Wardwizard Healthcare Ltd Directors Report

Dear Members,

Your Board of Directors (the “Board”) have immense pleasure in presenting the 41^st Report of the Board of Directors (“Board”) on the business and opera ons of the Company, together with Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

Your Companys financial performance for the year ended March 31, 2025 is as below:

Par culars	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from Opera on	41.70	11.10
Other Income	0.16	0.36
Total Income A	41.86	11.46
Cost of Materials consumed	-	-
Purchase of Stock-in-Trade	25.34	-
Changes in inventories of finished goods, Work in Progress and Stock in Trade	(15.90)	-
Employees Benefit Expenses	83.78	19.43
Finance costs	55.14	2.55
Deprecia on and Amor za on Expenses	49.47	8.07
Other Expenses	126.52	23.08
Total Expenses B	324.35	53.13
Pro t / Loss Before - C = (A-B)	(282.48)	(41.67)
Pro t / Loss from Ordinary Ac vi es Before Finance Cost	-	-
Finance Cost	-	-
Pro t / Loss from Ordinary Ac vi es a er Finance Cost	-	-
Current Tax	-	-
Excess Tax Provision for Earlier Year & Deferred Expenses	-	3.66
Deferred Tax	(11.16)	(0.47)
Total Taxes D	(11.16)	3.19
Pro t / (Loss) for the year - E= (C-D)	(271.33)	(44.86)
Paid up Equity Share Capital - F	24.50	24.50
Earnings per share G = (E/F)	(110.75)	(18.31)

2. STATE OF COMPANY AFFAIRS & CHANGE IN NATURE OF BUSINESS.

The Company is engaged in the business of hospital opera ons, healthcare services, and activities related to Ayurveda prac oners. There has been no change in the nature of the Companys business during the financial year ended March 31, 2025.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended March 31, 2025, have been prepared in accordance with the Indian Accoun ng Standards (Ind AS) prescribed under the Companies (Indian Accoun ng Standards) Rules, 2015, as specified under Sec on 133 of the Companies Act, 2013, and other applicable accoun ng principles and policies.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2024 25, in view of the losses incurred by the Company during the year.

Further, in accordance with Regulation 43A of the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulations, 2015, the requirement to formulate a Dividend Distribu on Policy is applicable only to the top 1,000 listed en es based on market capitaliza on. As the Company does not fall under the list of top 1,000 listed en es as per the criteria prescribed, the provisions rela ng to the Dividend Distribu on Policy are not applicable to the Company.

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

Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Sec on 125 of the Companies Act, 2013 do not apply to the Company.

5. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account.

6. DETAILS OF TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves due to the absence of any profits for the Financial Year 2024-25.

7. LISTING ON STOCK EXCHANGES

The Companys equity shares are listed on The BSE Limited (Scrip Code: 512063). The Company has paid the Annual Lis ng Fees for the Financial Year 2025-26 to the said Stock Exchange as required.

8. SHARE CAPITAL

The Companys paid-up equity share capital as on March 31, 2025 was Rs. 24.50 lakhs. There is no change in the share capital of the Company during the period under review.

a) BUY BACK OF SECURITIES

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

b) SWEAT EQUITY

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

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company con nues to benefit from the knowledge and experience of its Directors and Execu ves.

DIRECTORS

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

Sr. No. Name of Director	DIN	Designa on
1. *Mr. Gaurav Jayant Gupte (Appointed on August 11, 2023)	06741475	Chairman and Managing Director
2. Mr. Ya n Sanjay Gupte (Appointed on August 11, 2023)	07261150	Non-Execu ve Non-Independent Director
3. Mrs. Sheetal Mandar Bhalerao (Appointed on August 11, 2023)	06453413	Non-Execu ve Non-Independent Director
4. Mr. Dharmendra Ramabhai Bhaliya (Appointed on August 11, 2023) (Ceased on August 11, 2023)	10176412	Non-Execu ve Independent Director
5. Mrs. Mansi Jayendra Bha (Appointed on August 11, 2023)	10177722	Non-Execu ve Independent Director
6. Mr. Mitesh Ghanshyambhai Rana (Appointed on February 29, 2024)	06770916	Non-Execu ve Independent Director
7. Mr. Paresh Prakashbhai Thakkar (Appointed on February 29, 2024)	08265981	Non-Execu ve Independent Director

Note:

*Mr. Gaurav Jayant Gupte was first appointed as a Director on August 11, 2023. He was later designated as the Managing Director on September 29, 2023.

