wardwizard innovations mobility ltd share price Management discussions

GLOBAL ECONOMY

Organisations across the world have braved a viral storm and then an economic downturn in the past two years and it has not been an easy ride for them to sustain, let alone enhance profitability.

Global growth rate is expected to sharply decline to 1.7%¹ in 2023 induced by several factors. Policy tightening measures for controlling high levels of inflation, weak financial systems, continued Russia Ukraine crisis and the geoeconomic fragmentation, fragility of developed economies and other headwinds faced by emerging markets have manifested in unexpected ways and inarguably influenced the direction and magnitude of growth. The world has slowed down to an extent that it is gravely close to entering into a recession three years after emerging out from the pandemic of 2020. These forces which were a spill-over from 2022 to 2023, are now interacting with a new concern financial instability. Weakening investments, corporate defaults and decreased resilience of financial systems make the global scenario even more critical. In Q2 FY2023, inflation reached multidecade highs in many economies, which led to swift rise in interest rates and corresponding slowing of economic activity. Towards Q3 and Q4 FY2023, continued stringent monetary policies and a decline in commodity prices as compared to the last fiscal guided the global inflation to decline. However, the inflation level is still well beyond central bank targets. This is due to underlying pricing pressures as well as supply shocks and in some countries due to large currency depreciations vis-a-vis the US dollar and tight labour market conditions. Over FY2024, it is expected that inflation will gradually decline. Global trade paced down in second half of FY2023 mirroring a slowdown in global industrial production whereas services continued to prosper. Banking sector vulnerabilities have come into focus, with the bankruptcy of the regional banks in USA and the collapse of Credit Suisse, thereby foreboding the beginning of a global financial crisis. The worlds potential growth, calculated as the maximum long-term growth without triggering inflation, will hover around 2.2%¹ in this decade and there is a high probability that this could be a ‘lost decade of growth. Policy makers are now expected to deal with not just sticky inflation and low growth rate, but also with financial instability.

The automotive industry is also expected to navigate around the global economic vulnerabilities, however 2023 is supposed to be more rewarding than 2022. Though US car sales declined, sales showed an upward trend in APAC nations at a moderate pace. While it is anticipated that the automotive industry is likely to hit the high mark in 2025, 2023 will witness the sector being highly responsive towards climate change issues.

1 Source: World Bank, January 2023

INDIAN ECONOMY

India demonstrated resilience inspite of moderation in growth in the second half of FY2023. Notwithstanding significant global challenges, India remains one of the fastest growing economies in the world, and is also surpassing China as the ‘most populous nation. The rate of Indias economic growth averaged around 6.9% for the year². Growth was reinforced by robust investments which was augmented by governments capex and increasing private consumption. Inflation hovered around 7%, with current account deficit narrowing down in Q3 FY2023, because of flourishing service exports and marginal slowing down of global commodity prices. Merchandise exports rose in absolute terms but pace showed a slowdown. Electronics exports rose 57% as big players in the mobile equipment manufacturing segment are setting up production units in India, following the China+1 strategy.

Though India is one of the fastest growing countries, it has its share of challenges. Elevated though now relatively easing global commodity prices, slackening of pent-up pandemic-era demand, continuing weakness in the manufacturing sector, the fading of the pandemics low base effect, tightening financial conditions across the world, increased volatility in financial markets, reversal of capital flows, currency depreciation and global trade slowdown are some of the headwinds causing shocks and uncertainty to Indian economy. However, it is buffeted from the external shocks because of strong macroeconomic fundamentals.

The growth rate for India has been forecast at around 6.3% for the coming fiscal, growth slowing down slightly, due to factors like sluggish private consumption growth due to slow income growth and increase in borrowing costs, as well as low-paced government consumption growth due to withdrawal of pandemic-related fiscal support measures. However, the country is expected to show relatively better resilience to external shocks. Headline inflation is expected to dip from 7% to around 5.9% in FY2023. Along with reduction in government deficits, stabilization of debt-to-GDP ratio, further reduction in current account deficit from 3% to 2.1% and the banking sector remaining well-capitalized, the scenario inclines towards positive for the country. Nevertheless, it needs to be wary of some recent global developments like spill-overs from the US and European financial markets.

The automotive industry in India is getting primed to become the worlds third largest by 2030. A contribution of 7.1% to Indias GDP and a whopping 49% to the manufacturing GDP highlights the stellar performance of the industry. However, as a rising star in the world of Electric Vehicles, India is exhibiting an upward trajectory with robust growth in production and sales. Evolving into a leading player in the international automotive arena, Indias strategic focus is on innovation, infrastructure development and sustainable practices.

2 Source: World Bank

All India Vehicle Retail Data (No. of vehicles sold)

Category	FY23	FY22	FY21	FY20
2W	15,995,968	13,494,214	11,533,928	16,846,527
3W	767,071	417,108	258,172	719,643
PV	3,620,039	2,942,273	2,387,925	2,774,340
TRACTORS	827,403	766,545	644,965	555,540
CV	939,741	707,186	449,324	882,524
Total	22,150,222	16,375,799	15,274,314	21,778,574

Source: fada.org

ELECTRIC VEHICLES

Our planet Earth and its ecosystems have been facing the brunt of environmental damage for years and it has been a humble attempt of the auto industry to rescue the planet by giving rise to the most suitable saviour the Electric Vehicle (EV). Climate change, air pollution and carbon emissions are the new age invisible demons hovering around humanity. And in recent years, more and more nations are considering a serious combat against these monsters. One of the predominant contributors to the emissions is the transport sector. Transportation is responsible for the largest source of greenhouse gas emissions (27%). All modes road, sea as well as air commercial or otherwise burn fossil fuels and contribute to air pollution. The majority of emissions is of carbon-di-oxide ^(CO2^{) released by the combustion of petroleum-based products} in internal combustion engine (ICE) vehicles. Nominal amounts and hydrofluorocarbons ^{of nitrous oxide (NO}2^{), methane (CH}4⁾

(HFC) are also released by the combustion in vehicles. This heralds the entry of zero emissions vehicles Electric Vehicles one of the most sustainable, efficient, effective and economical ways to tackle the issue of the pollution occurring due to combustion engines in the transport sector. EVs use single or multiple electric motors for propulsion; there is no ICE in these vehicles, electricity being the major source of energy.

The main force driving the sale of EVs is sustained policy support from the governments. Quite a few nations of the world have vouched for the use of EVs and phasing out of ICE vehicles gradually in the coming years. Whilst some nations have embraced this change almost completely, few are almost near the finishing line, others are far from the beginning.

The manufacturing line of an EV is completely different from that of an ICE vehicle, starting from supply chain to assembly lines to design. Thus, even for established automotive companies, migrating to production of EVs involves revamping the entire structural setup.

With EVs, the conventional motors get replaced by magnet motors, with an efficiency at around 90% vs a 35% efficiency in ICE. Major international auto players have started investing in the EV sector. The global EV sector is highly competitive and fragmented, and there is a possibility of collaboration to gain competitive advantage.

What makes EV business worthwhile?

• Apart from the environmental impact of ICE vehicles, an upsurge in fuel prices all over the world in the recent past have paved the way for adoption of EV.

• In addition, maintenance cost of EVs is lesser compared to the traditional fuel vehicles.

GLOBAL EV MARKET

The global EV market is undergoing a massive change, enabling entry of the world into the Electric Disruption Zone. Electrification is expected to avoid the need for 5 million barrels of oil a day by 2030.

CLASSIFICATION OF EVS

EVs are classified into three main categories:

1. Battery Electric Vehicle / All electric vehicle (BEV) Contains motors and batteries 2. Hybrid Electric Vehicle (HEV) Powered by both fuel and electricity 3. Plug in Hybrid Electric Vehicle (PHEV) sub type of HEV

In another way of classification, the global EV industry is segmented in terms of Light-Duty Vehicles (LDV), Trucks, Buses, Electric 2-Wheelers (E2W) and Electric 3-Wheelers (E3W). LDV comprises passenger vehicles, light trucks and light commercial vehicles and Trucks comprise medium and heavy-duty vehicles. While LDVs have already gained traction and Buses on the road have reached a significant cumulative number, Trucks are yet to see momentum. E2W and E3W are limited to a few regions of the world.

Global EVs clocked an estimated sale of 105 million units in 2022, an increase of almost 55% over 2021 and are predicted to grow by 35% in 2023. Global LDV sales for 2022 stood at 81 million units. It is predicted that by the end of 2023 there would be 143 million EVs in operation². intensifies, EV sales in USA and Canada increased by 48% y-o-y. Norway had the highest market share of EVs (BEV 71 % + PHEV 8 %), China had 27 %, Europe 20.8 % and USA 7.2 %. The fastest growing markets were Indonesia (from 1000 to 10000), India with +223% to 50000, New Zealand +151 % to 23000. EV supply and adoption is now spreading rapidly into the global south².

Inspite of an exponential increase in the sales of EVs, their percentage in total auto sales remains low at around 16%.

Global EV Sales

Source: The Electric Vehicle World Sales Database

In value terms, the market is expected to grow from USD 384 billion in 2022 to USD 500.48 billion in 2023 and 1579 billion in 2030 growing at a CAGR of 17.8% in that period³. The EV adoption rate is high in Asia Pacific nations compared to Rest of the World, since most of the Original Equipment Manufacturers (OEMs) for EVs are present in this region. Under vehicle segments, the passenger car segment possesses the highest market share in EVs (almost 90%) in APAC. Commercial vehicles are slowly gaining growth, since the newer version of batteries are expected to bear high load capacity required for commercial vehicles.

In emerging and developing economies, the most dynamic area of electric mobility is two- or three-wheel vehicles, which outnumber cars.

1 Source: International Energy Agency (IEA)

2 Source: The Electric Vehicle World Sales Database

3 Source: Fortune Business Insights

INDIAN EV MARKET

India is rapidly accelerating towards becoming the powerhouse of EV production. Electrification of the transport sector is proceeding at an extraordinary pace. As climate change there is a corresponding increase in people awareness and businesses modifying their EV technologies. The EV story in the Indian context is highly focussed on E2W and capturing this sea of opportunity will be a game changer for the EV manufacturing companies. Setting the pace of growth with timely technological advancements and strategic approach, set against the backdrop of rising fuel prices, the Indian EV industry is ready to capture the markets, both domestically and internationally.

The massive potential of the country for producing and using EVs cannot be denied. India is gradually becoming the largest EV market for E2W, E3W and E-cars. The sunrise sector is catering to the sustainability and green goals of the nation, redefining the travel and transport systems.

The Indian governments policies like the National Electric Mobility Mission Plan 2020, Faster Adoption and Manufacturing of Hybrid and Electric Vehicles (FAME), and Production Linked Incentives have been helpful to the industry. On the other hand, the EV industry has been working toward charging infrastructure and battery swapping to expedite the electrification of mobility. According to the India Energy Storage Alliance (IESA) estimates, the EV market in India is expected to achieve a Compounded Annual Growth Rate (CAGR) of 49% in the 2021-2030 period, with 1 crore annual sales by 2030.

Source: Financial Express, Times of India

The broad spectrum, across which the Indian terrain and the Indian climatic conditions are, defines the Indian EV industry, and the products of this industry can survive in any other geography. Apart from the final products, the intermediate products like battery, motor controllers among the others, produced through the domestic manufacturing system have great potential for exports. Long-term players of the auto industry, with their economies of scale and nation-wide network of suppliers, distributors, dealers and partners, are pivoting towards the electric transport segment.

India is among the most polluted countries in the world. 97% of the overall vehicle sales in the last five years have been from conventional vehicles (petrol and diesel). Electric 2-wheelers are the fastest growing segment within Indias dynamic EV market. The EV market in India is estimated to reach Rs. 50,000 crore (USD 7.09 billion) by 2025.

The electric 2-wheeler industry accounts for 61.5% of total EV sales in India. It is the most affordable EV sub-segment and sold 720,733 units in FY2023, registering a 185% y-o-y growth (FY2022: 252,539 units). The Indian automotive electric 2-wheeler industry grew by more than 300% in 2022 and is expected to cross 50% market share by 2023, with connected two-wheelers and high-speed electric vehicles driving the growth. In the month of February 2023 alone, the electric 2-wheeler sales touched 65,700 units, which is almost double the quantity of February 2022.

Source: Federation of Automobile Dealers Association (FADA)

The Indian government has planned USD 3.5 billion in incentives over a five-year period until 2026 under a revamped scheme to encourage production and export of clean technology vehicles. Investment flow into EV start-ups in 2021 touched an all-time high, increasing nearly 255% to reach Rs. 3,307 crore (USD 444 million).

A report by India Energy Storage Alliance estimated that the EV market in India is likely to increase at a CAGR of 36% until 2026. The projection for the EV battery market is forecast to expand at a CAGR of 30% during the same period. The Indian government is working to create an integrated EV mobility ecosystem with a low carbon footprint and high passenger density with an emphasis on urban transportation reform. There is a need to set up proper charging infrastructure for EVs in India, and various public sector firms, ministries and railways have come together to create infrastructure and to manufacture components.

The Government approved FAME plans to cover all vehicle segments and all forms of hybrid and pure EVs. FAME-I was extended until March 31, 2019. In February 2019, the Government of India approved FAME-II scheme with a fund requirement of Rs.10,000 crore (USD 1.39 billion) for FY20-22. In the year 2021, Indias spending on electrical architecture development, such as battery development, electrification, e-motors and power electronics, summed up to Rs. 48,215 crores (USD 6.39 billion).

FY2023 has seen an overwhelming response for EV sales in India. EV sales in the country surpassed the 1 million mark in a year for the first time. While total EV sales were just above 4.5 lakh units in FY2022, the same reached the mark of over 12.4 lakh units in FY2023, registering a growth of 172% over the previous year.

The strong growth in EV sales has been led by two categories, the electric two (E2W) and three wheelers (E3W). Together, these two categories accounted for ~96% of overall electric vehicle (EV) sales during the year. The E2Ws, the most affordable EV segment witnessed total sales of 7,74,614 units in FY2023, compared to only 2,69,138 units in FY2022, recording a growth of 188% over the previous year.

Digging a little deeper, categorizing the EV industry according to the most affordable price range in the zero emissions segment, E2W and E3W have recorded the highest sales.

INDIAN EV TREND MARCH 2023

As on March 2023, Vahan Dashboard provides the following data for sales of EVs.

STATE WISE POLICIES FOR EVs

State	Gujarat and Assam	Delhi	Kerela	Maharashtra	Manipur	Odisha
2-wheeler	Rs. 10,000/ kWh	Demand Generation Incentive: Up to Rs. 30,000. Purchase Incentive: Rs. 5,000/kWh up to Rs. 30,000.	-	Rs. 5,000/kWh up to Rs. 10,000 for the first 100,000 electric 2-wheelers.	Rs. 10,000/kWh up to Rs. 1,50,000 for the first 3,500 electric 2- wheelers	15% up to Rs. 5,000
3-wheeler	Rs. 10,000 / kWh	Purchase Incentive of Rs. 30,000 Interest subvention of 5% on loans and/or hire purchase scheme for the purchase	25% of the EV up to Rs. 30,000	Rs. 5,000/kWh up to Rs. 30,000 for the first 15,000 electric 3- wheelers autos Rs. 5,000/kWh up to Rs. 30,000 for the first 10,000 electric 3- wheelers goods carrier	Rs. 4,000/kWh up to Rs. 5,00,000 for the first 200 electric 3- wheelers	15% up to Rs. 12,000
4-wheeler	Rs. 10,000 / kWh	Purchase Incentive of Rs. 10,000 /kWh up to Rs. 1,50,000 for the first 1000 e-cars	-	Rs. 5,000/kWh up to Rs. 1,50,000 for the first 10,000 electric 4- wheelers cars Rs. 5,000/kWh up to Rs. 1,00,000 for the first 10,000 electric 4- wheelers goods carrier	Rs. 4,000/ kWh up to Rs. 15,00,000 for the first 2,500 electric 4-wheelers	15% up to Rs. 1,00,000

Source: https://e-amrit.niti.gov.in/state-level-policies

OUTLOOK FOR FY2024

FY2023 was the first financial year without any direct impact of the pandemic. After witnessing a double-digit growth in FY2023 in most segments, FY2024 is expected to have slightly shrunken growth in single digits due to inflationary high base, pressures, routine price hikes and regulatory changes. The untimely rains and hailstorms in North and Central India have destroyed key rabi crops and delayed harvesting, which will have a negative impact on rural sales of automobiles. The year will also witness high EV penetration which will eat into ICE market share.

Overall, F2024 will be a year of consolidation for the India Auto Retail Industry with an overall single digit growth over previous year.

ELECTRIC 2 WHEELERS AND 3 WHEELERS

To the first world, it appears that EVs mean cars or four-wheelers. It is time that role of two-wheeled and three-wheeled EVs is recognised in the climate action. 2W and 3W are a general mode of mobility mostly in third-world countries like India, but they offer low-hanging fruits when it comes to electrification at a faster pace.

Being economical last-mile connectivity, E3W have been witnessing more proliferation than other EVs. That was until FY2021. But sales volume of E2W exceeded E3W in FY2022 and FY2023. Considering the dominance of the middle class, these economic versions have been at the forefront in the electrification of mobility in India.

There has been an increasing share of E2W and E3W in the markets. Some of the critical factors across customers across age groups and income ranges while making a choice of E2W are ride comfort, range, battery life and charging time. These product attributes directly impact the overall usability and convenience of EVs, making them crucial considerations for consumers when choosing a specific brand of EV.

DEMAND DRIVERS FOR E2W AND E3W

• Cost-conscious users in this segment, especially 3-wheelers

• Unorganised suppliers offering low price products assembled from CKDs imported from China

• Short distances of travel

• Ease in driving

• Comparatively easier manufacturing and the requirement of low investments attract new players into the industry

• Convergence Energy Services Ltd (CESL) has been aggregating the demand for E3W for different use categories such as garbage disposal, freight loaders, food and vaccine transport and passenger autos.

• CESL has created https://www.myev.org.in an online multi-brand portal for the purchase of E2W and E3W to aggregate the demand from government departments.

EV30@30 – a campaign of the Clean Energy Ministerial (CEM) - to achieve 30% more sales of EVs by 2030 is supported by India, for it recognizes the significance of lessening carbon emissions in the automotive sector. Apart from this, India realises the paramount importance of striving towards energy efficiency and probably the most effective way to do this is electrification of the transport sector.

India is the fourth largest contributor to air pollution across the world, emitting 2597 mt of CO2. It has taken a pledge to obtain 50% of its energy from renewable resources by 2030. This is a major driver for the EV industry, to facilitate India towards achieving its climate goals.

E3W can be broadly categorized into •?e-Rickshaw •?e-Auto •?e-Cargo Auto

Inspite of e-Rickshaw having a massive 80% market share in the E3W market, it is expected that e-Auto and e-Cargo Auto would grow at double the rate at which e-Rickshaw will, till FY2028.

Outlook for E3W

The market for e-Auto and e-Cargo Auto is on a rapid growth mode, creating the appropriate phase for a player to enter this segment and seize the opportunities. This growth can be attributed to the governments initiatives to promote EVs in the transportation of goods and to adopt EVs for last-mile delivery purposes.

EV CHARGING INFRASTRUCTURE

While electric vehicles are on a growth spurt, a simultaneous growth of the charging infrastructure is mandatory to support the growth. By 2030, India would need a total of 39 lakh public and semi-public charging stations, for a ratio of 1 station per 20 vehicles.

This ratio currently stands at approximately 1 charging station per 135 EVs and is considerably lower than the global ratio of 1 charging station per 6 to 20 EVs. This dearth of charging stations could take India to a 40% lower level in its EV 30@30 vision. This indicates a pressing need for an improvement in Indias charging infrastructure. According to the Ministry of Power guidelines, the EV charging infrastructure is categorised in five broad areas. These are Electric Vehicle Supply Equipment (EVSE), Public Charging Stations (for the masses), Battery Charging Stations (where the discharged or partially discharged batteries for EVs are recharged), Captive Charging Stations (exclusive stations owned or under the control of owners of the charging station) and Battery Swapping Stations (where any electric vehicle can get its discharged battery or partially charged battery replaced by a charged battery). A robust nationwide charging network is crucial to promoting ongoing EV adoption in India, because it can help EV owners charge their vehicles quickly and conveniently, as well as eliminate the concerns about range anxiety, which is still a primary deterrent against EV adoption.

The Government of India has launched many EV charging infrastructure initiatives. Most notably, the Faster Adoption and Manufacturing of (Hybrid &) Electric Vehicles (FAME) scheme provides incentives for EV adoption and charging infrastructure growth. The government has further accelerated EV adoption by setting up the National Electric Mobility Mission Plan (NEMMP), which incentivizes EV purchases.

Inadequate power grid, lack of public charging infrastructure and the countrys geographical expanse and diversity form the challenge framework of the charging infrastructure in India. Apart from integrating renewable energy resources, there is also a need for incentivising private sector investments.

COMPARITIVE ANALYSIS OF THE ELETRIC VEHICLE vs THE TRADITIONAL ICE

Electric Vehicle	ICE
Simple components and less in number	Complex parts and high in number
Longer life (3.5 years more than ICE)	Comparatively shorter life
Can offer full torque at zero RPM (powerful even at less speed)	Can only operate in a certain RPM range
Have a significantly higher upfront cost, as compared to ICE vehicles, largely on account of battery costs.	The operating costs for an EV are much lower.
Very meagre maintenance cost	High maintenance costs
Eco-friendly	Causes air pollution

SWOT ANALYSIS

Strengths (Positives for the Sector)

• Favourable government policies incentivising the companies by offering exemptions on taxes and duties and giving subsidies.

• Enactment of stringent emission and fuel economy norms.

• Government investment in infrastructure related to EVs

• Strict policy regulations on ICE vehicles for emissions like manufacturing BS-VI vehicles post April 2020 to reduce air pollution.

• Increasing consumer demand due to awareness of environmental concerns.

• Ongoing technology upgradation and significant R&D.

• Attempt in reduction of prices of batteries to lower the cost of EVs.

• Development of private and semi-public charging stations.

• Joint venture between three major PSUs NALCO, HCL and MECL to explore for minerals in foreign regions.

• Intent to reduce imported petroleum products to conserve foreign exchange.

• Increased generation of renewable energies to assure green energy for EVs.

Weaknesses (Negatives for the Sector)

• Relatively high manufacturing cost lack of economies of scale because there is no mass production

• No localised value chains

• Affected by global supply chain disruptions since most of the raw materials for the manufacturing of battery and other components need to be imported (India lacks adequate reserves of required minerals)

• Limited avenues for building up domestic capacity generation

• High initial investments of EV charging infrastructure

• Insufficient EV charging infrastructure

• Limited B2B interaction for expansion of infrastructural capacity

Opportunities

• Elevated air pollution levels in India creating a pressing need for adoption of non-fuel vehicles (22 out of 30 worlds most polluted cities are in India) causing over 1 million deaths.

• Increasing inclination of India towards reaching Sustainability Development Goals

• Growing demand for EVs in the automotive sector in the passenger category

• Rise in demand for EVs in commercial category

• Continuous research and development (R&D)

Threats

• Fragmented market

• Risk of safety / credibility issues of the products

• Higher initial price of EVs compare to ICE vehicles

• Majority of the products have low range and low speed performance, becoming ineligible for government subsidies

• Standardization for EV charging units absent

• Low level of financing options

• Trade monopolies by certain jurisdictions with respect to key minerals (viz. cobalt, lithium, nickel, copper, aluminium)

• Emissions due to high volume electricity generation Electricity sales to charge EVs are currently valued at USD 8.5 billion per year. In contrast, the sale of oil products for road transport is currently a business worth USD 1.4 trillion each year.

After FAME II subsidy this cost can not be more then 73%, need to check accuracy of data This diminishing price gap between the two types of vehicles is primarily because of the escalating fuel prices for maintaining an ICE and government initiatives and reduction in raw material prices, making EVs more affordable. Thus, skyrocketing fuel prices due to the continuing geopolitical tension across the world have turned out to be a blessing in disguise for EV manufacturers, making people aware and awaken to the world of EVs.

Positive Trends in the EV Sector – Government policies

• FAME Scheme

The Scheme for Faster Adoption and Manufacturing of Electric Vehicles (FAME) of the Ministry of Heavy Industries, India - serves as a catalyst for transitioning from petrol and diesel vehicles to electric ones. FAME-II, introduced in 2019 with a budget of Rs 10,000 crore (USD 1.2 billion), aims to accelerate the adoption of EVs by providing financial support for various categories including E2W, E3W, e-buses and e-passenger vehicles. The scheme allows companies to offer up to a 40% discount on locally manufactured EVs, which can be claimed as a government subsidy. Recently extended until March 2024, FAME-II is expected to drive significant growth in Indias EV market.

Under FAME-II, 2877 public EV charging stations amounting to approximately Rs. 500 Crore in 68 cities across 25 States/UTs and 1576 charging stations amounting to Rs. 108 crores across 9 Expressways and 16 Highways is expected to be developed.

• PLI Scheme

Launched by the Department of Heavy Industries, this scheme is designed to attract investments in Indias advanced chemistry cell battery storage manufacturing facilities in India. It provides financial incentives to eligible manufacturers based on their incremental sales of EVs, promoting self-reliance in battery manufacturing. Government of India is currently providing support up to Rs. 362 crore per gigawatt for the EV sector under the PLI Scheme.

• E-Amrit

E-Amrit has been developed and hosted by NITI Aayog under a collaborative knowledge exchange programme with the UK government and as part of the UK India Joint Roadmap 2030, signed by the Prime Ministers of the two countries. E-Amrit is a one-stop destination for all information on EVs busting myths around the adoption of EVs, their purchase, investment opportunities, policies and subsidies.

• Custom duty

The Indian government has proposed a reduction in customs duties on key components of EV motor parts and batteries such as nickel ore, concentrates, nickel oxide, and ferro nickel. This aims to support local EV battery producers and lower the overall production costs of EVs.

• Special e-mobility zones

To address traffic congestion caused by private vehicles and promote the market share of EVs, special e-mobility zones will be established in major cities across India. These zones will restrict access to only EVs or comparable alternatives, creating an environment conducive to the growth of EV adoption.

• Battery Swapping Policy

The policy seeks to establish uniform EV battery standards and facilitate the adoption of EVs in time-sensitive sectors such as deliveries and inter-city transportation. It offers a practical alternative to on-the-spot recharging through battery swapping. By standardizing battery configurations, this initiative will ensure interoperability, eliminate concerns about battery compatibility and reduce costs for battery producers.

• Role of the oil sector

22,000 EV charging stations to be set up by Oil Marketing Companies across the country in prominent cities and highways.

• Role of NBFCs

Banks and non-banking financial companies (NBFCs) in India have the potential to achieve an EV financing market size of Rs. 40,000 crore (USD 5 billion) by 2025 and Rs. 3.7 lakh crore (USD 50 billion) by 2030.

• IREDA

IREDA, the largest lender of the Renewable Energy sector in India, financed Blusmart Mobility for Rs. 268 crores to purchase 3000 electric cars, boosting demand for the same.

These government incentives and support mechanisms are of paramount importance if growth has to be driven in Indias EV industry.

As India sets ambitious targets to have 30% of all vehicles on its roads running on electricity by 2030, there are a few challenges that have arose and need to be considered

Starting from June 2023, the FAME-II subsidy on electric 2Ws would be reduced as follows:

• Subsidy on E2Ws reduced from Rs. 15,000/kWh to Rs. 10,000/kWh of battery capacity.

• Maximum subsidy capped at 15% of the ex-factory price of the vehicle, down from 40%.

Requirements for the Sector

• There is a burning necessity to develop an EV-exclusive cluster, irrespective of the presence of the already existing five auto clusters in India.

• Need for skilled human resources and R&D support, lack of institutions providing dedicated course material for the subject.

• Favourable investment climate for the growth of the industry, especially in the embryonic stage, from both domestic and international avenues.

• Stronger enforcement of laws.

• Providing incubatory support to startups in the sector.

• Logistical support along the value chain (raw materials to finished goods).

• Ensuring resilient supply and sustainable supply chain.

• Unified approach amongst states having varying levels of manufacturing and resource potential, waiting to be unearthed.

• Alternative electricity generation methods or renewable power generation technology need to be adopted, for the future.

India, by leveraging its competitive advantages, has the capability of becoming a global power house for EVs, that can cater to the ever-growing demand arising from all parts of the world, whilst simultaneously propelling progression within local markets.

WARDWIZARD INNOVATIONS AND MOBILITY LIMITED

Electric Vehicles are no longer futuristic fictional fantasies, they are almost ruling the roads within the nation, in some cases shifting gears faster than their fuel-based counterparts. With climate change issues percolating into the existence of mankind, adopting EVs is one of the ways to promote a cleaner, greener with no emissions and Wardwizard Innovations and Mobility Limited is making this transition easier as well as enabling this shift with lightning speed.

Wardwizard is the first company listed on the Bombay Stock Exchange (BSE) under the EV category. The company was incorporated in 2016 as Wardwizard Solutions Ltd., but subsequently, in 2019, with the change in Control and Management, it was renamed as Wardwizard Innovations and Mobility Limited.

THE BUSINESS

The core business of Wardwizard is manufacturing EVs, with a focus on sustainable mobility solutions. With a current Market capitalization as of Rs.1350 crore on 31.03.2023 this innovation driven company had entered the EV space with a commitment to make India travel in an eco-friendly way.

The three-pronged Unique Selling Proposition is the driving factor behind the business model-

The product portfolio, under the flagship brand ‘Joy e-Bike churns out more than 10 models, creating biking options for all age groups (from a novice of 15 years to a 70-year veteran), with price oscillating between a few thousands to a couple of lacs. Wardwizard envisions the dawn of a new era for India, not just in the way India travels, but also in the way the travel and transport business is executed. Its working model is based on the underlying vision ‘Empowerment of Enterprise to enable the smaller dealers, in semi urban and rural areas to invest in dealership without huge capital investments. There is no direct involvement of the company in the consumer market. The company has established its presence through a dealership network having 750+ dealers, wherein almost 60% of them are based in the Tier 2 & tier 3 Cities.

The company is on an expansion mode across India, and the growth has been exponential this year. It is setting new targets to reach newer heights in FY2023, to weave a stronger network of dealers, expand product portfolio, and diversify into new segments. The team at WIML has pledged to strengthen the EV ecosystem to generate more jobs in the industry and deepen the focus on tri-vertical approach for the growth of green mobility.

THE VISION

To be the pioneers in next gen mobility solutions and usher the era of clean and green transport, factoring in sustainability, feasibility, availability and responsibility, with the underlying focus on ‘Empowerment of Enterprise

THE MISSION

To bring about EV revolution in the country, with an endeavour to provide quality products to the customers.

THE PLANT

The state-of-the-art plant at Vadodara, Gujarat was inaugurated in January 2021 and is capable of producing about 4 lac electric two-wheelers per annum on a three-shift basis.

The plant has also commenced production of Electric 3 wheelers.

EMPLOYMENT

As at the end of FY2023, there are 178 Employees at the plant, head office and branches.

PRODUCTS ON OFFER

Wardwizard has a strong product portfolio and has established its presence across different categories of pricing, speed and riding modes. The flagship brand of the company Joy eBike and Joy E-Rik has various sub-brands or models to suit different categories of customers, each equipped with smart and intelligent features like anti-theft, regenerative braking, reverse mode to name a few and the products are well suited to Indian roads. Cutting edge technology goes into the design and development of the products by the R&D team, with a focus on promoting localization and the ‘Make-in-India initiative.

The United Nations has always promoted policies for a green economy which betters well-being of mankind and builds social equity whilst reducing environmental risks and insufficiencies. To foster the green initiative in the citizens of the country, Wardwizard offers the following product models which are currently available for sale.

Model	Type	Top speed (Km/hour)	Range per charge (Km)	Charging time (hours)
Thunderbolt	High Speed Motorcycle	90	100	9
Hurricane	High Speed Motorcycle	90	100	9
Beast	High Speed Motorcycle	90	100	9
E-monster	High Speed Motorcycle	60	95	5.5
Monster	Low Speed Motorcycle	25	75	4.5
Wolf +	High Speed Scooter	55	88	4-5
Gen Next Nanu+	High Speed Scooter	55	88	4-5
Glob*	Low-speed Scooter	25	55-60	4-5
Wolf*	Low-speed Scooter	25	55-60	4-5
Gen Next Nanu*	Low-speed Scooter	25	55-60	4-5
MIHOS	High Speed Scooter	65	130	5
e-Rik	3 wheeler	50-55	80-85	3.5-4
Wolf Eco	High Speed Scooter	46	90	4-5
Genx Eco	High Speed Scooter	46	90	4-5

*license or registration not required

The high-speed segment products come as a next step after establishing the companys presence across low-speed bikes and is an attraction for all age groups, especially the next-gen commuter, with the spotlight on leading technology, efficiency and comfort. Further, the range of products have a comprehensive three-year warranty period.

The models come with a cloud based mobile application ‘Joy eConnect with new age technology to enrich each riding experience for the customers. The app helps to track the following:

• Mileage

• Analytics

• Rider details

• Battery management

• Real time tracking

• Green analysis (amount saved due to fuel conservation)

SHOWROOM DISTRIBUTOR MODEL

Joy e-bikes, the brand of Wardwizard, with 10+ products in its portfolio exhibits profitability, sustainability and growth. Under the showroom-distributor model, the Company sets up to 1500 sq. ft. showroom with fully finished interiors and design and setup of all the touchpoints. The existing dealer network will be transferred to showroom-distributor and it will be mandatory for the dealers to purchase bikes from showroom-distributor only. An Assistant Sales Manager would take care of secondary sales from dealers and Regional Showroom Manager would provide support and monitor the sales. The new dealers would be appointed only through the Regional Channel Sales Manager.

In accordance with the strategic expansion plan for increasing its reach, Wardwizard has inaugurated 12 exclusive distributor showrooms across 11 cities in India spread out across Maharashtra, Rajasthan, Uttar Pradesh, Bihar, Gujarat, Odisha and Delhi. This model will smoothen the supply chain for distributors and dealers thus also enabling easier access to the products for its customers.

Apart from delivering customers a hands-on experience and a detailed understanding of the products, the Company would also offer personalised solutions to the customers based on their comfort and requirement. Thus, a holistic customer-centric experience through excellent sales and after sales service facilities offers a seamless buy-sell journey for both customers and the Company. Furthering this model would also enhance relationship with the taluka level dealers and establish everlasting connections with the people.

Additionally, there is a restructure to the distribution dealer model, which will result in 150 distributor showrooms being built at the district level. The Company has a network of 600 touch points across India and this new distribution dealer model would empower the high performing taluka dealers as District Distributors, thus reinforcing Wardwizards presence in the EV market.

STEPS TAKEN TO IMPROVE BATTERY SAFETY BY WARDWIZARD

• Stringent Quality Control

Assigning a company representative at the manufacturing site to establish rigorous quality control measures, ensuring early detection and resolution of any potential defects or issues throughout the process.

• Data Collection and Monitoring

Our AI technology diligently monitors battery parameters like voltage, current, temperature, state of health, state of charge, Current limits, Protection Status, error codes, and protection status. Users receive immediate SMS or email alerts for any irregularities.

• Higher Grade Material

Certified cells (IS 16893-Part 2 and Part 3) with enhanced thermal stability and puncture resistance. 99.5% pure nickel and fire-resistant, mechanically strong cell holders.

• Effective Thermal Management

Implementing efficient thermal management systems within batteries ensures temperature regulation, prevents overheating, and dissipates excess heat. This is achieved through the utilization of thermal pads or potting material.

• Comprehensive Testing Protocols

All Batteries go through rigorous testing protocols to check performance, safety, and reliability tests, to identify and address any potential issues.

• Mechanical Integrity

The battery pack is built with utmost structural integrity, guaranteeing a secure assembly. This encompasses meticulous design and construction of the pack enclosure, frame, and mounting components, ensuring precise alignment and secure attachment of battery cells and other essential components.

• Smart Battery Management Systems (BMS)

Smart CAN-based Battery Management System (BMS) incorporates several crucial safety features to ensure the optimal performance and protection of the battery system i) Over-voltage protection: Safeguards the battery pack by monitoring and preventing voltage levels from exceeding safe limits, minimizing the risk of damage or failure. ii) Over-charge protection: Monitors the charging process to prevent excessive charging, which can lead to battery degradation or hazardous conditions. iii) Over-discharge protection: Monitors the batterys discharge levels to prevent it from reaching critically low levels, protecting against potential damage and prolonging battery lifespan. iv) Over-temperature protection: Continuously monitors the batterys temperature and activates safeguards if it exceeds safe thresholds, preventing overheating and potential thermal runaway. v) Overcurrent protection: Detects and limits excessive current flow, protecting the battery cells and electrical components from damage caused by high current conditions. vi) Short-circuit protection: Rapidly detects and responds to short circuits, ensuring immediate disconnection of the circuit to prevent damage or safety hazards. These safety features collectively work to enhance the reliability, longevity, and safety of the battery system, reducing the risk of critical failures or accidents.

• Protection and Safety Features

Our Battery packs incorporates appropriate safety features, such as fuses to prevent overcurrent and short circuits, Pressure Vents, silicone insulated cables to help safeguard the battery cells and the overall pack from potentially hazardous conditions.

• Enclosure and Sealing

The battery pack enclosure is thoughtfully designed to safeguard against environmental factors and impacts. Through the implementation of effective sealing techniques, such as gaskets or adhesives, a secure seal is achieved, preventing the entry of contaminants and maintaining the integrity of the battery pack.

• Continuous Research and Development

Our research aims to comprehend battery aging, reduce degradation, and enhance lifespan. We explore CAN communication protocols for improved BMS connectivity, data logging, and remote monitoring. Advanced data analytics and machine learning are employed to optimize battery performance through analysis of battery data.

• Improved Battery Life

We have developed diverse charging profiles that allow users to select their preferred charging speeds. Improvements in Depth of Discharge (DOD) have been made to enhance cycle life, battery efficiency, health, and aging. Peak and continuous discharging currents are limited to 1C and 0.7C respectively. By implementing these current limits, we effectively mitigate temperature rise, reducing the risk of thermal runaway and significantly enhancing battery safety and longevity

QUALITY SYSTEMS

1. Quality Controls of New Product Development

• Process Mapping is done for Design and Development phase to control the and monitor the product requirements.

• Procedure is made of new part development to improve the consistency, easy to keep up-to-date, and standardize the process.

2. Quality Control of Incoming Process

• Incoming Inspection Procedure

• Incoming Inspection Standard

• Visual Standard

• Limit Sample

• List of Instruments and their calibration plan

3. Quality Control of Vendor Management

Supplier Quality Manual Prepared for the monitoring the supplier management to control the process and performance of the supplier.

Some Key Points of Supplier Management

PPAP Audit

Retro PPAP

Supplier System Audit

Supplier Process Audit

Supplier PDI report

Supplier Inspector Certificate

Supplier Performance Monitoring (Quality Rating) 4. Quality Controls of Process

Process Flow Diagram

Quality Control Process

Process wise SOP made for Operator clarification

Separate History Process Audit Torque Audit

MSN/PSN Monitoring. ECR/ECN, FTR

Multiskilling 1m3s (1 man 3 stage) 5. Quality Controls Final Inspection and PDI

Procedure for Final inspection Final Inspection Check sheet

History card Traceability of vehicle

Defect PDCA (Plan Do Check Act)

Master Audit / Stock Audit

Product Audit

Control of non- confirming product procedure

Quality Alert for any customer complaint.

6. Quality Management Systems

Formatting of all Documents

Procedure of all process

5 level of documents Manuals

Risk Assessment

Training Needs Identification

OUTLOOK FOR THE FUTURE

In India, the EV industry in general, and E2W in particular, is still in a formative phase. Wardwizard has robust plans to grow in the entire value chain of the E2W from chassis to batteries as well as parts and components. The company also has aligned itself psychologically, philosophically and strategically to electrify the mobility sector with Net-Zero Emissions by 2050. It has a vision of Ecopreneurship, which perfectly fits into the UNs goal of sustainable business operations. Being ahead of many others in terms of expertise and intent to invest, Wardwizard would take an active role in shaping the future of the E2W industry. It has been making itself equipped to capture 25% of the E2W market share by 2030.

EV ANCILLARY CLUSTER

Wardwizard, jointly with its Promoters & Promoters Group, has acquired 4 Mn sq. ft. of land to develop Indias first-ever EV ancillary cluster near the newly inaugurated global headquarters in Vadodara. The Company has signed a MoU with the Gujarat Government for the investment of Rs. 500 crores for R&D of EVs. The primary aim of the project is to provide a unique solution to localize and strengthen the supply chain of raw materials required for the manufacturing of EV, thus fostering and fastening the development of the EV market in India. Manufacturing partners will be invited to co-locate their production units and utilize state-of the-art facilities, resources, and labour to manufacture essential components.

Wardwizard has signed a MoU with Singapore Based Company a renewable energy consulting firm in Singapore, for feasibility study and identification of potential partners for setting up the Li-ion cells production plant and R&D lab.

Wardwizard is focussing on the entire supply chain ecosystem. The EV Ancillary Cluster will invite manufacturing partners to set up their production units for developing and manufacturing their respective products. They will be allocated places to set up their production units (ancillaries) under one roof. Thus, the cluster would become an integrated and cost-effective plant with all the essential components like Motor, Battery, Chassis, Steel parts, Chargers, Controllers, Electronic Components, etc. being made at one location. Wardwizard will be supporting the ancillaries by providing ultra-modern facilities including land, manpower and other essential resources. The ancillary is located on Vadodara-Ahmedabad highway, thus reaping the benefits of healthy transport connectivity.

This cluster will have the following benefits:

• Reduce dependency on imports across the entire supply chain of EVs (currently most of the raw materials required to manufacture batteries like lithium, cobalt, etc still are heavily reliant on imports).

• Raw materials will be constantly available at competitive pricing, thus reducing overall cost of operations and logistics.

• Additional benefit that the ancillary partners will acquire is the possibility of supplying the locally manufactured raw materials to other OEMs of the industry.

The ancillary cluster is expected to be developed in a phased manner and which will focus on the following:

• Lithium-ion cell manufacturing

• Lithium-ion battery assembly

• Joy E-Bike High-Speed Electric 2W Assembly Plant

• Joy E-Bike 3W Passenger Segment Assembly Plant

• Electric motors, BLDC Hub Motor and Mid Drive Motor

• Chassis and Steel Parts & Steel Subparts

• Chargers and controllers

• R&D, Designing and Production of Electronic Components

• Plant for prospected 4W Project

The current plant has adequate production capacity for the next few years. The ancillary cluster is a backward integration measure and a game-changing strategy. These two plants will help the company to become a large player in the industry and export a part of the production. The cluster is expected to create approximately 6000 new jobs in.

INDUSTRY INSTITUTE PARTNERSHIPS

Leveraging strength and expertise of both academia and industry can help achieve goals faster. With this view in mind, Wardwizard has entered into partnerships with educational institutes. Forging collaboration with colleges and universities across India enables fruitful discoveries and innovations mutually beneficial to the business as well as the academics. In line with the vision of National Education Policy 2021, Wardwizard will help students with professional industrial training. This step will give rise to 50,000 young EV engineers in India, who could take the industry to greater heights. The Company has also entered into a strategic partnership with iCreate in Gujarat, Indias leading innovation-based start-up incubator, to mentor and fund promising EV startups in India. This partnership is aligned with the vision of the governments Startup India program and aims to identify breakthrough innovators in the Indian EV space and scaling them to solve real world industry problems.

GOING GLOBAL

Advancing in its mission to spread awareness about green mobility globally, the Company has entered into a strategic partnership with Mahabir Automobile, a leading distributor and dealer for major automobiles brands in Nepal which brings with it a 2000 sq. ft. state-of-the-art dealership and a workshop which possesses new age components, unrivalled sales, aftersales services and spares operations to the customers. This has not only taken the Company to a new country, but has also facilitated the export targets.

DEALERSHIP NETWORK EXPANSION

Targeting significant markets in India and tapping into the local potential, to maintain market share, is in line with the companys expansion plans.

DIRECT IMPACT ON ENVIRONMENT

Carbon emissions, being one of the toughest challenges the globe is facing, the company is dedicatedly striving towards this cause. Wardwizard aims to reduce carbon emissions by 4 Mn Kg which is equivalent to 20 crore trees, by improving transport solutions. Growing demand for EVs makes the Company confident there is potential for positive growth of the industry.

BRAND BUILDING

Wardwizard has onboarded Saif Ali Khan and Kareena Kapoor Khan as the companys brand ambassadors to endorse its entire range of products from Joy e-Bike. With style and strength as the common features of the products as well as the brand representatives, this partnership will make an effective brand appeal and enhance the reach of the products to a wider customer base, strengthening the bond with them.

COLLABORATION WITH ARMY

Recently, the Company has signed an MoU with the Dogra regiment and established an EV Centre of Excellence at Dogra Regimental Centre in Uttar Pradesh, which would empower ‘Agniveers and other retired army officers by providing them with specialized skill development and employment opportunities in the industry. The various models of Joy e-Bike and its components will help the participants gain insights into various aspects of EVs and the centre would also provide practical training, lectures and industry exposure in various areas. The centre will serve as a hub for immersive learning and hands-on experience. Equipped with state-of-the-art technical equipment, including part display tables, low-speed scooters, battery and charging facilities, chargers and e-Rickshaw, the centre would also organise Training of Teachers (ToT) programs to ensure that faculty members stay updated with the latest developments in their respective fields.

The Company and the Defence regiment, together, would contribute to a sustainable future and Wardwizard is further committed to signing MoUs with different regiments in the near future, thus trying to shape the nations progress. Dedicated to supporting education, facilitating knowledge sharing and driving sustainable progress of the EV industry through skill development and upskilling initiatives, this is a small but significant step undertaken by the Company.

SINGAPORE R&D CENTRE

With a mounting demand for electric mobility, coupled with the Companys commitment to developing products that prioritize holistic safety, Wardwizard established its first global sales office and R&D centre in Singapore, under its subsidiary, Wardwizard Global Pte Ltd.

The state-of-art facility has an integrated approach towards R&D of E2W, E3W and E4W along with the development of technologically advanced EV products. Eventually, the research would focus on cell chemistry, pack assembly, battery management systems, motors and other components of EVs. In addition, the Company would also prioritize the enhancement of safety measures by collaborating with leading certification agencies to develop new battery standards. Singapore-based Sunkonnect will be the technical knowledge partner at the centre. 30 scientists and engineers would provide their expertise and knowledge at the global R&D headquarters to design and develop global standard products in the EV sector. Wardwizard will collaborate with leading global research institutions and companies in battery technology across Southeast Asia, thus rapidly changing the face of the EV sector, upholding its promise to move towards

Review of Operations

During FY23, the company produced a total of 36,787 vehicles, being 18.27% more than last years. Similarly, the sales volume increased 18.66 % to reach 36,500 units.

		Production			Sales
(in numbers)
	FY23	FY22	Change%	FY23	FY22	Change%
Motorcycles	10	NIL	100%	10	NIL	100%
High-speed scooters	7,256	NIL	100%	7,200	NIL	100%
Low-speed scooters	29,521	31,104	-5.09%	29,290	30,761	-4.78%
Total	36,787	31,104		36,500	30,761

Business expansion

WIML jointly with it promter and prometers group acquired 4 Mn sq. ft. of land to develop Indias first-ever EV ancillary cluster at the newly inaugurated global headquarters in Vadodara.

The company signed a MoU with the Government of Gujarat to invest Rs. 500 crore in EV research and development in the state. The company also intends to empower 55000 enterprises in the near future as part of its vision to achieve inclusive growth. Investment in R&D would continue into FY2024 to create a holistic e-mobility ecosystem within the country.

Wardwizard signed MOU with Singapore based Company for R&D and identification of potential partners, as well as to develop the roadmap to set up the 1GWh cell production plant at WardWizards electric vehicle ancillary cluster in Vadodara.

Financial Performance Review

The analysis in this section relates to the financial results for the year ended March 31, 2023. The financial statements of the company are prepared in compliance with the Indian Accounting Standards (referred to as ‘Ind AS) prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements.

Summary of financial performance

During FY23, the company achieved operating revenue of Rs. 23892.60 lakhs, which is 29.46% higher than earlier years Rs. 18456.10 Lakhs.

EBIDTA for FY23 was Rs. 1956.78 lakhs versus Rs. 1447.48 lakhs for FY22, an increase of 35.18%. Higher EBIDTA is driven primarily by higher volumes.

Earnings per share improved from Re. 0.35 for FY22 to Re. 0.36 for FY23.

Subject to the approval of the members in the forthcoming annual general meeting, the Board of Directors recommended payment of dividend at Re.0.10 per each share of Re.1 face value (Dividend for FY22 was Re. 0.075 per share).

Revenue

(Rs. in lakhs)	FY23	FY22	Change
Operating revenue	23892.60	18456.10	29.46%
Other income	36.27	57.97	-37.43%

Operating revenue growth is aided by higher sales volume E2W, which was 36,500 units in FY23, compared to 30,761 in FY22.

Product-wise revenue

(Rs. in lakhs)	FY23	FY22	Change%
Total Revenue from Joy e-bikes	23878.06	18076.57	32.09%
Revenue from Vyom products	14.54	14.30	1.68%
Total Revenue from products	23892.60	18090.87	32.07%
Revenue from services	0	357.05	0
Revenue from other	36.27	66.15	-45.17%
Total operating income	23928.87	18514.07	29.25%
Cost of materials
(Rs. in lakhs)	FY23	FY22	Change
Cost of raw materials consumed (including Purchase of stock in trade and	19201.61	15854.06	21.11%
Changes in inventories of FG, traded goods and WIP)
Operating revenue	23892.60	18456.10	29.46%
Cost of materials / Operating revenue	80.37%	85.9%

The cost of raw materials has gone up by 21.11% whereas Operating Revenue increased by 29.46%. More than a proportionate increase in RM cost is on account of the materials like Battery, Chargers, Motor, Controller, Chassis & most of Spare Parts of Vehicle being more expensive.

Employee benefits

(Rs. in lakhs)	FY23	FY22	Change
Employee benefits	843.76	613.23	37.59%
% of Revenue	3.53%	3.32%

In respect of the employee cost, there is increase of 37.59% during FY23 is because of the increased number of employees and annual increments.

Depreciation and Amortisation

(Rs. in lakhs)	FY23	FY22	Change
Depreciation and Amortisation	494.94	233.30	112.15%
% of Revenue	2.07%	1.26%

The increase in Depreciation and Amortisation is due to the capitalisation of the plant & Machinery, Factory Shed & Building, Corporate Tangible Assets & Intangible Assets amounting to Rs. 2249.04 lakhs.

Other expenses

(Rs. in lakhs)	FY23	FY22	Change
Other expenses	1926.73	599.30	221.50%
% of Revenue	8.06%	3.25%

The increase in other expenses by 221.50% is mainly on account of Sales & Promotion Expense, Legal & Professional Fees, Security Service Charges, Travelling Expense, Insurance Expense, Printing Stationary Expense, Postage & Courier Services.

Income tax

(Rs. in lakhs)	FY23	FY22	Change
Income tax	440.94	366.46	20.32%
Profit before tax	1385.15	1214.48	14.05%
Tax as % of Profit before tax	31.83%	30.18%

The effective tax rate went up to 31.83% for FY23 from 30.18 % for FY22.

Balance sheet items

Addition to PPE amounting to Rs. 1671.73 lakhs is due set up of New Corporate office, Addition of Factory Shed & Building New Plant & Machinery, assembly lines, furniture and fixtures, office equipment computers and other equipment.

Addition to the intangible asset of Rs. 577.31 lakhs represent Capitalization of Software procured.

The Company has received amount of Rs. 10,21.57,/- out of which Rs. 3.24/- is still lying in our collection account. The Company has approved the conversion and allotment of 18,20,269 partly paid-up equity shares of Re. 0.50/- into fully paid-up equity shares of face value Re. 1/- each and received the consideration of Rs. 746.31/- against the shares and the same is still lying in the Companys Separate Account. The amount of Rs. 1018.33/- has been spent for working capital, share issue expense, and general corporate purpose. Paid up Equity share capital has gone up from Rs.2606.94 lakhs to Rs. 2592.17 lakhs upon the issue of equity shares on a rights issue basis.

Increase in Other equity from Rs. 6272.94 lakhs to 3632.08 lakhs represents the share premium on new shares issued & profit earned during the year.

Internal financial controls and their adequacy

Your company has established necessary internal financial controls and has got them assessed by professionals in the field during the year. Your company has been utilising an ERP system for recording all financial transactions with built-in checks and balances. This has been helping in the preparation of financial statements and other reports accurately, reliably and timely. Management reviews the operations regularly. Independent auditors, internal auditors, cost auditors and secretarial auditors verify financial and other information from their respective angles at intervals as required. Board and its committees review the quarterly and annual financial statements in conjunction with the financial policies, and assurances through auditors observations and management responses and certifications.

Based on the above measures your company is confident that internal controls are in place, are adequate and are reasonably working. Material developments in human resources / industrial relations including the number of employees

Material developments in human resources / industrial relations including the number of employees

Your company has 178 employees as of March 31, 2023. Relations between the management and employees have been cordial. Employees have been imparted training in their respective areas for better performance. The management acknowledges the contributions made by every employee and records its appreciation for the cooperation extended by them at all levels.

Report on Corporate Governance

1. COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

Wardwizard Innovations & Mobility Limited (“the Company”) is dedicated to upholding sound corporate governance practices that prioritize transparency in its operations and maximize shareholder value. The Companys fundamental belief regarding the code of Corporate Governance is to guarantee:-

Fair and transparent business practices: Our company has implemented fair and transparent business practices throughout our operations.

We are committed to operating in a fair and ethical manner, and we believe that transparency is essential to building trust with our stakeholders.

Accountability for performance: We hold our employees accountable for their performance.

We have a rigorous performance management system in place that ensures that our employees are meeting their objectives and that we are getting the most out of our workforce.

Compliance with applicable statutes: We are committed to complying with all applicable statutes and regulations.

We have a dedicated compliance team that ensures that we are in compliance with all applicable laws and regulations.

Transparent and timely disclosure of financial and management information: We are committed to transparent and timely disclosure of financial and management information.

We publish our financial statements and other financial information on a regular basis, and we are always available to answer questions from our stakeholders.

Effective management control and monitoring of executive performance by the Board: Our Board of Directors exercises effective management control and monitoring of executive performance. The Board has a number of committees that oversee different aspects of the companys operations, and the Board meets regularly to review the companys performance.

Adequate representation of Promoter, Executive and Independent Directors on the Board: Our Board of Directors is comprised of a majority of independent directors. This ensures that the Board is able to provide objective oversight of the companys management.

Our companys Corporate Governance framework is built on having an independent and effective Board, separating the supervisory role of the Board from the Senior Management team, and establishing Board Committees as required by the law.

We comply with Corporate Governance requirements outlined in the Companies Act of 2013 and its Rules, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, and other relevant laws. This report, prepared according to the Listing Regulations, details our current Corporate Governance systems and processes.

2. BOARD OF DIRECTORS

The Board of Directors, along with its committees, provides leadership and guidance to the Companys management and supervises its performance.

As of March 31^st, 2023, the Board consisted of seven Directors, including two Executive Directors, four Non-Executive independent Directors (including one-woman independent Director), and one Non-Executive non-independent Director, who are eminent individuals with excellent qualifications, professional expertise and extensive experience and they have made outstanding contributions to the industry.

There are no institutional nominee Directors on the Board. The Company has an Executive Chairman and four Independent Directors, who make up more than half of the total strength of the Board. The Independent Directors maximum tenure is in compliance with the Act and the Listing Regulations.

All Independent Directors have confirmed that they meet the criteria specified in Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, and Section 149(6) of the Act. The Independent Directors provide an annual confirmation that they meet the criteria for independence.

Based on these confirmations/disclosures, the Board believes that the Independent Directors meet the conditions specified in the Listing Regulations and are independent of the Management.

The Board consists of professionals with expertise in their respective functional areas, bringing an extensive range of skills and experience to the table. The Board has unfettered and complete access to any Company information. Members have complete freedom to express their views on agenda items and can discuss any matter at the meeting with the Chairpersons permission.

The Board has an optimum combination of Independent, Woman Director, Executive as well as Non-Executive Directors that is in conformity with the provisions of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. a) The composition and category of the Board of Directors are as follows:

The Board of the Company comprises of 07 (seven) Directors as of March 31^st, 2023. None of the Directors on the board serve as a Director in more than ten Public Limited Companies or more than seven Listed Entities, or act as an Independent Director (including any alternate directorships) in more than seven Listed Companies or three equity Listed Companies if they serve as a Whole-time Director/ Managing Director in any Listed Company.

None of the Directors on the Board is a member of more than 10 Committees or a Chairperson of more than 5 Committees as specified in Regulation 26 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations of 2015, across all the Indian Listed Entities in which he / she is a Director. The Company has appointed an Independent Woman Director (Non-Executive) pursuant to the provisions of Section 149 of the Companies Act, 2013 (“the Act”) read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations of 2015. The necessary disclosure regarding the committee position has been made by the directors, are given herein below:

The composition and category of the Board of Directors
Sr. No	Name of the Directors	DIN	Category
1	Mr. Yatin Sanjay Gupte	07261150	Managing Director, Chairman, Executive Director (Promoter)
2	Mr. Sanjay Mahadev Gupte	08286993	Executive Director
3	Mrs. Sneha Harshavardhan Shouche*	08857960	Executive Director
4	Mrs. Sheetal Mandar Bhalerao**	06453413	Non-Executive Non-Independent Director
5	Mr. Bhargav Govindprasad Pandya	08693675	Non-Executive Independent Director
6	Mr. Mukeshkumar Bapulal Kaka	08763757	Non-Executive Independent Director
7	Mrs. Neelambari Harshal Bhujbal	09195568	Non-Executive Independent Director (Woman)
8	Mr. Avishek Kumar*** (Appointed on 06th December, 2022)	09314508	Non-Executive Independent Director

Notes:

During the Financial Year under review, *Mrs. Sneha Harshavardhan Shouche resigned as an Executive Director of the Company w.e.f. closure of Board of Directors meeting dtd. May 19^th, 2022, due to increase in her work as a Chief Financial officer and unable to provide her services as a Executive Director of the Company. Further, she also confirmed that there were no other material reasons other than those mentioned above, for her resignation as Executive Director from the Company.

** The Board of Directors of the Company at its meeting held on 19^th May, 2022 approved the appointment of Mrs. Sheetal Mandar Bhalerao with effective from 20^th May, 2022. ***Mr. Avishek Kumar (DIN: 09314508) was appointed as Additional Non-Executive Independent director with effective from Board Meeting dated 06^th December, 2022. The appointment of Mr. Avishek Kumar has already been regularized and approved for the period of Five years by the members of the Company at Extra Ordinary General Meeting (“EOGM”) held on 03^rd March, 2023 as per the requirements of the Act and Listing Regulations and all other applicable laws. b) Attendance of each director at the meeting of the Board of Directors and the last Annual General Meeting (AGM);

The details of the attendance of the Directors at the Board meetings held during the FY 2022-23 and at the last Annual General Meeting (AGM) of the Company held on 30^th August, 2022 are given below:

		Designation /	No. of Board Meetings		Attendance
Name of Directors	DIN	Category	Held	Attended	at AGM (30th August, 2022)
Mr. Yatin Sanjay Gupte	07261150	ED, CMD	12	12	YES
Mr. Sanjay Mahadev Gupte	08286993	ED	12	12	YES
*Mrs. Sneha Harshavardhan Shouche	08857960	ED	12	02	YES*
(Resigned on 19th May, 2022)
** Mrs. Sheetal Mandar Bhalerao	06453413	NED-NID	12	10**	NO
(Appointed 20th May, 2022)
Mr.Bhargav Govindprasad Pandya	08693675	NED-ID	12	12	YES
Mr.Mukeshkumar Bapulal Kaka	08763757	NED-ID	12	11	YES
Mrs. Neelambari Harshal Bhujbal	09195568	NED-ID (Woman)	12	12	YES
Mr. Avishek Kumar (Appointed on 06th December, 2022)	09314508	NED-ID	12	0	--

ED: Executive Director NED-ID: Non-Executive Director-Independent Director MD: Managing Director NED-NID: Non-Executive Director- Non-Independent Director

* Mrs. Sneha Harshavardhan Shouche resigned from the post of “Executive Director” on 19^th May, 2022 and also she attended the AGM in the Capacity of Chief Financial Officer of the company as on the date of AGM i.e 30^th August, 2022. ** Mrs. Sheetal Mandar Bhalerao appointed on board with effect from 20^th May, 2022 and has attended 10 (Ten) Board Meetings held after her appointment on the Board of Company. c) Other Directorships

	No. of other	In the Other	No. of Audit Committees and Stakeholders Relationship Committee ***
Name of the Directors	Directorships*	Public Companies**	Member	Chairperson
Mr. Yatin Sanjay Gupte	5	3	4	-
Mr. Sanjay Mahadev Gupte	2	1	1	-
Mrs. Sneha Harshavardhan Shouche	-	-	-	-
(Resigned on19th May, 2022)
Mrs. Sheetal Mandar Bhalerao	2	1	1	-
(Appointed 20th May, 2022)
Mr. Bhargav Govindprasad Pandya	2	2	6	3
Mr. Mukeshkumar Bapulal Kaka	1	1	4	1
Mrs. Neelambari Harshal Bhujbal	2	2	6	2
Mr. Avishek Kumar	1	-	-	-
(Appointed on 06thDecember, 2022)

* Includes Directorships in all Indian Public Companies (excluding Wardwizard Innovations & Mobility Limited), Private Companies incorporated under the Act and do not include directorships of foreign companies and deemed public companies, Companies under Section 8 of the Act. **Excluding Wardwizard Innovations & Mobility Limited *** Only Audit Committee and Stakeholders Relationship Committee as provided in Regulation 26(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, including Wardwizard Innovations & Mobility Limited (Excluding Private Limited Companies, Foreign Companies, deemed Public Companies and Companies under Section 8 of the Act/Section 25 of the Act).

Names of the Listed Companies wherein the Directors of the Company are Directors.

Name of the Directors	No. of Directorships in other Listed Companies *	Name of the other Listed Companies in which Directors of the Company are Category of Directorship Directors
Mr. Yatin Sanjay Gupte	3	1. Mangalam industrial Finance Limited Non-Executive Non-
		2. I- Secure Credit and Capital Service Independent Director Limited (Formerly Known as Orchid Non-Executive Non- Securities Limited) Independent Director
		3. Wardwizard Foods & Beverages Limited Non-Executive Non- (Formerly known as Vegetable Products Independent Director Limited)
Mr. Sanjay Mahadev Gupte	1	Wardwizard Foods & Beverages Limited Non-Executive Non- (Formerly known as Vegetable Products Independent Director Limited)
Mrs. Sneha Harshavardhan Shouche (Resigned from Board on 19th May, 2022)	0	NIL NIL
Mrs. Sheetal Mandar Bhalerao (Appointed 20thMay, 2022)	1	Wardwizard Foods & Beverages Limited Chairperson & Managing (Formerly known as Vegetable Products Director (Promoter) Limited)
Mr. Bhargav Govindprasad Pandya	2	1. Mangalam Industrial Finance Limited Non-Executive Independent 2. I- Secure Credit and Capital Service Director Limited (Formerly Known as Orchid Non-Executive Independent Securities Limited) Director
Mr. Mukeshkumar Bapulal	1	I- Secure Credit and Capital Service Limited Non-Executive Independent
Kaka		(Formerly Known as Orchid Securities Director Limited)
Mrs. Neelambari Harshal	2	1 Mangalam Industrial Finance Limited Non-Executive Independent
Bhujbal		2 Wardwizard Foods & Beverages Limited Woman Director
		(Formerly known as Vegetable Products Non-Executive Independent
		Limited) Woman Director
Mr. Avishek Kumar	0	NIL NIL
(Appointed on 06th December, 2022)

*Excluding Wardwizard Innovations & Mobility Limited d) Number of Board Meetings

During the FY 2022-2023 (i.e April 01^st 2022 to March 31 , ^st 2023), 12 (twelve) board meetings were conducted and held. , The maximum time gap between any two consecutive meetings did not exceed 120 days as per requirements as mentioned in the Act. The dates on which the board meetings were held and convened during the FY 2022-2023 are as follows:

Date of Meetings
1.	09th May, 2022
2.	19th May, 2022
3.	06th July 2022
4.	22nd July 2022
5.	01st August 2022
6.	24th August 2022
7.	07th October 2022
8.	21st October 2022
9.	06th December 2022
10.	12th December 2022
11.	06th February 2023
12.	31st March 2023

Note: The Board of Directors of the company passed a resolution by circulation on 03^rd September, 2022, to shift the companys registered office within the local limits of the same city, effective Saturday, 03^rd September, 2022. e) Disclosure of relationship between Directors inter-se

Sr. No.	Name of Directors	Relationship	Category
1	Mr. Yatin Sanjay Gupte	Mr. Yatin Sanjay Gupte is son of Mr. Sanjay Mahadev Gupte.	ED, CMD
2	Mr. Sanjay Mahadev Gupte	Mr. Sanjay Mahadev Gupte is a father of Mr. Yatin Sanjay Gupte	ED
3	Mrs. Sneha Harshavardhan Shouche (Resigned on 19th May, 2022)	No Relations with other Directors	ED
4	Mrs. Sheetal Mandar Bhalerao	Mr. Yatin Sanjay Gupte and Mrs. Sheetal Mandar Bhalerao are	NED-NID
	(Appointed 20thMay, 2022)	Business Partners
5	Mr. Bhargav Govindprasad Pandya	No Relations with other Directors	NED-ID
6	Mr. Mukeshkumar Bapulal Kaka	No Relations with other Directors	NED-ID
7	Mrs. Neelambari Harshal Bhujbal	No Relations with other Directors	NED-ID (Woman)
8	Mr. Avishek Kumar (Appointed on 06th December, 2022)	No Relations with other Directors	NED-ID

Note:

No Director is related to any other Director on the Board in terms of the definition of ‘Relative given under Section

2(77) of the Act, read with Rule 4 of the Companies (Specification of definitions details) Rules, 2014 except Mr. Yatin Sanjay Gupte and Mr. Sanjay Mahadev Gupte. Mr. Yatin Sanjay Gupte who is the son of Mr. Sanjay Mahadev Gupte. Mr. Yatin Sanjay Gupte and Mrs. Sheetal Mandar Bhalerao are the Business Partners. f) Number of shares and convertible instruments held by Non- Executive Directors;

The number of equity shares of the Company held by Non-Executive Directors, as on 31^st March, 2023 are as follows:

Name of Director	Number of Equity Share Held
Mrs. Sheetal Mandar Bhalerao (Appointed 20thMay, 2022)	--
Mr. Bhargav Govindprasad Pandya	--
Mr. Mukeshkumar Bapulal Kaka	--
Mrs. Neelambari Harshal Bhujbal	--
Mr. Avishek Kumar (Appointed 06th December, 2022)	--

g) Familiarization programs imparted to Independent Directors is disclosed.

The Company is having general practice to conduct a familiarization program of the Independent Directors after their appointment:

Accordingly, the Company has made Independent Directors so appointed during the FY familiarized about 1. The Role, Rights, Responsibilities and Duties of Independent Directors; and 2. The Company, Nature of Industry in which the Company operates, the business model of the Company etc. 3. Any other relevant information.

The details of familiarization Program are available on the website: https://wardwizard.in/show-file/?title=Familiarisation%20 programme%20for%20Independent%20Directors&file=TVRnME5nPT0= h) matrix setting out the skills/expertise/competence of the Board of Directors:

In terms of the requirements of the SEBI Listing Regulations, the Board has identified and approved the list of core skills/ expertise/competencies as required in the context of Companys business (es) and sector(s) for it to function effectively. Broadly, the essential skill sets identified by the Board are categorized as under:

Strategy & Planning	International Exposure
Policy Making	Integrity and Ethical Standards
Research & Development	Finance, Accounts & Audit
Operations & Technology	Governance, Legal, Risk & Compliance
Promotion & Marketing	International Business,
Human Resources & Industrial Relations	Corporate Governance & Ethics
CSR, Sustainability & NGO matters	Information Technology
Management of Business Strategy	Product Development Manufacturing
Leader and Team Player	& Sales Operations
Critical and Innovative Thinker	Interpersonal Adaptability and Emotional intelligence.

Qualification and Knowledge understand Companys businesses, strategies, policies, values and culture including its risks, strength, opportunities and threats commensurate with the qualification they possess

Professional Background/Qualifications of Directors: Mr. Yatin Sanjay Gupte, Chairman and Managing Director

Mr. Yatin Gupte is the Chairman & Managing Director of Wardwizard Innovations & Mobility Ltd., one of Indias leading electric vehicle companies. Mr. Gupte holds an Honorary Doctorate in Social Service and an MBA in Insurance & Risk Management. He boasts an extensive experience of nearly two decades across various business domains, including sales and industry. In 2016, Mr. Gupte laid the foundation of Wardwizard Innovations & Mobility Ltd. with a mission to offer environmentally friendly alternatives to conventional lifestyles. As the first EV Company listed on the BSE, the firm has gained recognition for its cutting-edge products in India as well as in global markets. Aligned with the ‘Make-in-India Atmanirbhar Bharat initiative and Honorable Prime Minister, Shri Narendra Modis vision for a cleaner India, Mr. Gupte actively works towards boosting the electric vehicle sector and executing solutions to combat pollution. Mr. Gupte has been recognized by esteemed organizations that have felicitated him with awards and accolades including Through this journey he has been recognized for his contribution and bagged some prestigious awards including Outstanding Contribution for Environmental Conservation and Innovative Product at House of Commons London, UK Parliament by WBR, Best Electric Vehicle Manufacturing CEO by Global CEO Excellence Award, The Most Promising Business Leader of Asia 2020 -2021 by Economic Times, Best Brand Award by Economic Times along others. These accolades are a testament to his commitment to sustainable development and pioneering innovation. Under Mr. Guptes visionary, Wardwizard has established a strong presence in India and successfully expanded its operations into international markets.

Mr. Sanjay Mahadev Gupte Executive Director

Mr. Sanjay Gupte is a seasoned professional holding a National Apprenticeship Certificate in theTrade of Machinist from G.K.W Ltd., Mumbai. He comes with an impressive experience of 45 years in the field of Engineering and has worked with different groups of Companies. He has also served as the General Manager of Marketing with Poggen AMP Nagar Sheth Powertronics Ltd. His niche industrial experience has played a pivotal role in driving the Company to new heights.

Mrs. Sheetal Mandar Bhalerao

Non-Executive Non Independent Director

Mrs. Sheetal Bhalerao is one of the leading Women Entrepreneurs in India, bringing over 18 years of experience to the industry. She is an MBA in Human Resource Management and is an alumnus of the University of South Australia. She brings rich experience in several managerial roles, including working with the Australian Government for more than 5 years on a noble initiative of lowering carbon footprints and saving energy, contributing to a greener future. She aims to revolutionize the industry with her exemplary knowledge and exceptional ideas. She is a businesswoman, an eminent leader, an HR expert, a philanthropist and one of the distinguished personalities who has proved her mettle in the corporate industry, excelling in various leadership roles across different sectors.

Mr. Bhargav Govindprasad Pandya Non-Executive Independent Director

He has more than 37 years of experience in Banking with Bank of Baroda, He climbed the career ladder from Clerk to Chief Manager through continuous learning. Mr. Bhargav holds B. Com, LLB, ICWA (Inter) and CAIIB (I) degrees.

Mr. Mukeshkumar Bapulal Kaka Non-Executive Independent Director

He holds M.Com. L.L.B, FICWA, P.H.D.(Finance) degrees. Mr. Kaka has worked as a Senior Chief General Manager (F&A) (CFO) with Gujarat State Electricity Corporation Ltd., having a turnover of more than Rs. 9000 crores p.a. with the installed capacity of 5226 MW and having Expansion Programme for 1600 MW. He was appointed by GERC as an independent member of Consumer Redressal Forum of MGVCL on 21^st June, 2021 for Three Years.

Mrs. Neelambari Harshal Bhujbal Non-Executive Independent Director (Woman)

She has more than 11 years of experience in Human Resource Management, providing Recruitment services for IT and Non IT organizations for PAN India.

Mr. Avishek Kumar

Non-Executive Independent Director

He has more than 16 years experience in the field of Solar Technology and Energy Storage. He is Bachelor of Engineering (Electrical and Electronics), Master of Science in Microelectronics, Doctor of Philosophy (PhD) in Electrical and Computer Engineering and holds certificate Executive Certificate in Engineering Leadership.

Skills – Technical and professional skills and expertise to frame strategies and to provide advice and guidance in implementation of Companys various ongoing projects, objectives and strategies.

Skills / expertise / competency of Directors:
Industry Skills
Strategy & Planning & Policy Making, Research & Development,	Mr. Yatin Sanjay Gupte, Mr. Sanjay Mahadev Gupte,
Operations & Technology, International Exposure, Promotion &	Mrs. Sheetal Mandar Bhalerao, Mrs. Neelambari
Marketing, Product Development, Manufacturing & Sales Operations,	Harshal Bhujbal
International Business, Human Resources & Industrial Relations Information Technology Management of Business Strategy,
Governance and Collective Skills
Finance, Accounts & Audit, Governance, Legal, Risk & Compliance	Mr. Yatin Sanjay Gupte, Mr. Bhargav Govindprasad
Corporate Governance & Ethics CSR, Sustainability & NGO matters	Pandya, Mr. Mukeshkumar Bapulal Kaka, Mrs. Sneha Harshwardhan Shouche*
Personal Attributes
Integrity and Ethical Standards, Leader and Team Player, Critical and Innovative Thinker, interpersonal Adaptability and Emotional intelligence.	Mr. Yatin Sanjay Gupte,, Mr. Sanjay Mahadev Gupte, Mrs. Sheetal Mandar Bhalerao, Mr. Bhargav Govindprasad Pandya, Mr. Mukeshkumar Bapulal Kaka, Mrs. Sneha Harshwardhan Shouche*, Mrs. Neelambari Harshal Bhujbal and Mr. Avishek Kumar

*Mrs. Sneha Harshavardhan Shouche resigned as an Executive Director of the Company w.e.f. closure of Business hours dated May 19^th, 2022

i) Confirmation from the Board

All the Independent Directors of the Company have given their respective declaration/disclosures under Section 149(7) of the Act and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and have confirmed that they fulfil the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, then Board after taking these declarations /disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

confirmation Based the / disclosures received from the Directors, the following Non-Executive Directors are Independent as on 31^st March, 2023:

Name of Independent Directors	Category
Mr. Bhargav Govindprasad Pandya	Non-Executive Independent Director
Mr. Mukeshkumar Bapulal Kaka	Non-Executive Independent Director
Mrs. Neelambari Harshal Bhujbal	Non-Executive Independent Director (Woman)
Mr. Avishek Kumar (Appointed on 06th December, 2022)	Non-Executive Independent Director

Separate Meeting of Independent Director:

As stipulated by the Code of Independent Directors under the Act, and the Listing Regulations, a Separate Meeting of the Independent Directors of the Company was held on 06^thFebruary, 2023, inter alia, to (a) review the performance of Non-Independent Directors and the Board as a whole (b) Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors.

