Wardwizard Foods & Beverages Ltd Directors Report

Dear Members,

Your Board of Directors (the "Board") have immense pleasure in presenting the st Annual Report on the business and operations of Wardwizard Foods and Beverages Limited (the Company) for the Financial Year ended

FINANCIAL HIGHLIGHTS:

Your Companys financial performance for the year ended March , is as below:

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS & FUTURE OUTLOOK:

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

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

Key initiatives in process optimization and expansion into both domestic and international markets are underway, which are expected to support sustainable growth and long-term value creation for stakeholders Future Outlook and Capital Project.

Future Outlook:

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

While external challenges and market uncertainties persist, the Company is strategically positioned to leverage emerging opportunities in both domestic and international markets. With a clear emphasis on sustainable growth and innovation, Wardwizard Foods and Beverages Limited is committed to creating long-term value for its stakeholders.

Capital Projects for FY –

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

Any future capital investments will be carefully aligned with emerging business opportunities and the Companys long-term growth strategy, ensuring prudent deployment of resources.

INDIAN ACCOUTING STANDARD, :

The Financial Statements for the year ended on st March, have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, , prescribed under Section _ of the Companies Act, (‘the Act) and other recognized accounting practices and policies to the extent applicable.

LISTING OF EQUITY SHARES:

The Companys equity shares are listed on The BSE Limited (Scrip Code: )

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

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

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

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANYS OPERATION IN FUTURE:

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

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In compliance with MCA and SEBI Circulars, printing and dispatch of physical Annual Reports for the financial year ended - to the shareholders has been dispensed with. Hence the Notice of the AGM along with the Annual Report - is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/Depositories, unless any member has requested for a physical copy of the same.

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

Members may note that the Notice and Annual Report - will also be available on the Companys website www.wardwizardfoods.com

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

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

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

ACCEPTANCE OF PUBLIC DEPOSITS:

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

. DETAILS OF TRANSFER TO RESERVES:

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

. DIVIDEND:

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

. DIVIDEND DISTRIBUTION POLICY:

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

. TRANSFER UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND _IEPF_:

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

. SHARE CAPITAL:

Authorised Share Capital:

The Authorised Share Capital of the Company

(Rupees Twenty-eight crore only) divided into ,,,_ (Twenty-eight crore) equity shares of

each of the Company.

Paid up Share Capital:

The Companys paid-up equity share capital as on st March, was ,,,_ (Rupees Twenty-five crore seventy-one lakh forty thousand).

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

No Bonus Shares were issued during the year under review.

Employee Stock Option Plan:

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

. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

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

. MANAGEMENT DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Directors

DIN/PAN	Name of Director	Designation	Original date of Appointment	Date of Cessation
	Mrs. Sheetal	Managing Director &	--
	Mandar Bhalerao	Chairperson
	Mr. Yatin	Non- Executive	--
	Sanjay Gupte	Non Independent Director
	Mr. Sanjay	Non- Executive	--
	Mahadev Gupte	Non Independent Director
	Mr. Sanjay	Non-Executive	--	--
	Rajendra Soni	Independent Director
	Dr. John	Non-Executive	--	--
	Joseph	Independent Director
	Lt. General	Non-Executive	--	--
	Jai Singh Nain	Independent Director
	Mr. Paresh Thakkar	Non-Executive	--	--
		Independent Director
	Mr. Nihar	Non-Executive	--	--
	Ashokbhai Naik	Independent Director
	Ms. Mansi	Non-Executive	--	--
	Jayendra Bhatt	Independent Director

Appointment and Re-appointment

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

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

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

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

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

Key Managerial Personnel:

The Company has following persons as Key Managerial Personnel under the Companies Act, : As on st March,

Name	Designation
Mrs. Sheetal Mandar Bhalerao	Managing Director & Chairperson
Ms. Sejal Manharbhai Varia	Chief Financial Officer
Ms. Bhoomi Ketan Talati	Company Secretary & Compliance Officer

. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

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

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

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

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

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

. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION _ OF THE COMPANIES ACT, :

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 _(_)(c) of the Act: I) That in the preparation of the Annual Financial Statements for the FY ended st March, , 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 st March, and of the loss of the Company for the period ended on that date.

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

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

V) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each of the Independent Directors under Section _(_) of the Act that they meet the criteria of independence laid down in Section _(_) of the Act and Regulations (_) (b) & of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section _ of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

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

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

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

. MEETING OF INDEPENDENT DIRECTORS:

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

• Evaluation of the performance of Non-Independent Directors and the Board of Directors.

• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.

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

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

. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

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

Audit Committee

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

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

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

Nomination, Remuneration and Compensation Committee

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

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

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

Stakeholders Relationship Committee

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

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

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

Risk Management Committee

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

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

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

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

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

. BOARD PROCESSES, PROCEDURES AND PRACTICES:

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

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

These include:

Frequency of meetings:

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

Board agenda:

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

Availability of information to the Board:

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

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

• Quarterly results for the Company

• Minutes of meetings of audit committee and other committees of the Board

• General notices of interest received from Directors.

• Show cause, demand, prosecution notices and penalty

• Notices which are materially important.

