Wardwizard Healthcare Ltd Auditor Reports

To the Members of

WARDWIZARD HEALTHCARE LIMITED

(Formerly known as Ayoki Merchantile Limited)

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of WARDWIZARD HEALTHCARE LIMITED (Formerly known as Ayoki Merchantile Limited) which comprise the Balance Sheet as at 31st March, 2024, and the Statement of Profit and Loss, including other comprehensive income, Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounrng policies and other explanatory informaron (hereinafter referred to as the "financial statements").

In our opinion and to the best of our informaron and according to the explanarons given to us, the aforesaid financial statements give the informaron required by the Companies Act, 2013 as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounrng principle generally accepted in India, of the state of affairs of the Company as at 31st March, 2024, the loss and total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Audirng (SAs), as specified under Secron 143(10) of the Act. Our responsibilires under those Standards are further described in the Auditors Responsibilires for the Audit of the Financial Statements secron of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Insrtute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilires in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31st March, 2024. 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. For the matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matter described below to be the key audit matter to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Key Audit Matter	How The Matter Was Addressed in Our Audit
During the current reporting period, the Company underwent significant changes, including a change in its management, promoter ownership, na me from "Ayoki Merchanttle Limited" to "Wardwizard Healthcare Limited" and a substantial alteration in its business object. The specific details of these changes are as follows: -	Our procedures to address the matter included, but were not limited to, the following:
> Business Object Change:	> Review of Board and Shareholders Resolutions:
Establishing and managing hospitals, dispensaries, and other healthcare services, providing medical consultancy and technical know-how both domestically and internationally, supporting and participating in medical research for disease control and enhancing medical services.	We reviewed the resolutions passed by the Board of Directors and the shareholders approving the name change and the alteration in the business object.
> Change in Ownership:	> Regulatory Filings:
These changes included the appointment of new key executives and a transfer of ownership control from the previous promoters to new ones.	We obtained filings made with the relevant regulatory authorities to confirm compliance with applicable regulations related to transfer of ownership.
	> Disclosure in Financial Statements:
	We evaluated the adequacy of disclosures in the financial statements regarding the change in name and business object to ensure they provide sufficient information to the users of the financial statements. Refer note no.8 of the financial statements for disclosure of change in promoter ownership.

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 Annual report, 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 such other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 in this regard.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Board of Directors is also responsible for 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 statements that 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.

Those Board of Directors are 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 scepticism 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 infernal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate infernal financial controls with reference to financial statements 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 management.

• Conclude on the appropriateness of managements use of the going concern basis of 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. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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.

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 them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

• The financial statements of the Company for the year ended 31st March, 2023 were audited by

the predecessor auditor who expressed an unmodified opinion on those financial statements on

12th May, 2023. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

A) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

B) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

C) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

D) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act;

E) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

F) With respect to the adequacy of the internal financial Controls over financial reporrng of the Company and the operarng effecrveness of such Controls, refer to our separate Report in "Annexure B".

G) In our opinion, the managerial remuneraron for the year ended 31st March, 2024 has been paid / provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.

H) 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 informaron and according to the explanarons given to us:

a) The Company has disclosed the impact of pending lirgarons, if any, on its financial posiron in its financial statements. Refer Note No. 21 of the financial Statements.

b) The Company did not have any long-term contracts including derivarve contracts for which there were any material foreseeable losses;

c) There were no amounts which were required to be transferred to the Investor Educaron and Protecron Fund by the Company.

d)

i. The management has represented that, to the best of its knowledge and belief, no funds 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 persons or enrres, including foreign enrres ("Intermediaries"), with the understanding, whether recorded in wrirng or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or enrres idenrfied in any manner whatsoever by or on behalf of the company ("Ulrmate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ulrmate Beneficiaries;

ii. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the company from any persons or enrres, including foreign enrres ("Funding Parres"), with the understanding, whether recorded in wrirng or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or enrres idenrfied in any manner whatsoever by or on behalf of the Funding Party ("Ulrmate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ulrmate Beneficiaries; and

iii. Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has come to their not?ce that has caused them to believe that the representat?ons under sub-clause (i) and (ii) contain any material mis-statement.

e) The company has not declared any dividend during the year under review.

f) Based on our examinat?on, which included test checks, the Company has migrated from the old account?ng software to updated account?ng software which has a feature of recording audit trail (edit log) facility for maintaining its books of account during the financial year ended 31st March 2024, for all relevant transact?ons recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, report?ng under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservat?on of audit trail as per the statutory requirements for record retent?on is not applicable for the financial year ended 31st March 2024.

For Mahesh Udhwani & Associates

Chartered Accountants

FRN :129738W

Mahesh Udhwani

Partner

M.N:- 047328

UDIN: 24047328BJZYOX3894

Place: Vadodara

Date: 30/05/2024

Annexure "A" to the independent Auditors Report

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Members of WARDWIZARD HEALTHCARE LIMITED of even date)

To the best of our informaron and according to the explanarons provided to us by the Company and the books of account and records examined by us in the normal course of audit, we report that:

I. a) i) The Company has maintained proper records showing full parrculars, including

quantitative details and situaron of Property, Plant and Equipment and relevant details of right-of-use assets.

ii) The Company has not capitalized any intangible assets in the books of the Company and accordingly, the requirement to report on clause 3(i)(a)(B) of the Order is not applicable to the Company.

b) The Company has carried out physical verificaron of Property, Plant and Equipment, and right-of-use assets, and has a program to cover all the assets. According to the informaron and explanarons given to us, no material discrepancies were norced on such verificaron.

c) Based on our examinaron of records available the company does not have any immovable properres disclosed in the financial statements except for a building taken on lease. The lease agreement for this building has been duly executed in favor of the lessee.

d) The Company has not revalued any of its Property, Plant and Equipment (including right- of-use assets) and intangible assets during the year.

e) There are no proceedings inirated or are pending against the Company for holding any benami property under the Prohibiron of Benami Property Transacrons Act, 1988 and rules made thereunder

II. a) According to the informaron and explanaron given to us, the Companys business carried

out during the year does not require maintenance of inventories and, accordingly, the requirements under paragraph 3(ii)(a) of the Order is not applicable to the company.

b) According to the informaron and explanaron given to us, the Company does not have any working capital limits from banks or financial insrturons 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. During the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to or made any investments in any companies, firms, Limited Liability Partnerships or any other part?es. Accordingly, the requirement to report on clause 3(iii) of the Order is not applicable to the Company.

IV. The Company has complied with the provisions of sect?ons 185 and 186 of the Act in respect of loans, investments, guarantees and security, as applicable.

V. According to the informat?on and explanat?ons given to us, the Company has not accepted any deposit from the public during the year and hence the direct?ves issued by Reserve Bank of India and provisions of sect?on 73 to 76 or any other relevant provisions of the Act and the rules framed there under, are not applicable.

VI. We have been informed by the management that the Central Government has not prescribed maintenance of cost records for the Company under sub-sect?on (1) of sect?on 148 of the Companies Act, 2013 for any of the services rendered by the Company. Therefore, the provision of clause 3 (vi) is not applicable.

VII. a. The company is generally regular in deposit?ng with appropriate authorit?es undisputed

statutory dues including provident fund, employees state insurance, income tax, goods and service tax and other material statutory dues applicable to it. According to the informat?on and explanat?ons given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2024 for a period of more than six months from the date they become payable. As informed to us sales tax, duty of customs, duty of excise are currently not applicable to the company.

b. As per the records maintained by the company and according to the informat?on and explanat?on given to us, there is no disputed income tax or wealth tax or goods and service tax or duty of customs or duty of excise or cess which have not been deposited on account of any dispute except as below:

Name of the Statute	Nature of the dues	Amount (Rs. In Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax Demand	3.06	A.Y. 1985-86	A.O.
Income Tax Act, 1961	Income Tax Demand	1.40	A.Y. 2009-10	A.O.

VIII. As per the informaron and explanaron given to us, the Company has not surrendered or disclosed any transacron, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

IX. a. In our opinion and according to the informaron and explanarons given to us, the Company

has not defaulted in the repayment of loans or borrowings to financial insrturons, banks and government.

b. According to the informaron and explanarons given to us, the Company has not been declared wilful defaulter by any bank or financial insrturon or any other lender.

c. The Company did not have any term loans outstanding during the year hence, the requirement to report on clause 3(ix)(c) of the Order is not applicable to the Company.

d. On an overall examinaron 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. The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company.

f. The Company has not raised loans during the year and hence reporrng on clause 3(ix)(f) of the order is not applicable.

X. a. According to the informaron and explanarons given to us, the Company has not raised money

through iniral public offer or further public offer (including debt instruments) and term loans and hence the provisions of paragraph 3(x) (a) of the Order are not applicable.

b. The Company has not made any preferenral allotment or private placement of shares / fully or parrally or opronally converrble debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

XI a. During the course of our examinaron of the books of account and records of the Company, carried out in accordance with generally accepted audirng pracrces in India and according to the informaron and explanarons given to us, we have neither come across any incidence of fraud on or by the Company norced or reported during the year, nor we have been informed of any such case by the management.

b. During the year, no report under sub-secron (12) of secron 143 of the Companies Act, 2013 has been filed by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c. According to the informaron and explanarons given to us, there are no whistle blower complaints received by the Company during the year.

XII. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a) to (c) of the Order is not applicable to the Company.

XIII. According to the informaron and explanaron given to us and based on our examinaron of the records of the company, transacrons with the related parres are in compliance with Secron 177 and 188 of the Act, wherever applicable, details of such transacrons are disclosed in the Financial Statements as required by the applicable accounrng standards.

XIV. a. The Company has an internal audit system commensurate with the size and nature of its

business.

b. The internal audit reports of the Company issued rll the date of the audit report, for the period under audit have been considered by us.

XV. According to the informaron and explanarons given to us, the company has not entered into any non-cash transacrons with directors or persons connected with him. Hence the provisions of secron 192 of Companies Act, 2013 are not applicable.

XVI. a. The Company is not required to be registered under secron 45-IA of the Reserve Bank of

India Act, 1934. Accordingly, reporrng under clause 3(xvi) (a), (b) and (c) of the Order is not applicable to the Company.

b. In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Direcrons, 2016 and accordingly reporrng under clause 3(xvi)(d) of the Order is not applicable.

XVII. According to the informaron and explanatons given to us, the Company has incurred cash losses amounting to Rs. 31.05 Lakhs in the current year and amounting to Rs. 3.10 Lakhs in the immediately preceding financial year respectvely.

XVIII. There has been resignaton of the statutory auditors of the Company during the year and we have taken into consideraton the reasons given by the outgoing auditors.

XIX. On the basis of the financial ratos disclosed in to the financial statements, ageing and expected dates of realizaton of financial assets, and payment of financial liabilites, other informaton accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examinaton of the evidence supportng the assumptons, nothing has come to our attenton, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meetng its liabilites existng 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 reportng is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilites 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 the informaton and explanatons given to us and based on our examinaton of the financial statement of the company the provisions of Secton 135 of the Act is not applicable to the Company and hence, the requirement to report on clause 3(xx)(a) and (b) of the Order is not applicable to the Company.

XXI. The reportng 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.

For Mahesh Udhwani & Associates
Chartered Accountants
FRN :129738W
Mahesh Udhwani	UDIN: 24047328BJZYOX3894
Partner	Place: Vadodara
M.N:- 047328	Date: 30/05/2024

Annexure "B" to the Independent Auditors Report

(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of WARDWIZARD HEALTHCARE LIMITED of even date)

Report on the Internal Financial Controls 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 HEALTHCARE LIMITED (Formerly known as Ayoki Mercantle Limited) ("the Company") as of 31st March, 2024 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on 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 (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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting 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") and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. 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.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2024, based on the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by ICAI.

For Mahesh Udhwani & Associates
Chartered Accountants
FRN :129738W
Mahesh Udhwani	UDIN: 24047328BJZYOX3894
Partner	Place: Vadodara
M.N:- 047328	Date: 30/05/2024