Resigna on of Director:

Resigna on of Mr. Dharmendra Ramabhai Bhaliya (DIN: 10176412) as Non-Execu ve Independent Director:

Mr. Dharmendra Ramabhai Bhaliya (DIN: 10176412) has resigned from the posi on of Non-Execu ve Independent Director with effect from April, 11, 2025, due to certain assignments and personal commitments and there are no material reasons other than men oned in his resigna on le er.

All the Directors of the Company have con rmed that they are not disqualified from being appointed as Directors in terms of Sec on 164 of the Act and not debarred or disqualified by the Securities and Exchange Board of India (the “SEBI”) / Ministry of Corporate A airs (the “MCA”) or any such statutory authority from being appointed or con nuing as Director of the Company or any other Company where such Director holds such posi on in terms of Regulation (10)(i) of Part C of Schedule V of Lis ng Regulations. A Cer cate to this effect, duly signed by CS Kamal A Lalani Trivedi, Prac cing Company Secretary is annexed to Corporate Governance Report.

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite pro ciency, exper se and experience.

Opinion of the Board with regard to integrity, exper se and experience (including pro ciency) of the Independent Directors:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respec ve domains and meet the criteria regarding integrity, exper se, experience and pro ciency. Their quali ca ons, specialized domain knowledge, strategic thinking & decision making and vast experience in varied elds has immensely contributed in strengthening the Companys processes to align the same with good industry prac ces.

RETIREMENT BY ROTATION

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

Mrs. Sheetal Mandar Bhalerao (DIN: 06453413), Non-Execu ve Non- Independent Director, shall re re by rota on and being eligible, offers herself, for re-appointment. Details of the proposal for the re-appointment of Mrs. Sheetal Mandar Bhalerao along with her brief resume is men oned in the Explanatory Statement under Sec on 102 of the Act and disclosure under Regulation 36(3) of the Lis ng Regulations as annexed to the No ce of the 41^st AGM. The Board recommends the re-appointment of the above Director.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sec ons 2(51) and 203 of the Act read with the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014 (as amended from me to me), the Company has the following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr. No. Name of Key Managerial Person	Designa on
1. Mr. Gaurav Jayant Gupte (Appointed on August 11, 2023)	Chairman and Managing Director
2. Mr. Dharmeshkumar Ashwinbhai Chauhan (Resigned on February 15, 2025)	Company Secretary & Compliance Officer
3. Mrs. Mi al Patel (Appointed on August 11, 2023)	Chief Financial Officer (“CFO”)
4. *Mr. Dikshant Singh Panwar (Appointed on May 12, 2025)	Company Secretary & Compliance Officer

* Mr. Dikshant Singh Panwar was introduced as Company Secretary & Compliance Officer in the Board Mee ng held on May 12, 2025 in reference to the resigna on of Mr. Dharmeshkumar Ashwinbhai Chauhan on February 15, 2025.

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

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses. The Board of Directors of the Company met 8 (Eight) mes to transact the business of the Company in accordance with Regulation 17 of SEBI (LODR) Regulation 2015, and/or provisions contained in Sec on 173(1) of the Companies Act read with Rules made thereunder. The Board meetings are held on following dates during the year.

Sr. No.	Date	Day
1	April 22, 2024	Monday
2	May 30, 2024	Thursday
3	August 14, 2024	Wednesday
4	August 29, 2024	Thursday
5	September 06, 2024	Friday
6	September 16, 2024	Monday
7	November 14, 2024	Thursday
8	February 10, 2025	Monday

Details of the a endance of the Directors at the Board meetings held during the year ended March 31, 2025 are as follows:

Name of the Director	Number of Board Mee ngs
	En tled to a end	A ended
Mr. Gaurav Jayant Gupte	8	8
Mr. Ya n Sanjay Gupte	8	6
Mrs. Sheetal Mandar Bhalerao	8	7
Mr. Dharmendra Ramabhai Bhaliya	8	8
Mrs. Mansi Jayendra Bha	8	8
Mr. Mitesh Ghanshyambhai Rana	8	8
Mr. Paresh Prakashbhai Thakkar	8	8

Terms of reference:

Pursuant to the provisions of Sec on 177 (8) of the Companies Act 2013 read with Rules 6 & 7 of the Companies (Mee ngs of the Board and its Powers) Rules, 2013, the details pertaining to the cons tu on of the Audit Commi ee are herein provided

Name of the Director	Designa on in Commi ee	Category	Date of Appointment in Commi ee	Cessa on Date
Mrs. Mansi Jayendra Bha	Chairperson	Non-Execu ve Independent Director	August 11, 2023	NA
Mr. Dharmendra Ramabhai Bhaliya	Member	Non-Execu ve Independent Director	August 11, 2023	April 11, 2025
Mr. Mitesh Ghanshyambhai Rana	Member	Non-Execu ve Independent Director	February 29, 2024	NA
Mr. Paresh Prakashbhai Thakkar	Member	Non-Execu ve Independent Director	February 29, 2024	NA
Mr. Gaurav Jayant Gupte	Member	Managing Director	August 11, 2023	NA

Mee ngs and Attendanceduring the year

6 (Six) Audit Commi ee meetings were held during FY 2024-25. The meetings were held on the following dates:

Sr. No.	Date of Audit Commi ee Mee ng
1.	22-04-2024
2.	30-05-2024
3.	14-08-2024
4.	29-08-2024
5.	14-11-2024
6.	10-02-2025

Attendanceof Directors in the meetings are as under:

Name of Director	No. of Mee ngs held during the tenure of Membership	No. of Mee ngs A ended
Mrs. Mansi Jayendra Bha	6	6
Mr. Dharmendra Ramabhai Bhaliya	6	6
Mr. Mitesh Ghanshyambhai Rana	6	6
Mr. Paresh Prakashbhai Thakkar	6	6
Mr. Gaurav Jayant Gupte	6	6

Further as per Sec on 177(8) of the Act, as amended from me to me, there have been no instances during the year where recommenda ons of the Audit Commi ee were not accepted by the Board of Directors.

The minutes of the Audit Commi ee are reviewed by the Board at its subsequent meetings.

The previous Annual General Mee ng (AGM) of the Company was held on September 26, 2024 and the same was a ended by the Chairperson of the Audit Commi ee.

The Company Secretary of the Company act as the Secretary of the Audit Commi ee.

12. NOMINATION AND REMUNERATION COMMITTEE

Terms of reference:

The details pertaining to the cons tu on of the Nomina on and Remunera on Commi ee as required under the provisions of Sec on 178(1) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

Name of the Director	Designa on in Commi ee	Category	Date of Appointment in Commi ee	Cessa on Date
Mr. Dharmendra Ramabhai Bhaliya	Chairman	Non-Execu ve Independent Director	August 11, 2023	April 11, 2025
Mrs. Mansi Jayendra Bha	Member	Non-Execu ve Independent Director	August 11, 2023	NA
Mr. Mitesh Ghanshyambhai Rana	Member	Non-Execu ve Independent Director	February 29, 2024	NA
Mr. Paresh Prakashbhai Thakkar	Member	Non-Execu ve Independent Director	February 29, 2024	NA
Mrs. Sheetal Mandar Bhalerao	Member	Non-Execu ve Non- Independent Director	August 11, 2023	NA

Mee ngs and Attendanceduring the year

1 (One) Nomina on & Remunera on Commi ee meetings were held during FY 2024-25. The meetings were held on the following dates:

Sr. No.	Date of Nomina on & Remunera on Commi ee Mee ng
1.	29/08/2024

Attendanceof Directors in the meetings is as under:

Name of Director	No. of Mee ngs held during the tenure of Membership	No. of Mee ngs A ended
Mr. Dharmendra Ramabhai Bhaliya	1	1
Mrs. Mansi Jayendra Bha	1	1
Mr. Mitesh Ghanshyambhai Rana	1	1
Mr. Paresh Prakashbhai Thakkar	1	1
Mrs. Sheetal Mandar Bhalerao	1	1

The minutes of the Nomina on & Remunera on Commi ee are reviewed by the Board at its subsequent meetings.

The previous Annual General Mee ng (AGM) of the Company was held on September 26, 2024 and the same was a ended by the Chairperson of the Nomina on & Remunera on Commi ee.

The Company Secretary of the Company act as the Secretary of the Nomina on & Remunera on Commi ee.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the cons tu on of the Stakeholders Rela onship Commi ee as required under the provisions of Sec on 178(5) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

Name of the Director	Designa on in Commi ee	Category	Date of Appointment in Commi ee	Cessa on Date
Mr. Paresh Prakashbhai Thakkar	Chairman	Non-Execu ve Independent Director	February 29, 2024	NA
Mr. Dharmendra Ramabhai Bhaliya	Member	Non-Execu ve Independent Director	August 11, 2023	NA
Mrs. Mansi Jayendra Bha	Member	Non-Execu ve Independent Director	August 11, 2023	NA
Mr. Mitesh Ghanshyambhai Rana	Member	Non-Execu ve Independent Director	February 29, 2024	NA
Mr. Ya n Sanjay Gupte	Member	Non-Execu ve Non- Independent Director	August 11, 2023	NA

Mee ngs and Attendanceduring the year

1 (One) Stakeholders Rela onship Commi ee meetings were held during FY 2024-25. The meetings were held on the following dates:

Sr. No.	Date of Stakeholders Rela onship Commi ee Mee ng
1.	14/11/2024

Attendanceof Directors in the meetings is as under:

Name of Director	No. of Mee ngs held during the tenure of Membership	No. of Mee ngs A ended
Mr. Paresh Prakashbhai Thakkar	1	1
Mr. Dharmendra Ramabhai Bhaliya	1	1
Mrs. Mansi Jayendra Bha	1	1
Mr. Mitesh Ghanshyambhai Rana	1	1
Mr. Ya n Sanjay Gupte	1	1

The minutes of the Stakeholders Rela onship Commi ee are reviewed by the Board at its subsequent meetings.

The previous Annual General Mee ng (AGM) of the Company was held on September 26, 2024 and the same was a ended by the Chairperson of the Stakeholders Rela onship Commi ee.

The Company Secretary of the Company act as the Secretary of the Stakeholders Rela onship Commi ee.

14. BOARD EVALUATION

The Board of Directors has carried out an annual evalua on of its own performance, Board Commi ees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board a er seeking inputs from all the directors on the basis of criteria such as the Board composi on and structure, e ec veness of board processes, informa on and func oning etc. The performance of the Commi ees was evaluated by the Board a er seeking inputs from the Commi ee members on the basis of criteria such as the composi on of Commi ees, e ec veness of Commi ee meetings etc.

The above criteria are broadly based on the Guidance Note on Board Evalua on, a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Execu ve and Non-Execu ve Directors.

The Board has reviewed the performance of individual directors on the basis of criteria such as contribu on of the individual director to the Board and Commi ee meetings like preparedness on the issues to be discussed, meaningful and construc ve contribu on and inputs in meetings etc.

At the Board meeting which followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual directors was also discussed. Performance evalua on of Independent Directors was done by the en re Board.

A separate meeting of the Independent Directors was held on February 10, 2025, wherein they reviewed the performance of Non-Independent Directors, the Board as a whole, and the performance of the Chairman. The outcomes of this meeting were subsequently discussed at the following Board meeting, during which the performance of the Board, its committees, and individual Directors was comprehensively evaluated.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV to the Companies Act, 2013, the Company has implemented a structured and ongoing Familiariza on Programme for its Independent Directors.

The objec ve of this programme is to enable the Directors to gain a deeper insight into the Companys business model, opera ons, industry landscape, regulatory environment, and strategic priori es. This ensures that the Board is well-equipped to contribute meaningfully to Board delibera ons and discharge their duties e ec vely.

Upon appointment, every Director is issued a formal le er of appointment which outlines their roles, responsibili es, func ons, and obliga ons. The Familiariza on Programme includes:

Induc on sessions for new Directors, providing an overview of the Companys business, nancials, management structure, key policies, and governance framework.

Regular updates and presenta ons from Senior Management on industry developments, regulatory changes, market dynamics, opera onal performance, strategic ini a ves, risk management, and sustainability goals.

Interac ve meetings with Senior Management Personnel to facilitate an open exchange of views and direct access to key func onal areas of the Company.

Con nuous engagement, whereby Directors are regularly briefed on emerging responsibili es, governance expecta ons, and specific areas relevant to their oversight func ons.

All Directors are provided unrestricted access to Company documents and informa on required to enable them to understand the business in depth and to perform their role e ec vely.

The Company recognizes the importance of keeping its Board informed and engaged, and ac vely seeks their sugges ons and inputs on key business ma ers during the familiariza on process.

The detailed policy on the Familiariza on Programme for Independent Directors is available on the Companys website at: h ps://www.ayokimerchan le.com/policy.php

16. CREDIT RATING

During the financial year ended March 31, 2025, the Company did not issue any debt instruments, nor did it accept any xed deposits or undertake any scheme or proposal for the mobiliza on of funds, either in India or abroad. Accordingly, there was no requirement for obtaining any credit ra ngs during the year.

17. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company did not have any subsidiaries, associate companies, or joint ventures as defined under the Companies Act, 2013.

18. SECRETARIAL AUDITORS REPORT

In compliance with Regulation 24(A) of SEBI Lis ng Regulations and Sec on 204 of the Companies Act, 2013 read with Rules made thereunder, the Governing Board at its Mee ng held on February, 10^th 2025, based on the recommenda on of the Audit Commi ee, approved the appointment of

Mr. Kamal A. Lalani, Prac cing Company Secretary (Membership No. A37774, COP No. 25395), Vadodara for a period of 5 ( ve) consecu ve Financial Years commencing from FY 2025-2026 up to ensuing FY 2029-2030, subject to approval of the Shareholders at the ensuing 41^st AGM of the Company.

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

Mr. Kamal A Lalani, Prac cing Company Secretary (Membership No. A37774, COP No. 25395), has con rmed that his appointment, if made, will comply with the eligibility criteria in terms of SEBI Lis ng Regulations. Further, he has con rmed that he holds a valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Auditors Report men oned in Annexure-A to this report does not contain any quali ca ons, reserva ons, or adverse remarks or disclaimers.

OBSERVATION BY SECRETARIAL AUDITOR

There is quali ca on made by the auditors in their Secretarial Audit Report of the Company for the financial year ended 31st March, 2025. The observa on made in the Secretarial Audit Report are as per the following:

1. During the period under review, the Company has submi ed the required e-forms and returns with the Registrar of Companies (ROC)/Ministry of Corporate A airs, (MCA) except two MGT-14.

Response from Management:

The delay was due to oversight on the part of the Company Secretary & Compliance o cer. The management has taken it seriously and accordingly instructed to the Company Secretary & Compliance Officer of the Company to implement the process & system which shall give alert for various compliances under the Act and other applicable enactment to the Company so as to comply it in a mely and e ec vely manner. This would avoid such delay in submission of e-forms in the future.

2. Pursuance to Reg. 29 of the SEBI LODR, the Company has not given prior in ma on of holding a Board Mee ng at least two working days in advance to BSE, for the Board Mee ng held on 6th September 2024 wherein an agenda for raising of fund was approved.

Response from Management:

The non-complainces of various requirements under the SEBI Regulations as stated above were made inadvertently and due to oversight on the part of the Company Secretary and Compliance Officer of the Company. To avoid the same in future, the Company has established internal mechanisam which shall facilitate the Company Secretary and Compliance Officer to observe all relevant SEBI complainces mely and e ec vely.

19. COST AUDIT AND COST RECORDS

The provisions of Sec on 148 of the Companies Act, 2013, rela ng to the maintenance of cost records and cost audit, were not applicable to the Company during the financial year 2024 25.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards 1 rela ng to ‘Mee ngs of the Board of Directors and Secretarial Standards 2 rela ng to ‘General Mee ngs specified by the Ins tute of Company Secretaries of India and approved by the Central Government under Sec on 118 (10) of the Act.

21. CEO / CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Lis ng Regulations, a declara on is to be made by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Companys Code of Conduct during the FY 2024-2025. This declara on is required under by Schedule V of the Securities and Exchange Board of Indias Lis ng Obliga ons and Disclosure Requirements Regulations 2015.

The Annual Report also includes a certificate from the Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March 2025 adequacy of the internal control measures and ma ers reported to the Audit Commi ee.

Provided in this Report: Annexure B

22. CODE OF CONDUCT

The Company has adopted a Code of Conduct for all the employees including the Board Members and Senior Management Personnel of the Company in accordance with the requirement under Regulation 17 of the SEBI (LODR) Regulations 2015. The Code of Conduct has been posted on the website of the Company i.e. h ps://www.ayokimerchan le.com/policy.php

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in par cular on ma ers rela ng to integrity in the work place, in business prac ces and in dealing with stakeholders. The Code gives guidance through examples of the expected behavior from an employee in a given situa on and the repor ng structure. Management members are made aware of the provisions of the Code from me to me.