• Fatal or serious accidents, dangerous occurrences, any material e_uent or pollution problems

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

Role of Chairperson and Managing Director:

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

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

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

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

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

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

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

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

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

Role of CFO:

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

Role of Company Secretary in Overall Governance Process:

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

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

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

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

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

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

. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

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

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

. CODE OF CONDUCT:

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

The detail policy on the Code of Conduct is available on the website at https://www.wardwizardfoods. com/assets/investor_/Policy/CODE% O F % _ _ C O N D U C T % _ _ O F % _ _ B O A R D % _ _ O F % _ _ D I R E C T O R S % _ _ A N D % _ _ S E N I O R % _ _ MANAGEMENT%PERSONNEL.pdf

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

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

. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

. DISCLSOURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

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

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

a) Objects of the Policy:

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

? align individual and team reward with business performance in both the short term and long term; ? encourage executives to perform to their fullest capacity; ? to be competitive and cost effective; ? formulation of criteria for identification and selection of the suitable candidates for the various positions; ? to recommend policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company; ? recommend to Board on appropriate performance criteria for the Directors and carry on the performance evaluation of the Directors; ? to identify ongoing training and education programs for the Board to ensure that Non-Executive Directors are provided with adequate information regarding options of the business, the industry and their legal responsibilities and duties; ? to assist Board in ensuring Board nomination process in accordance with the Board Diversity policy; ? to recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

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

? level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; ? relationship of remuneration to performance is clear and meets appropriate performance benchmarks; ? remuneration to Directors, KMPs and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

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

d) Term/tenure of appointment, removal, retirement e) Remuneration Policy for Directors, KMPs and other employees

f) Evaluation process g) Flexibility, judgment and discretion

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

The Nomination and Remuneration Policy of the Company is displayed on the website of the Company at h t t p s : //w w w.w a r d w i z a r d f o o d s .c o m /a s s e t s / inve stor_/Polic y/NOMINATION%

& % _ _ R E M U N E R A T I O N - % _ _ C U M % _ _ %E_%%BOARD%DIVERSITY%POLICY.pdf

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

. ANNUAL RETURN

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

. CORPORATE SOCIAL RESPONSIBILTY POLICY

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

. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANTTOTHEPROVISIONSOFSECTION _M_ OF THE COMPANIES ACT, _ACT_ READ WITH THE COMPANIES _ACCOUNTS_ RULES,

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

. STATUTORY AUDITORS

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

M/s. Mahesh Udhwani & Associates, Chartered Accountants have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section _ of the Act read with Rule _ of the Companies (Audit and Auditors) Rules, . 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.

Auditors Report:

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

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

. INTERNAL AUDITORS:

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

. SECRETARIAL AUDITORS:

Pursuant to the provisions of Regulation A of the Listing Regulation and Section _ of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, , the Company is required to appoint Secretarial Auditors for a period of five consecutive financial years commencing from FY –. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on th February, , approved the appointment of MR. Kamal A Lalani, Practicing Company Secretaries, Peer Reviewed Certificate No. /, as Secretarial Auditors of the Company for a term of five years, i.e., from _st April, to st March, , subject to approval of the Members at the ensuing Annual General Meeting.

Secretarial Audit Report:

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

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

. ANNUAL SECRETARIAL COMPLIANCE REPORT:

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

. COST RECORDS AND COST AUDIT REPORT:

During the financial year under review, your Company has not crossed the threshold limits prescribed for appointment of Cost Auditor as per provisions of Section _ of the Companies Act, and rules made thereunder.

. REPORTING OF FRAUDS BY AUDITORS:

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

. INSIDER TRADING CODE:

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

& Share Transfer Agent of the Company, to monitor/ facilitate compliance with the SEBI (Prohibition of Insider Trading) Regulations, , as amended.

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

. VIGIL MECHANISM _WHISTLE BLOWER POLICY_:

The Vigil Mechanism as envisaged in the Companies Act, , the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) 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 behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is afirmed 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.

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

The brief detail about this mechanism may be accessed on the Companys website at the weblink: https:// w w w.wardwizardfo o ds.com/ass ets/inve st or_/ Policy/VIGIL%MECHANISM%AND% WHISTLE%BLOWER%POLICY.pdf

. RISK MANAGEMENT:

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

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

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

. COMPLIANCE:

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

. SECRETARIAL STANDARDS:

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

. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

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

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

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

TEMPUS CENTRAL: With increase in the hiring requirements to match the growth & expansion plans;

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

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

. INVESTOR RELATIONSHIP:

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

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

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

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

. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPALCE _PREVENTION, PROHIBITION & REDRESSAL_ ACT, :

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition

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

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

Particulars	No. of Complaints
Complaints filed during the financial year	NIL
Complaints disposed of during the financial year	NA
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://www.wardwizardfoods. com/assets/investor_/Policy/POLICY%ON%PREVENTION%OF%SEXUAL%HARRASMENT.pdf

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

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

Key Compliance Measures:

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

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

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

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

. 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 - is attached to the Balance Sheet.

. CREDIT RATING:

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

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

. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

. CORPORATE GOVERNANCE:

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

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

. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, :

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

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

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

. ACKNOWLEDGMENTS:

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

	For Wardwizard Foods and Beverages Limited
	SD/-
	Sheetal Mandar Bhalerao
Place: Vadodara	Managing Director
Date: --	DIN: