Wardwizard Healthcare Ltd Directors Report

1. FINANCIAL HIGHLIGHTS:

Your Companys financial performance for the year ended March 31, 2026 is as below:

Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025
Revenue from Operation	84.41	41.70
Other Income	85.29	0.16
Total Income – A	169.70	41.86
Cost of Materials consumed	-	-
Purchase of Stock-in-Trade	6.46	25.34
Changes in inventories of finished goods, Work in Progress and Stock in Trade	15.90	(15.90)
Employees Benefit Expenses	40.60	83.78
Finance costs	7.54	55.14
Depreciation and Amortization Expenses	17.67	49.47
Other Expenses	104.03	126.52
Total Expenses – B	192.20	324.35
Profit / Loss Before - C = (A-B)	(22.50)	(282.48)
Profit / Loss from Ordinary Activities Before Finance Cost	-	-
Finance Cost	-	-
Profit / Loss from Ordinary Activities after Finance Cost	-	-
Current Tax	-	-
Excess Tax Provision for Earlier Year & Deferred Expenses	-	-
Deferred Tax	9.03	(11.16)
Total Taxes – D	9.03	(11.16)
Profit / (Loss) for the year - E = (C-D)	(31.53)	(271.33)
Other Comprehensive Income - F

2. STATE OF COMPANY AFFAIRS, CHANGE IN BUSINESS AND REVIEW OF BUSINESS

(a) Items that will not be reclassified to profit or loss	4.36	-
(b) Income tax relating to items that will not be reclassified to profit or loss	(1.13)	-
Total Other Comprehensive Incomes for the period	3.23	-
Profit (Loss) Total Comprehensive Income for the year G (F(a)-F(b))	(28.30)	(271.33)
Weighted average number of equity shares-H	2.45	2.45
Earnings per share – I = G/H	(11.55)	(110.75)

(a) Items that will not be reclassified to profit or loss	4.36	-
(b) Income tax relating to items that will not be reclassified to profit or loss	(1.13)	-
Total Other Comprehensive Incomes for the period	3.23	-
Profit (Loss) Total Comprehensive Income for the year G (F(a)-F(b))	(28.30)	(271.33)
Weighted average number of equity shares-H	2.45	2.45
Earnings per share – I = G/H	(11.55)	(110.75)

2. STATE OF COMPANY AFFAIRS, CHANGE IN BUSINESS AND REVIEW OF BUSINESS

The Company is engaged in the business of hospital operations, healthcare services, and activities related to Ayurveda practitioners. There has been no change in the nature of the Companys business during the financial year ended March 31, 2026.

During the financial year 2025–26, the Company recorded Revenue from Operations of ? 84.41 lakh as compared to ? 41.7 lakh in the previous financial year. The Profit Before Tax (PBT) stood at ? (22.5) lakh [Loss] as compared to ? (282.48) lakh [Loss] in the previous financial year. The Profit After Tax (PAT) was ? (28.3) lakh [Loss] as against ? (271.33) lakh [Loss] in the previous financial year.

3. INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified under Section 133 of the Companies Act, 2013, and other applicable accounting principles and policies.

4. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2025–26, in view of the losses incurred by the Company during the year.

5. 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 Section 125 of the Companies Act, 2013 do not apply to the Company.

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

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

7. 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 2025-26.

8. LISTING ON STOCK EXCHANGES

9. SHARE CAPITAL During the year under review, there is no change in the Capital Structure of the Company as on 31st March 2026. The Companys *Authorised Share Capital was Rs.7,50,00,000 and **paid-up equity share capital was Rs. 24,50,000 as on 31st March 2026. The Companys paid-up equity share capital as on March 31, 2026 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 securities 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 Option Scheme to the employees.

*Note: The Company in its Board Meeting held on 31st August 2026 has approved the Increased in Authorised Capital subject to the Approval of Shareholder in ensuing Annual General Meeting from existing Rs.7,50,00,000/- (Rupees Seven Crores Fifty Lakhs only) divided into 75,00,000 (Seventy-Five Lakh) Equity Shares of Rs. 10 (Rupees Ten only) each to Rs. 25,00,00,000 (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Rupees Two Crore Fifty Lakhs Only) Equity Shares of ? 10/- (Rupees Ten only) each ranking paripasu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company and by substituting the Capital Clause (Clause V) of the Memorandum of Association of the Company with the following Clause:

V. The Authorized Capital of the Company is ? 25,00,00,000 (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore and Fifty Lakhs Only) Equity Shares of ? 10 (Rupees Ten Only) each with powers to increase and reduce the capital and consolidate, sub-divide and divide the Shares in Capital for the time being into several classes and to attach thereto such rights, privileges or conditions in the manner as may, for the time being, be provided by the Articles of Association of the Company.

**ISSUE OF FULLY CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS

The Company in its Board Meeting held on 31st August 2026 has approved subject to the Approval of Shareholder in ensuing Annual General Meeting the issue of fully Convertible Warrants by way of private

