explanations provided to us and the audit procedures performed, we identified the following material weaknesses in the Companys internal financial controls over financial reporting as at 31 March 2026:
The Company has not established and maintained adequate internal financial controls with respect to:
(i) Procurement and sales process controls, including the absence of formal monitoring mechanisms and supporting documentation for purchase and sales transactions.
(ii) Documented credit terms and formal customer/ vendor agreements governing business transactions. Further, customer communications and supporting records were not adequately maintained to enable verification of the of the completeness and validity of transactions.
(iii) The Company did not have any internal control system for follow-up/recovery/adjustment of old outstanding receivables and payables including Balance confirmation and reconciliation. These deficiencies indicate material weaknesses in the design and operating effectiveness of internal financial controls over financial reporting, which could potentially result in misstatements not being prevented or detected on a timely basis.
A Material weakness is a deficiency, or a combination of deficiency, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual financial statement will not be prevented or detective on timely basis.
QUALIFIED OPINION
In our opinion, except for the possible effects of the material weaknesses described in the Basis for Qualified Opinion paragraph, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting as at 31 March 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
We have considered the material weaknesses identified and reported above in determining the nature, timing and extent of audit procedures applied in our audit of the financial statements of the Company for the year ended 31 March 2026, and the material weaknesses do not affect our opinion on the financial statements of the Company.
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