The Company has obtained con rma ons for compliance with the said code from all its Board members and Senior Management Personnel for the year ending March 31, 2025. The declara on by the Chairman & Managing Director of the Company confirming the same is annexed to this report - Annexure - C

23. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Sec on 135 of the Companies Act, 2013, companies meeting any of the following criteria net worth of 500 crore or more, turnover of 1,000 crore or more, or net profit of 5 crore or more during any financial year are required to cons tute a Corporate Social Responsibility (CSR) Commi ee and adopt a CSR Policy. During the year under review, the Company did not meet any of the prescribed thresholds and, accordingly, is not required to cons tute a CSR Commi ee or formulate a CSR Policy under the said provisions.

24. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conforma on with the provisions of Sec on 177(9) of the Act and Regulation 22 of SEBI Lis ng Regulations to report concerns about unethical behavior.

This Policy is available on the Companys website at the weblink: h ps://www.ayokimerchan le.com/policy/Whistle-blower-policy.pdf

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As required under Sec on 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has established adequate financial controls commensurate with its size, scale, and the complexity of its opera ons, par cularly with respect to the prepara on and presenta on of its financial statements. The internal financial controls are designed to provide reasonable assurance regarding the reliability of financial repor ng, accuracy and completeness of accoun ng records, integrity in the conduct of business, and the preven on and detec on of frauds and errors.

Comprehensive policies, standard opera ng procedures, and control mechanisms have been implemented across all business processes. These frameworks ensure adherence to internal control protocols and full compliance with applicable regulatory requirements.

During the year under review, the Company assessed the e ec veness of its internal financial controls, and no reportable material weaknesses were iden ed in the design or implementa on of these controls. The Audit Commi ee of the Board periodically reviews the adequacy and e ec veness of the internal control systems. In addi on, it closely monitors the status of correc ve ac ons taken in response to findings from internal audit reviews, ensuring con nuous improvement in the internal control environment.

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

COMPANY BETWEEN BALANCE SHEET DATE AND DAET OF BOARDS REPORT

There has been no material change and commitment a ec ng 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.

27. MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE

COMPANYS OPERATION IN FUTURE

No material orders have been passed by any regulatory authori es, courts, or tribunals that would have an adverse impact on the Companys future opera ons or its status as a going concern.

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

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended March 31, 2025 as per the provisions of Sec on 186 of the Companies Act, 2013 read with Companies (Mee ngs of Board and its Powers) Rules, 2014.

29. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED

UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

The par cular of every contract or arrangement entered into by the Company with related parties referred to in sub-sec on (1) of sec on 188 of the Companies Act, 2013 including a certain arms length and the ordinary course of transac ons under third proviso thereto has been disclosed in

Form no AOC-2.

The policy on Related Party Transac ons as approved by the Board is uploaded on the website of the Company and the web link is www.ayokimerchan le.com.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, providing a comprehensive overview of the Companys opera onal and financial performance, forms part of this Annual Report and is annexed hereto as Annexure F.

31. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) of the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the following classes of listed en es:

a) Listed en es with a paid-up equity share capital not exceeding 10 crore and net worth not exceeding 25 crore, as on the last day of the previous financial year;

b) Listed en es that have listed their specified securi es on the SME Exchange.

As on March 31, 2025 the last day of the previous financial year the Companys paid-up equity share capital stood at 24.50 lakhs and its net worth was Rupees (311.29) lakhs, both of which are below the thresholds specified under the aforemen oned regula on. Accordingly, the Corporate Governance provisions are not applicable to the Company, and hence, the Corporate Governance Report does not form part of this Annual Report for the financial year 2024 25.

32. DECLARATION BY INDEPENDENT DIRECTORS

Name of Director	Category
Mr. Paresh Prakashbahi Thakkar	Non-Execu ve Independent Director
Mr. Dharmendra Ramabhai Bhaliya	Non-Execu ve Independent Director
Mrs. Mansi Jayendra Bha	Non-Execu ve Independent Director
Mr. Mitesh Ghanshyambhai Rana	Non-Execu ve Independent Director

Pursuant to the provisions of Sec on 149 of the Act, the Independent Directors have submi ed declara ons that each of them meets the criteria of independence as provided in Sec on 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Lis ng Regulations. There has been no change in the circumstances a ec ng their status as Independent Directors of the Company.

During the year under review, the companys Non-Execu ve Directors did not have any pecuniary rela onship or transac ons with the company, its holding, subsidiary or associate company, other than those permi ed by law, except for si ng fees, commission, and expense reimbursement, as permi ed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Separate meetings of the Independent Directors of the Company were held on 2^nd February, 2025.

33. STATEMENT REGARDING INDEPENDENT DIRECTORS

Pursuant to Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, and in the opinion of the Board, there has been no change in the circumstances that may affect the status of the

Independent Directors of the Company. The Board a rms its sa sfac on with the integrity, exper se, and experience including pro ciency as prescribed under Sec on 150(1) of the Companies Act, 2013 and the applicable rules of all Independent Directors serving on the Board.

34. POLICY ON DIRECTORS APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS

The companys policy concerning the appointment and remunera on of directors, along with the criteria for determining their quali ca ons, posi ve a ributes, and independence, is available on its website and weblink: h ps://www.ayokimerchan le.com/policy/REMUNERATION%20POLICY.pdf

This policy addresses other ma ers as required by sub-sec on (3) of sec on 178 of the Companies Act, 2013.

35. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Sec on 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014, the requisite disclosures have been provided and are annexed to the Boards Report as Annexure D

36. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud commi ed in the Company by its Directors or Of cers or Employees to the Audit Commi ee under sec on 143(12) of the Companies Act, 2013, details of which needs to be men oned in this Report.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has implemented a policy on the preven on, prohibi on, and redressal of sexual harassment, in line with the provisions of the Sexual Harassment of Women at Workplace (Preven on, Prohibi on and Redressal) Act, 2013 and the Rules framed thereunder. However, cons tu on of internal compliant committee is not applicable to the company.

During the financial year 2024 25, no complaints of sexual harassment were received by the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO

The informa on required under Sec on 134 of the Companies Act, 2013, read with the applicable provisions of the Companies (Accounts) Rules, 2014, rela ng to conserva on of energy, technology absorp on, and foreign exchange earnings and outgo, is provided in Annexure E to this Report.

39. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Sec on 134(3)(c) of the Act, in rela on to financial statements of the Company for the year ended March 31, 2025, the Board of Directors states that:

a. In the prepara on of the annual accounts, the applicable accoun ng standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. The Directors have selected such accoun ng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2025 and of the Loss of the Company for the year ended March 31, 2025;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es;

d. The annual accounts / financial statements have been prepared on a ‘going concern basis;

e. Proper internal financial controls are in place and are opera ng e ec vely; and

f. Proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and opera ng e ec vely.

40. ACCEPTANCE OF PUBLIC DEPOSITS

During the financial year 2024 25, the Company did not accept any deposits as defined under Sec on 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount pertaining to principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

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

41. 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 FY 2024-25, there was no such instance.

42. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year 2024-25, the Company has maintained a clean legal record with respect to insolvency and bankruptcy ma ers. There have been no applica ons led against the Company under the Insolvency and Bankruptcy Code (IBC), 2016, nor are there any ongoing or pending proceedings involving the Company under the provisions of the IBC.

43. ANNUAL RETURN

In compliance with the provisions of Sec on 134(3)(a) and Sec on 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administra on) Rules, 2014, including any amendments or re-enactments thereof, the Annual Return in Form No. MGT-7 has been uploaded on the Companys website. It is accessible for viewing at: h ps://www.ayokimerchan le.com/annual-report.php.

44. ACKNOWLEDGEMENTS

Your directors wish to place on record their apprecia on of the contribu on made by employees at all levels to the con nued growth and prosperity of your Company. Your directors also wish to place on record their apprecia on for the shareholders, consumers, and banks for their con nued support.

By Order of the Board of Directors	By Order of the Board of Directors
For WARDWIZARD HEALTHCARE LIMITED	For WARDWIZARD HEALTHCARE LIMITED
(Formerly known as Ayoki Merchan le	(Formerly known as Ayoki Merchan le
Limited)	Limited)
SD/-	SD/-
GAURAV JAYANT GUPTE	YATIN SANJAY GUPTE
CHAIRMAN & MANAGING DIRECTOR	NON-EXECUTIVE NON-INDEPENDENT
	DIRECTOR
DIN: 06741475	DIN: 07261150
Date: AUGUST 30, 2025	Place: VADODARA