10. STATUTORY AUDITORS The Board of Directors at its meeting held on 16th July 2026 has appointed M/s. MGSA & COMPANY, (FRN: 022481C), Chartered Accountants, Bikaner-Rajasthan-334001 as Statutory Auditors of the Company due to the casual vacancy caused by the resignation of M/s. Mahesh Udhwani & Associates (FRN:129738W) as Statutory Auditor w.e.f 14th May 2026 subject to approval of the Shareholders at ensuing Annual General Meeting. Further, the Board in its Board Meeting held on 16th July 2026 has also recommends to the members of the Company for approval of the appointment of M/s. MGSA & COMPANY, (FRN: 022481C) Chartered Accountants, Bikaner-Rajasthan-334001 as the Statutory Auditors of the Company from the conclusion of 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting for a single term of 5 (Five) consecutive years, at such remuneration and other out of pocket expenses and taxes as may be determined and recommended by the Audit Committee and approved by the Board of Directors or any Committee thereof in consultation with the Auditors." Your Company has received a letter from M/s. MGSA & COMPANY, (FRN: 022481C), Chartered Accountants, to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014

placement on preferential basis, up to 1,25,00,000 (One Crore Twenty-Five Lakh only) fully convertible warrants ("Warrants") each convertible into 1 (one) Equity Shares of face value of ?. 10/- (Rupees Ten only) each ("Equity Shares"), at ?10/- (Rupees Twelve only) issue at par, as determined under Regulation 165 of Chapter V of the SEBI ICDR Regulations, aggregating up to ?12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs only), for cash consideration, in one or more tranches ("Preferential Issue") to the following proposed allottees ("Proposed Allottees"):

10. STATUTORY AUDITORS The Board of Directors at its meeting held on 16th July 2026 has appointed M/s. MGSA & COMPANY, (FRN: 022481C), Chartered Accountants, Bikaner-Rajasthan-334001 as Statutory Auditors of the Company due to the casual vacancy caused by the resignation of M/s. Mahesh Udhwani & Associates (FRN:129738W) as Statutory Auditor w.e.f 14th May 2026 subject to approval of the Shareholders at ensuing Annual General Meeting. Further, the Board in its Board Meeting held on 16th July 2026 has also recommends to the members of the Company for approval of the appointment of M/s. MGSA & COMPANY, (FRN: 022481C) Chartered Accountants, Bikaner-Rajasthan-334001 as the Statutory Auditors of the Company from the conclusion of 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting for a single term of 5 (Five) consecutive years, at such remuneration and other out of pocket expenses and taxes as may be determined and recommended by the Audit Committee and approved by the Board of Directors or any Committee thereof in consultation with the Auditors." Your Company has received a letter from M/s. MGSA & COMPANY, (FRN: 022481C), Chartered Accountants, to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014

11. INTERNAL AUDITORS The Board of Directors at their meeting held on 23rd March, 2026 has appointed M/s. Upadhyay & Company LLP, Chartered Accountant (FRN:131136W) as the Internal Auditor for conducting the Internal Audit for the financial year 2026-27.

12. GENERAL MEETING DETAILS The details of the last three Annual General Meetings are as follow: Financial Year Day and Date Time Location of the meeting Any Special Resolution(s) passed 2024-25 Monday, 29th September 2025 16:00 p.m. (IST) Through Video Conferencing (VC) /other audio-visual means (OAVM) No

2023-24	Thursday, 26th September 2024	13.00 p.m. (IST)	Through Video Conferencing (VC) /other audio-visual means (OAVM)	1. Increasing borrowing limits of the board of directors of the company under section 180 of the companies act, 2013. 2. To approve creation of charge on movable and immovable properties of the Company. Both present and future, in respect of borrowing under section 180(1)(a) of the Companies act, 2013. 3. Authorization to advance loan or give guarantee OR provide security in connection with loan availed by any person in whom any of the directors of the company is interested under section 185 of the companies act 2013. 4. Authorization to make investments, give loan(s), give guarantee(s) and provide Security (ies) by the company in excess of limits specified under section 186 of the Companies act, 2013
				1. Approval for Material Related Party Transaction(s) under section 188 of the companies act, 2013 and regulation 23 of the SEBI (listing obligations and disclosure requirements), 2015 and IND AS 24. 2: Increasing Borrowing Limits of the Board of Directors of The Company under Section 180 of the Companies Act, 2013. 3. Authorization to make loan(s) and give guarantee(s), provide Securit(ies) or make investments. 4. Authorization To Advance Any Loan or Give Any Guarantee or Provide Any Security. 5. To appoint Mr. Gaurav Jayant Gupte (DIN: 06741475) as chairman and managing director of the company. 6. To appoint Mr. Yatin Sanjay Gupte (DIN: 07261150) as Non-Executive Non-Independent Director of the company. 7. To appoint Mrs. Sheetal Mandar Bhalerao (DIN: 06453413) as non-Executive Non-Independent Director of the company. 8. To appoint Mr. Dharmendra Ramabhai Bhaliya (Din: 10176412) as non-executive independent director of the company. 9. To appoint Mrs. Mansi Jayendra Bhatt (DIN: 10177722) as non-executive independent woman director of the company. 10. To appoint Mr. Kamal Ashwinbhai lalani (DIN: 09141815) as non-executive independent director of the company. 11. Shifting of Registered office of the company.
				2. Postal Ballot: During the year under review, the Company passed a resolution through postal ballot, details of the resolution are as under: Sr. No Particulars Type of Resolution 1. Approval for Material Related Party Transaction(s) with Wardwizard Ordinary Resolution Medicare Private Limited ("WMPL) 2. Approval For Material Related Party Transaction(S) with Wardwizard Ordinary Resolution Solution India Private Limited ("WSIPL") 3. Approval For Material Related Party Transaction(S) with Wardwizard Innovatio Ordinary Resolution and Mobility Limited ("WIMPL") 4. Approval for Material Related Party Transaction(s) with Mr. Yatin Sanjay Ordinary Resolution Gupte (DIN:07261150) 5. Approval for Material Related Party Transaction(s) with Mr. Sanjay Ordinary Resolution Mahadev Gupte (DIN:08286993) 6. Approval for Material Related Party Transaction(s) with Mr. Gaurav Jayant Gupte Ordinary Resolution (DIN:06741475)

7. Approval For Material Related Party Transaction(S) with Advance Integrated Ordinary Resolution Medicine Solution LLP 8. Approval For Material Related Party Transaction(S) with Mangalam Industrial Ordinary Resolution Finance Limited("MIFL") 9. Approval for Material Related Party Transaction(s) with I Secure Credit Ordinary Resolution and Capital Services Limited 10. Approval For Material Related Party Transaction(S) with Wardwizard Foods and Ordinary Resolution Beverages Limited("WFBL") 11. Approval For Material Related Party Transaction(S) with Yatin Sanjay Gupte Ordinary Resolution (HUF) 12. Approval for Material Related Party Transaction(s) with Wardwizard Foundatio Ordinary Resolution 13. Approval For Material Related Party Transaction(S) with Wardwizard Properties Ordinary Resolution Holdings Pvt Ltd 14. Approval for Material Related Party Transaction(s) with Ms. Rajbala Kirorwal Ordinary Resolution 15. Approval for Material Related Party Transaction(s) with Mr. Yuvraj Priyadarshi Ordinary Resolution

The Postal Ballot was carried out as per the provisions of Section(s) 108 and 110 and other applicable provisions of the Companies Act, 2013 read with Rules framed thereunder and applicable Circulars issued by the Ministry of Corporate Affairs, Listing Regulations and Secretarial Standards - 2 on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI). The voting period for remote e-voting was commenced on Friday, 27th March 2026 at 9:00 a.m. (IST) and ended on Saturday, 25th April, 2026 at 5:00 P.M. (IST).) Kamal A. Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395), Vadodara was appointed as the Scrutinizer for conducting the Postal Ballot process through remote e-voting in a fair & transparent manner. The remote e-voting period was closed on Saturday, 25th April, 2026 at 5:00 P.M. (IST) and the Scrutinizer has submitted their report on Monday, 27th April, 2026. And all the resolutions were passed with requisite majority.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS During the year under review, there is a change in the composition of the Board as stated below: Further, Mr. Yuvraj Priyadarshi (DIN: 08055832) was appointed as CEO in the Board Meeting held on 14th November 2025 and Additional Director in Executive Category in the Board Meeting held on 23rd March 2026 respectively. Further The Board at its Meeting held on 31st August 2026 after the financial year ended 31st March 2026 has approved his appointment as Whole time Director w.e.f from 30th September 2026 subject to the approval of Shareholders in ensuing AGM Mrs. Sheetal Mandar Bhalerao (DIN: 06453413) has resigned from the Directorship of the Company in the Board Meeting held on 20th February 2026. Mr. Mitesh Ghanshyambhai Rana has resigned from the post of Independent Director after the financial year ended 31st March 2026. He has resigned on 30th June 2026. The Details of the Directors has been presented in tabular form for your reference:

Sr. No. Name of Director DIN Designation

1. Mr. Gaurav Jayant Gupte (Appointed on 29/09/2023) 06741475 Chairman and Managing Director

2. Mr. Yatin Sanjay Gupte (Appointed on August 11, 2023) 07261150 Non-Executive Non-Independent Director

3. Mrs. Sheetal Mandar Bhalerao 06453413 Non-Executive Non-Independent Director

4. Mr. Yuvraj Priyadarshi (appointed on 23rd March 2026)

5. Mr. Dharmendra Ramabhai Bhaliya (Appointed on 11/08/2023 and resigned on 11th April 2025)

6. Mrs. Mansi Jayendra Bhatt (Appointed on August 11, 2023) 7. Mr. Mitesh Ghanshyambhai Rana (Appointed on February 29, 2024 and resigned on 30th June 2026) 8. Mr. Paresh Prakashbhai Thakkar (Appointed on February 29, 2024)

(Appointed on August 11, 2023 and resigned on February 20, 2026) 4. Mr. Yuvraj Priyadarshi (appointed on 23rd March 2026) 08055832 Additional Director (Executive Category) 5. Mr. Dharmendra Ramabhai Bhaliya (Appointed on 11/08/2023 and resigned on 11th April 2025) 10176412 Non-Executive Independent Director 6. Mrs. Mansi Jayendra Bhatt (Appointed on August 11, 2023) 10177722 Non-Executive Independent Director 7. Mr. Mitesh Ghanshyambhai Rana (Appointed on February 29, 2024 and resigned on 30th June 2026) 06770916 Non-Executive Independent Director 8. Mr. Paresh Prakashbhai Thakkar (Appointed on February 29, 2024) 08265981 Non-Executive Independent Director

14. RETIRE BY ROTATION At the 42nd Annual General Meeting (AGM), the following appointment/re-appointment is being proposed: Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Yatin Sanjay Gupte (DIN-07261150) (Non-Executive, Non-Independent Director), retires by rotation and being eligible has offered himself for re-appointment. The Details required to be disclosed of the proposal for the re-appointment of Mr. Yatin Sanjay Gupte (DIN: 07261150) along with their brief resume is mentioned in the Explanatory Statement under Section 102 of the Companies Act 2013, Secretarial Standard 2 and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the Notice of the 42nd Annual General Meeting. The Board recommends the re-appointment of Mr. Yatin Sanjay Gupte (DIN-07261150) 15. KEY MANAGERIAL PERSONNEL There has been change in Key Managerial Personnel under the Companies Act, 2013. Mr. Dikshant Singh Panwar was appointed as Company Secretary & Compliance Officer in the Board Meeting held on May 12, 2025 and he has resigned on 16th October 2025. Thereafter Ms. Rajbala Kiroriwal was appointed as Company Secretary & Compliance Officer in the Board meeting held on 28th October 2025. Further, Mr. Yuvraj Priyadarshi (DIN:08055832) was appointed as Chief Executive Officer (CEO) in the Board Meeting held on 14th November 2025. Mrs. Mittal Patel, the Chief Financial Officer (CFO) has resigned on 30th March 2026. In her place, Ms. Harshita Kharva, Chartered Accountant was appointed as Chief Financial Officer (CFO) after the Financial Year ended 31st March 2026. Ms. Harshita Kharva was appointed as (CFO) in the Board Meeting held on 30th May 2026. The Company has the following persons as Key Managerial Personnel under the Companies Act, 2013: Sr. No. Name of Key Managerial Person Designation 1. Mr. Dikshant Singh Panwar Company Secretary & Compliance Officer (Appointed on May 12, 2025 and Resigned on October 16, 2025)

2. Mrs. Mittal Patel Chief Financial Officer (CFO) (Appointed on August 11, 2023 and Resigned on March 30, 2026) 3. Ms. Rajbala Kirorwal Company Secretary & Compliance Officer (Appointed on October 28, 2025) * 4. Mr. Yuvraj Priyadarshi (appointed on Chief Executive Officer (CEO) 14th November 2025) 4. Ms. Harshita Kharva, Chartered Chief Financial Officer (CFO) Accountant (appointed on 30th May 2026) ** *Ms. Rajbala Kirorwal was introduced as Company Secretary & Compliance Officer in the Board Meeting held on October 28, 2026 in reference to the resignation of Mr. Dikshant Singh Panwar. **Ms. Harshita Kharva, Chartered Accountant, was introduced as Chief Financial Officer (CFO) in the Board Meeting held on 30th May 2026 in the Financial Year 2026-27 in reference to the resignation of Ms. Mittal Patel.

2. Mrs. Mittal Patel (Appointed on August 11, 2023 and Resigned on March 30, 2026) Chief Financial Officer (CFO) 3. Ms. Rajbala Kirorwal (Appointed on October 28, 2025) * Company Secretary & Compliance Officer 4. Mr. Yuvraj Priyadarshi (appointed on 14th November 2025) Chief Executive Officer (CEO) 4. Ms. Harshita Kharva, Chartered Accountant (appointed on 30th May 2026) ** Chief Financial Officer (CFO)

*Ms. Rajbala Kirorwal was introduced as Company Secretary & Compliance Officer in the Board Meeting held on October 28, 2026 in reference to the resignation of Mr. Dikshant Singh Panwar. **Ms. Harshita Kharva, Chartered Accountant, was introduced as Chief Financial Officer (CFO) in the Board Meeting held on 30th May 2026 in the Financial Year 2026-27 in reference to the resignation of Ms. Mittal Patel.

16. 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 interalia 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) times to transact the business of the Company in accordance with Regulation 17 of SEBI (LODR) Regulation 2015, and /or provisions contained in Section 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	May 12, 2025	Monday
2	May 27, 2025	Tuesday
3	August 11, 2025	Monday
4	August 30, 2025	Saturday
5	October 28, 2025	Tuesday
6	November 14, 2025	Friday
7	February 12, 2026	Thursday
8	March 23, 2026	Monday

Details of the attendance of the Directors at the Board meetings held during the year ended March 31, 2026 are as follows:

Name of the Director	Number of Board Meetings Entitled to attend	Number of Board Meetings Attended
Mr. Gaurav Jayant Gupte	8	8
Mr. Yatin Sanjay Gupte	8	8
Mrs. Sheetal Mandar Bhalerao	7	7
Mr. Dharmendra Ramabhai Bhaliya	0	0
Mrs. Mansi Jayendra Bhatt	8	8
Mr. Mitesh Ghanshyambhai Rana	8	8
Mr. Paresh Prakashbhai Thakkar	8	8

17. AUDIT COMMITTEE Pursuant to the provisions of Section 177 (8) of the Companies Act 2013 read with Rules 6 & 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the details pertaining to the constitution of the Audit Committee are herein provided

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
Mrs. Mansi Jayendra Bhatt	Chairperson	Non-Executive Independent Director	August 11, 2023	NA
*Mr. Dharmendra Ramabhai Bhaliya	Member	Non-Executive Independent Director	August 11, 2023	*April 11, 2025
**Mr. Mitesh Ghanshyambhai Rana	Member	Non-Executive Independent Director	February 29, 2024	**June 30, 2026
Mr. Paresh Prakashbhai Thakkar	Member	Non-Executive Independent Director	February 29, 2024	NA
Mr. Gaurav Jayant Gupte	Member	Managing Director	August 11, 2023	NA

*Mr. Dharmendra Ramabhai Bhaliya resigned on April 11, 2025 **Mr. Mitesh Ghanshyambhai Rana has resigned on 30th June 2026 in FY 2026-27

Meetings and Attendance during the year

5 (Five) Audit Committee meetings were held during FY 2025-26. The meetings were held on the following dates:

Sr. No.	Date of Audit Committee Meeting
1.	May 27, 2025
2.	August 11, 2025
3.	November 14, 2025
4.	February 12, 2026
5.	March 23, 2026

Attendance of Directors in the meetings are as under:

Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mrs. Mansi Jayendra Bhatt	5	5
Mr. Mitesh Ghanshyambhai Rana*	5	5
Mr. Paresh Prakashbhai Thakkar	5	5
Mr. Gaurav Jayant Gupte	5	5
Mr. Dharmendra Ramabhai Bhaliya**	0	0

Further as per Section 177(8) 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.

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

The previous Annual General Meeting (AGM) of the Company was held on September 29, 2025 and the same was attended by the Chairperson of the Audit Committee.

The Company Secretary of the Company act as the Secretary of the Audit Committee.

*Mr. Mitesh Ghanshyambhai Rana has resigned from the Directorship of the Company on 30th June 2026 after the closing of business hours in FY 2026-27. Hence, he also ceased to be a member of Audit Committee w.e.f 30th June 2026. (after the closing of business hours)

**Mr. Dharmendra Ramabhai Bhaliya has resigned from the Directorship of the Company on 11th April 2025 from the close of business hours. Hence, he also ceased to be a member of Audit Committee w.e.f 11th April 2025. (after the closing of business hours).

18. NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the constitution of the Nomination and Remuneration Committee as required under the provisions of Section 178(1) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
*Mr. Paresh Prakashbhai Thakkar	Chairperson (refer note)	Non-Executive Independent Director	February 29, 2024	NA
**Mr. Mitesh Ghanshyambhai Rana	Chairperson (w.e.f May 12, 2025 till 30th May 2026)	Non-Executive Independent Director	February 29, 2024	Resigned on 30th June 2026 (in FY 2026-27)

2025. Mr. Mitesh Ghanshyambhai Rana is elected as a Chairperson of this Committee. However, he has resigned on 30th June 2026 in financial year 2026-27. **On Reconstitution of the Nomination and Remuneration Committee in the Board Meeting held 30th May 2026 in Financial Year 2026-27. Mr. Paresh Prakashbhai Thakkar is elected as a Chairperson of this Committee. ***Mr. Dharmendra Ramabhai Bhaliya has resigned from the directorship of the Company on 11th April 2025 from the close of business hours. Hence, he also ceased to be a Chairperson of Nomination and Remuneration Committee w.e.f 11th April 2025. (after the closing of business hours) ****Mrs. Sheetal Mandar Bhalerao has resigned from the Directorship of the Company on February 20, 2026 from the close of business hours. Hence, she also ceased to be a member of Nomination and Remuneration Committee w.e.f February 20, 2026 (after the closing of business hours).

Mrs. Mansi Jayendra Bhatt	Member	Non-Executive Independent Director	August 11, 2023	NA
***Mr. Dharmendra Ramabhai Bhaliya	Chairman till April 11, 2025	Non-Executive Independent Director	August 11, 2023	April 11, 2025
****Mrs. Sheetal Mandar Bhalerao	Member	Non-Executive Non-Independent Director	August 11, 2023	February 20, 2026

*On Reconstitution of the Nomination and Remuneration Committee in the Board Meeting held 12th May 2025. Mr. Mitesh Ghanshyambhai Rana is elected as a Chairperson of this Committee. However, he has resigned on 30th June 2026 in financial year 2026-27. **On Reconstitution of the Nomination and Remuneration Committee in the Board Meeting held 30th May 2026 in Financial Year 2026-27. Mr. Paresh Prakashbhai Thakkar is elected as a Chairperson of this Committee. ***Mr. Dharmendra Ramabhai Bhaliya has resigned from the directorship of the Company on 11th April 2025 from the close of business hours. Hence, he also ceased to be a Chairperson of Nomination and Remuneration Committee w.e.f 11th April 2025. (after the closing of business hours) ****Mrs. Sheetal Mandar Bhalerao has resigned from the Directorship of the Company on February 20, 2026 from the close of business hours. Hence, she also ceased to be a member of Nomination and Remuneration Committee w.e.f February 20, 2026 (after the closing of business hours).

Meetings and Attendance during the year

5 (Five) Nomination & Remuneration Committee meetings were held during FY 2025-26. The meetings were held on the following dates:

Sr. No.	Date of Nomination & Remuneration Committee Meeting
1.	May 12, 2025
2.	August 30, 2025
3.	October 28, 2025
4.	November 14, 2025
5.	March 23, 2026

Attendance of Directors in the meetings is as under:

Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mr. Dharmendra Ramabhai Bhaliya	0	0
Mrs. Mansi Jayendra Bhatt	5	5
Mr. Mitesh Ghanshyambhai Rana	5	5

4 The minutes of the Nomination & Remuneration Committee are reviewed by the Board at its subsequent meetings. The previous Annual General Meeting (AGM) of the Company was held on September 29, 2025 and the same was attended by the Chairperson of the Nomination & Remuneration Committee. The Company Secretary of the Company act as the Secretary of the Nomination & Remuneration Committee.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the constitution of the Stakeholders Relationship Committee as required under the provisions of Section 178(5) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
Mr. Paresh Prakashbhai Thakkar	Chairperson	Non-Executive Independent Director	February 29, 2024	NA
*Mr. Dharmendra Ramabhai Bhaliya	Member	Non-Executive Independent Director	August 11, 2023	April 11, 2025
Mrs. Mansi Jayendra Bhatt	Member	Non-Executive Independent Director	August 11, 2023	NA
**Mr. Mitesh Ghanshyambhai Rana	Member (ceased to be Member w.e.f 14th November 2025)	Non-Executive Independent Director	February 29, 2024	Resigned on 30th June 2026 (in FY 2026-27)
Mr. Yatin Sanjay Gupte	Member	Non-Executive Non-Independent Director	August 11, 2023	NA
***Mrs. Sheetal Mandar Bhalerao	Member (become member w.e.f 14th November 2025)	Non-Executive Non-Independent Director	August 11, 2023	February 20, 2026

*Mr. Dharmendra Ramabhai Bhaliya has resigned from the directorship of the Company on 11th April 2025 (after the closing of business hours) Hence, he also ceased to be a member of Stakeholders Relationship Committee w.e.f 11th April 2026. (after the closing of business hours)

** Mr. Mitesh Ghanshyambhai Rana ceased to be member of Stakeholders Relationship Committee w. e. f 14th November 2025 *** Mrs. Sheetal Mandar Bhalerao was introduced as member of Stakeholders Relationship Committee w.e.f 14th November 2025. Further, She has resigned from the directorship of the Company on February 20, 2026 from the close of business hours. Hence, she also ceased to be a member of Stakeholders Relationship Committee w.e.f February 20, 2026 (after the closing of business hours).

Meetings and Attendance during the year

2(Two) Stakeholders Relationship Committee meetings were held during FY 2025-26. The meetings were held on the following dates:

Sr. No.	Date of Stakeholders Relationship Committee Meeting
1.	August 30, 2025
2.	February 12, 2026

Attendance of Directors in the meetings is as under:

Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mr. Paresh Prakashbhai Thakkar	2	2
Mr. Dharmendra Ramabhai Bhaliya	0	1
Mrs. Mansi Jayendra Bhatt	2	2
Mr. Mitesh Ghanshyambhai Rana	1	1
Mr. Yatin Sanjay Gupte	2	2
Mrs. Sheetal Mandar Bhalerao	1	1

The minutes of the Stakeholders Relationship Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 29, 2025 and the same was attended by the Chairperson of the Stakeholders Relationship Committee.

The Company Secretary of the Company act as the Secretary of the Stakeholders Relationship Committee.

20. INDEPENDENT DIRECTOR MEETING

The details pertaining to the constitution of the Independent Director Meeting as required under the provisions of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

Name of the Director

Designation in Committee

Category

Date of Appointment in Committee

Cessation Date

1(One) Independent Director Meeting were held during FY 2025-26. The meetings were held on the following dates

*Mr. Mitesh Ghanshyambhai Rana	Chairperson	Non-Executive Independent Director	February 29, 2024	Resigned on 30th June 2026 (in FY 2026-27)
Mrs. Mansi Jayendra Bhatt	Member	Non-Executive Independent Director	August 11, 2023	NA
Mr. Paresh Prakashbhai Thakkar	Member	Non-Executive Independent Director	February 29, 2024	NA

Meetings and Attendance during the year

1(One) Independent Director Meeting were held during FY 2025-26. The meetings were held on the following dates

Attendance of Directors in the meetings is as under:

Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mr. Mitesh Ghanshyambhai Rana	1	1
Mr. Paresh Prakashbhai Thakkar	1	1
Mrs. Mansi Jayendra Bhatt	1	1

The minutes of the Independent Director Meeting are reviewed by the Board at its subsequent meetings.

20. BOARD EVALUATION

In accordance with the provisions of Section 178 of the Companies Act, 2013, as amended from time to time, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has established the criteria for performance evaluation of Executive and Non-Executive Directors of the Company. The evaluation criteria are based on a range of parameters including, but not limited to, the directors profile, experience, level of contribution, commitment, domain knowledge, sharing of information with the Board, attendance, participation and preparedness for meetings, teamwork, decision-making abilities, role awareness, monitoring and addressing potential conflicts of interest, ability to provide constructive feedback and strategic inputs, and overall contribution to the Companys growth. The Company has also formulated a comprehensive Board Performance Evaluation Policy, which includes evaluation criteria and structured formats for assessing the performance of both Independent and Non-Independent Directors, as well as the performance of the Board and its Committees. These formats include provisions for remarks and suggestions to support continuous improvement. The performance of various Committees of the Board was evaluated by the Board itself, based on inputs received from respective Committee members. The assessment was carried out using defined criteria such as committee composition, effectiveness, and conduct of meetings. A separate meeting of the Independent Directors was held on February 12, 2026, 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.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013, the Company has implemented a structured and ongoing Familiarization Programme for its Independent Directors.

The objective of this programme is to enable the Directors to gain a deeper insight into the Companys business model, operations, industry landscape, regulatory environment, and strategic priorities. This ensures that the Board is well-equipped to contribute meaningfully to Board deliberations and discharge their duties effectively.

Upon appointment, every Director is issued a formal letter of appointment which outlines their roles, responsibilities, functions, and obligations. The Familiarization Programme includes:

? Induction sessions for new Directors, providing an overview of the Companys business, financials, management structure, key policies, and governance framework. - Regular updates and presentations from Senior Management on industry developments, regulatory changes, market dynamics, operational performance, strategic initiatives, risk management, and sustainability goals. - Interactive meetings with Senior Management Personnel to facilitate an open exchange of views and direct access to key functional areas of the Company. - Continuous engagement, whereby Directors are regularly briefed on emerging responsibilities, governance expectations, and specific areas relevant to their oversight functions.

All Directors are provided unrestricted access to Company documents and information required to enable them to understand the business in depth and to perform their role effectively.

The Company recognizes the importance of keeping its Board informed and engaged, and actively seeks their suggestions and inputs on key business matters during the familiarization process.

The detailed policy on the Familiarization Programme for Independent Directors is available on the Companys website at https://wardwizardhealthcare.com/docs/Familiarization%20programme%20of%20Director.pdf

22. CREDIT RATING During the financial year ended March 31, 2026, the Company did not issue any debt instruments, nor did it accept any fixed deposits or undertake any scheme or proposal for the mobilization of funds, either in India or abroad. Accordingly, there was no requirement for obtaining any credit ratings during the year. 23. 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. 24. SECRETARIAL AUDITORS REPORT In compliance with Regulation 24(A) of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with Rules made thereunder, the Governing Board at its Meeting held on February, 10th 2025, based on the

recommendation of the Audit Committee, approved the appointment of Kamal A. Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395), Vadodara for a period of 5 (five) consecutive Financial Years commencing from FY 2025-2026 up to ensuing FY 2029-2030, subject to approval of the Shareholders at the ensuing 41st AGM of the Company. The Shareholder in the 41st AGM held on 29th September 2025 has approved the appointment of Secretarial Auditor M/s Kamal A. Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395), Vadodara for a period of 5 (five) consecutive Financial Years commencing from FY 2025-2026 up to ensuing FY 2029-2030 A copy of the Secretarial Audit Report issued in Form MR-3 by Kamal A Lalani, Secretarial Auditors is enclosed as Annexure-A to this report. Kamal A Lalani, Practicing Company Secretary (Membership No. F13814, COP No. 25395), has confirmed that his appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations.

Further, he has confirmed that he holds a valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Auditors Report mentioned in Annexure-A to this report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

The Secretarial Auditor has submitted their report in Form MR-3 for the financial year ended 31st March, 2026, which forms part of the Directors Report as Annexure D. The report confirms that the Company has complied with all applicable provisions of the Companies Act, SEBI regulations, and other statutory requirements. There is qualification made by the auditors in their Secretarial Audit Report of the Company for the financial year ended 31st March, 2026.

The observation made in the Secretarial Audit Report are as per the following:

During the period under review, the Company has submitted the required forms and returns with the Registrar of Companies (ROC)/Ministry of Corporate Affairs (MCA) within the prescribed time, except for a few e-forms which were submitted with additional fees. During the period under review, the Annual Disclosure on Large Corporate Entity in Annexure B2 not filed. During the period under review, the Company has failed to submit SDD Compliance Certificate with the Certificate of Practicing Company Secretary for the quarter March, June and Sep 2025 within the due time period. The Company has not complied with the SDD requirement during the year under review.

Managements Justification under MR-3

The Board of Directors, after due consideration, hereby places on record its justification with respect to the Secretarial Audit Report (Form MR-3) issued by the Practicing Company Secretary for the financial year. The observations contained in the said report have been duly noted and deliberated upon. The management clarifies that:

All statutory filings and compliances under the Companies Act, 2013 and SEBI (LODR) Regulations have been carried out within the prescribed timelines, except for minor procedural delays in certain instances, which were inadvertent and have since been rectified.

25. COST AUDIT AND COST RECORDS The provisions of Section 148 of the Companies Act, 2013, relating to the maintenance of cost records and cost audit, were not applicable to the Company during the financial year 2025-26.

The deviations noted in the MR-3 Report do not have any material impact on the operations, governance, or financial position of the Company. The Company has strengthened its internal monitoring and compliance systems to ensure that such procedural lapses do not recur in future. The Board affirms its commitment to maintaining the highest standards of corporate governance and regulatory compliance. Accordingly, the management submits that the qualifications/observations in the MR-3 Report are of procedural nature, stand duly addressed, and do not affect the overall compliance status of the Company. 25. COST AUDIT AND COST RECORDS The provisions of Section 148 of the Companies Act, 2013, relating to the maintenance of cost records and cost audit, were not applicable to the Company during the financial year 2025-26. 26. COMPLIANCE WITH SECRETARIAL STANDARDS The Companys Compliance function operates independently to ensure that all business and operational units adhere to applicable regulatory requirements and internal policies. The Compliance Department continues to play a vital role in implementing compliance processes in line with directives issued by regulatory authorities, the Board of Directors, and the Companys Compliance Policy. The Audit Committee periodically reviews the performance of the Compliance Department, as well as the status of adherence to regulatory and internal guidelines. Any new instructions or guidelines issued by regulatory bodies are promptly communicated across the organization to ensure that all business and functional units operate within the defined regulatory framework. This also facilitates effective monitoring and mitigation of compliance-related risks across various activities and processes. Furthermore, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, in accordance with the circulars issued by the Ministry of Corporate Affairs from time to time. 27. CEO / CFO CERTIFICATION In terms of Regulation 17(8) read with Part B of the Listing Regulations, a declaration by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Companys Code of Conduct during the FY 2025-2026. This declaration is required by Schedule V of the Securities and Exchange Board of Indias Listing Obligations 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 matters reported to the Audit Committee. Provided in this Report: Annexure – B 28. 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. https://www.wardwizardhealthcare.com/docs/Familiarization%20programme%20of%20Director.pdf

29. CORPORATE SOCIAL RESPONSIBILITY POLICY Pursuant to the provisions of Section 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 constitute a Corporate Social Responsibility (CSR) Committee 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 constitute a CSR Committee or formulate a CSR Policy under the said provisions.

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 particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples of the expected behavior from an employee in a given situation and the reporting structure. Management members are made aware of the provisions of the Code from time to time. The Company has obtained confirmations for compliance with the said code from all its Board members and Senior Management Personnel for the year ending March 31, 2026. The declaration by the Chairperson & Managing Director of the Company confirming the same is annexed to this report - Annexure - C 29. CORPORATE SOCIAL RESPONSIBILITY POLICY Pursuant to the provisions of Section 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 constitute a Corporate Social Responsibility (CSR) Committee 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 constitute a CSR Committee or formulate a CSR Policy under the said provisions. 30. 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 conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. This Policy is available on the Companys website at the weblink: https://www.wardwizardhealthcare.com/docs/Vigil_Machanism_New.pdf 31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS As required under Section 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 operations, particularly with respect to the preparation and presentation of its financial statements. The internal financial controls are designed to provide reasonable assurance regarding the reliability of financial reporting, accuracy and completeness of accounting records, integrity in the conduct of business, and the prevention and detection of frauds and errors. Comprehensive policies, standard operating 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 effectiveness of its internal financial controls, and no reportable material weaknesses were identified in the design or implementation of these controls. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems. In addition, it closely monitors the status of corrective actions taken in response to findings from internal audit reviews, ensuring continuous improvement in the internal control environment. 32 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.

33. 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 authorities, courts, or tribunals that would have an adverse impact on the Companys future operations or its status as a going concern. 34. 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, 2026 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. 35. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013 The particular of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including a certain arms length and the ordinary course of transactions under third proviso thereto has been disclosed in Form no AOC-2. 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.wardwizardhealthcare.com/docs/RPT updated%20Reg 46(g).pdf 36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report, providing a comprehensive overview of the Companys operational and financial performance, forms part of this Annual Report and is ed hereto as Annexure - F. 37. CORPORATE GOVERNANCE REPORT In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the following classes of listed entities: a) Listed entities 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 entities that have listed their specified securities on the SME Exchange. As on March 31, 2026—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 (339.59) lakhs, both of which are below the thresholds specified under the aforementioned regulation. 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 2025–26. 38. DECLARATION BY INDEPENDENT DIRECTORS Name of Director Category Mr. Paresh Prakashbhai Thakkar Non-Executive Independent Director Mr. Dharmendra Ramabhai Bhaliya Non-Executive Independent Director Mrs. Mansi Jayendra Bhatt Non-Executive Independent Director Mr. Mitesh Ghanshyambhai Rana Non-Executive Independent Director Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules

framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the companys Non-Executive Directors did not have any pecuniary relationship or transactions with the company, its holding, subsidiary or associate company, other than those permitted by law, except for sitting fees, commission, and expense reimbursement, as permitted by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. However, Mr. Dharmendra Ramabhai Bhaliya resigned on 11th April 2025. Separate meetings of the Independent Directors of the Company were held on 12th February, 2026.

framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the companys Non-Executive Directors did not have any pecuniary relationship or transactions with the company, its holding, subsidiary or associate company, other than those permitted by law, except for sitting fees, commission, and expense reimbursement, as permitted by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. However, Mr. Dharmendra Ramabhai Bhaliya resigned on 11th April 2025. Separate meetings of the Independent Directors of the Company were held on 12th February, 2026. 39. STATEMENT REGARDING INDEPENDENT DIRECTORS 40. POLICY ON DIRECTORS APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS In accordance with the provisions of Section 178 of the Companies Act, 2013 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 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a comprehensive Nomination and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management. As per the Policy, all proposals for appointment of Directors, KMP, and Senior Management are reviewed and recommended by the Nomination and Remuneration Committee (NRC) in its duly convened meetings before being placed before the Board for approval. The key features of the NRC Policy are as follows: i. Laying down the objectives of the Policy in line with the Companys long-term goals and governance principles. ii. Providing definitions for terms relevant to the Policy for better clarity and consistency. iii. Establishing a framework for the appointment and removal of Directors, KMP, and Senior Management personnel. iv. Outlining the guiding principles for determining the remuneration structure of Managerial Personnel, KMP, Senior Management, and other employees, ensuring fairness and competitiveness. v. Prescribing norms for determining the remuneration payable to Non-Executive and Independent Directors in line with applicable legal and regulatory provisions. The Nomination and Remuneration Policy is made available on the Companys website at https://wardwizardhealthcare.com for reference by stakeholders 41. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

42. 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 committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

In accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures have been provided and are annexed to the Boards Report as Annexure – D 42. 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 committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report. 43. 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 prevention, prohibition, and redressal of sexual harassment, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. During the financial year 2025–26, no complaints of sexual harassment were received by the Company. 44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information required under Section 134 of the Companies Act, 2013, read with the applicable provisions of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, is provided in Annexure – E to this Report. 45. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134(3)(c) of the Act, in relation to financial statements of the Company for the year ended March 31, 2026, the Board of Directors states that: a. In the preparation of the annual accounts, the applicable accounting 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 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 at March 31, 2026 and of the Loss of the Company for the year ended March 31, 2026; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The annual accounts / financial statements have been prepared on a going concern basis;

46. ACCEPTANCE OF PUBLIC DEPOSITS During the financial year 2025-26, the Company did not accept any deposits as defined under Section 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.

e. Proper internal financial controls are in place and are operating effectively; and f. Proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 46. ACCEPTANCE OF PUBLIC DEPOSITS During the financial year 2025-26, the Company did not accept any deposits as defined under Section 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. 47. 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 2025-26, there was no such instance. 48. 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 2025-26, the Company has maintained a clean legal record with respect to insolvency and bankruptcy matters. There have been no applications filed 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. 49. ANNUAL RETURN In compliance with the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) 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: https://wardwizardhealthcare.com/investor/reports/annual-reports 50 COMPANYS NEW WEBSITE LAUNCHED DETAILS The Company has changed its official website address from its old Website: https://www.ayokimercanthile.com/to New Website: https://wardwizardhealthcare.com/effective date from 16th July 2026. The change in the website address is intended to align with the Companys branding and business requirements. The new website will continue to host all information and disclosures required under the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws. For the convenience of the investors and stakeholders, the old website: https://www.ayokimercanthile.com/will remain accessible and will automatically redirect users to the new website: https://wardwizardhealthcare.com. Investors and stakeholders may access all corporate information, financial results, corporate governance disclosures, policies and investor-related information through the new website with effect from the abovementioned date.

51 CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

51 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 2025-26 to the shareholders has been dispensed with. Hence the Notice of the AGM along with the Annual Report 2025-26 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. Members may note that the Notice and Annual Report 2025-26 will also be available on the Companys https://wardwizardhealthcare.com/ Further as per Regulation 36(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, letter sent to those Members who have not registered their e-mail address(es) with the Company/ Purva Share Registry (India) Private Limited - Registrar and Transfer Agent/ Depository Participant(s), providing web-link of the Annual Report for the Financial Year 2025-26 and Notice of the 42nd Annual General Meeting. 52. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons." "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company and "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons" has been formulated to regulate, monitor and report trading by employees and other connected persons of the Company. 53. POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS The Company has established a comprehensive Policy on Document Preservation and Archiving in compliance with Regulation 9 and Regulation 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy sets forth clear guidelines for the retention, maintenance, and preservation of records and documents that are material to the Companys operations and statutory compliance. The policy is accessible on the companys website at https://wardwizardhealthcare.com/ 44. ACKNOWLEDGEMENTS 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 for the shareholders, consumers, and banks for their continued support.