(c) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors except Mr. Avishek Kumar attended the above said Meeting.

The Board of Directors of your Company confirms that the Independent Directors fulfill the conditions specified in the Listing Regulations and are independent of the management. j) During the FY, there is no resignation of Independent Director before the expiry of his/her tenure.

3. AUDIT COMMITTEE (SECTION 177 OF THE ACT READ WITH REGULATION 18 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015)

The Company has constituted an Audit Committee of Directors in accordance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The Board of Directors of the Company have approved and revised from time to time, terms of reference for the Audit Committee as per Section 177(4) of the Companies Act, 2013 and Listing Regulations.

a) Brief description of terms of reference:

The terms of reference of the Audit Committee as per Part C of Schedule II of Listing Regulations, are as under: i. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; iv. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Act: b. Changes, if any, in accounting policies and practices and reasons for the same: c. Major accounting entries involving estimates based on the exercise of judgment by management: d. Significant adjustments made in the financial statements arising out of audit findings: e. Compliance with listing and other legal requirements relating to financial statements: f. Disclosure of any related party transactions: g. Qualifications in the draft audit report: v. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; vii. Review and monitor the auditors independence and performance, and effectiveness of audit process; viii. Approval or any subsequent modification of transactions of the Company with related parties; ix. Scrutiny of inter-corporate loans and investments; x. Valuation of undertakings or assets of the Company, wherever it is necessary; xi. Evaluation of internal financial controls and risk management systems; xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; xiv. Discussion with internal auditors of any significant findings and follow up there on; xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; xviii. To review the functioning of the Whistle Blower mechanism; xix. Approval of appointment of CFO (i.e., the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; xx. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; xxi. Examination of the financial statement and the auditors report thereon; xxii. Monitoring the end use of funds raised through public offers and related matters; xxiii. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company; xxiv. The Audit Committee shall have authority to investigate into any matter or referred to it by the

Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the Company; xxv. The auditors of a Company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditors report but shall not have the right to vote; xxvi. Consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; xxvii. Management discussion and analysis of financial condition and results of operations; xxviii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management; xxix. Management letters / letters of internal control weaknesses issued by the statutory auditors; xxx. Internal audit reports relating to internal control weaknesses; xxxi. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee; and xxxii. Statement of deviations: a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of Listing Regulations.

b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation32 (7) of Listing Regulations.

All the recommendations made by the Committee during the year under review, were accepted by the Board.

In addition, reviewing of such other functions as envisaged under Section 177 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended and Regulation 18 of the Listing Regulations.

b) Composition, name of members and chairperson during the FY 2022-2023 (As on 31^st March, 2023)

All the members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices, polices and internal controls.

During the FY 2022-2023, 04 (Four) Directors with 3 (Three) Non-Executive Independent Directors and 1 (One) Executive Director with Mr. Bhargav Govindprasad Pandya, Non-Executive Independent Director acting as a chairperson. The Audit Committee was last re-constituted on 01^st August, 2022.

The Chairperson of the Audit Committee, Mr. Bhargav Govindprasad Pandya was present at last 40^th Annual General Meeting of the Company held on 30^th August, 2022 through Video Conferencing (VC).

Ms. Jaya Ashok Bhardwaj, Company Secretary and Compliance Officer Act as a secretary to the Committee.

c) Meetings and attendance during the year.

Nine Audit Committee Meetings were held during the FY 2022-2023. The meetings were held on the following dates:

Date of Audit Committee Meetings

1. 09thMay, 2022

2. 06thJuly, 2022

3. 01st August, 2022

4. 07th October, 2022

5. 21st October, 2022

6. 06th December, 2022

7. 12thDecember, 2022

8. 06th February, 2023

9. 31st March, 2023

Composition of Audit Committee and Attendance of their meetings are as under:

	Position in the	Number of Audit Committee Meetings
Name of the Director	Committee	Held	Attended
Mr. Bhargav Govindprasad Pandya	Chairperson	09	09
Mr. Yatin Sanjay Gupte	Member	09	09
Mr. Mukeshkumar Bapulal Kaka	Member	09	08
Mrs. Neelambari Harshal Bhujbal	Member	09	06
(Appointed in the Committee on the re-constitution dated 01.08.2022)

4. NOMINATION AND REMUNERATION COMMITTEE (SECTION 178 OF THE ACT, READ WITH REGULATION 19 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015) In compliance with Section 178 of the Act and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has constituted Nomination and Remuneration Committee (NRC). a. Brief description of terms of reference

The terms of reference of the Nomination and Remuneration Committee as per Part D of Schedule II of Listing Regulations are as under formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: use the services of an external agencies, if required; consider candidates from a wide range of backgrounds, having due regard to diversity; and consider the time commitments of the candidatesformulation of criteria for evaluation of performance of independent directors and the board of directors; devising a policy on diversity of board of directors;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Recommend to the board, all remuneration, in whatever form, payable to senior management.

b. Composition, name of members and chairperson; (As on 31^st March, 2023)

The Nomination and Remuneration Committee is comprised of 04 (four) Non-Executive Directors, out of which 03 (three) serve as Non-Executive Independent

Directors, and 01 (one) as a Non-Executive Non-Independent Director. The Committee is under the chairmanship of "Mr. Mukeshkumar Bapulal Kaka", who holds the position of Non-Executive Independent Director. The recent re-constitution of the committee occurred on 1^st August 2022.

During the last Annual General Meeting held on 30^th August 2022, Mr. Mukeshkumar Bapulal Kaka, in his capacity as the Chairperson of the Committee, actively participated .

Ms. Jaya Ashok Bhardwaj serves as the Secretary of the Nomination and Remuneration Committee, holding the esteemed position of Company Secretary. With utmost dedication, she diligently fulfills her responsibilities, efficiently coordinating and facilitating the proceedings of the Committee while ensuring strict adherence to formal protocols.

c. Meeting and attendance during the year;

The Nomination and Remuneration Committee met 04 (four) times during the period:

Date of NRC Meetings

1. 19th May 2022

2. 01st August 2022

3. 07th October 2022

4. 06th December 2022

Committee and Attendance of their meeting are as under:

	Position in the	Number of Audit Committee Meetings
Name of the Director	Committee	Held	Attended
Mr. Mukeshkumar Bapulal Kaka	Chairperson	4	4
Mrs. Neelambari Harshal Bhujbal	Member	4	4
Mr. Bhargav Govindprasad Pandya	Member	4	4
Mrs. Sheetal Mandar Bhalerao	Member	4	2
(Appointed in the Committee on the re-constitution dated 01.08.2022)

d. The Criteria for Evaluation of Independent Directors is given below:

Pursuant to Schedule IV and Section 134 (3)(p) of the Act and Part D (A) of the Schedule II, Regulation 19 (4) of the, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, Board has carried out the annual performance evaluation of Board, the Directors including Independent Directors, individually as well as the evaluation of the working of its committees.

A structured questionnaire was prepared, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent

Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE (SECTION178(5)OFTHEACTREADWITHREGULATION 20 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015, Terms of Reference

The terms of reference of the Stakeholders Relationship Committee as per Part D of Schedule II of Listing Regulations are as under i. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc. ii. Review of measures taken for effective exercise of voting rights by shareholders. iii. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

a) Composition, name of members and chairperson; (As on 31^st March, 2023)

The Stakeholders Relationship Committee is composed of 4 (four) Directors, out of which 3 (three) hold the designation of Non-Executive Independent Directors, and 1 (one) is an Executive Director. Mrs. Neelambari Harshal Bhujbal, a Non-

Executive Independent Director (Woman), serves as the esteemed Chairperson of this committee.

During the last Annual General Meeting held on 30^th August 2022, Mrs. Neelambari Harshal Bhujbal, in her capacity as the Chairperson of the Stakeholder Relationship Committee, actively participated and addressed inquiries raised by the shareholders.

The reconstitution of the Stakeholder Relationship Committee took place on 01^st August 2022. This reconstitution is part of our organizations commitment to ensuring a well-structured and effective committee composition for the benefit of all stakeholders.

b) Meeting and Attendance during the Year

The Stakeholders Relationship Committee met 02 (twice) during the period: I. 24^thAugust, 2022 II. 31^st March, 2023

	Position in the	Number of Stakeholders Relationship Committee Meetings
Name of the Director	Committee	Held	Attended
Mrs. Neelambari Harshal Bhujbal	Chairperson	2	2
Mr. Sanjay Mahadev Gupte	Member	2	2
Mr. Mukeshkumar Bapulal Kaka	Member	2	1
Mr. Bhargav Govindprasad Pandya	Member	2	2
(Appointed in the Committee on the re-constitution dated 01.08.2022)

c) Name and designation of compliance officer: Ms. Jaya Ashok Bhardwaj, Company Secretary and Compliance officer.

SEBI has initiated processing of investor complaints in a centralized web- based complaint redress system “SCORES”. Under the said system the complaints received from SEBI will be processed timely.

The Company had received no complaint from shareholders through SCORES during the FY 22-23.

The details of complaints received, resolved and pending during the FY 2022-23 are given as under:

(i) Number of shareholders complaints received during the FY 2022-23 SEBI (SCORES): Nil (ii) Number of complaints not solved to the satisfaction of shareholders: Nil (iii) Number of pending complaints as on March 31, 2023: Nil (iv) Email-id for Investor Grievances:compliance@wardwizard.in

Registrar and Share transfer agent (RTA) of the Company has received a compliant relating to Right issue which has been resolved and Company took note of the same.

Note: There are no grievances of stakeholders remaining unattended / unresolved as every effort is made at all levels to immediately redress stakeholders grievances.

5A. RISK MANAGEMENT COMMITTEE (REGULATION 21 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015,)

As per Regulation 21 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, which requires the Company to lay down procedures about risk assessment and risk minimization. The Risk Management Committee was constituted pursuant to resolution passed by our Board in its meeting held on 11^th May, 2021, latest reconstitution made being on 19^th May, 2022. The scope and functions of the Risk Management Committee are in accordance with the SEBI Listing Regulations and its terms of reference as stipulated pursuant to aforesaid resolution. a) Brief Description of terms of reference:

The terms of reference of the Risk Management Committee as per Part D of Schedule II of Listing Regulations are as under:

(1) To formulate a detailed risk management policy which shall include: (a) A framework for identification of internal and specifically external risks faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

(b) Measures for risk mitigation including systems and processes for internal control of identified risks.

(c) Business continuity plan.

(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; (3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; (4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; (5) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken; (6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

(7) The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors.

b) Composition, name of members and chairperson; (As on 31^st March, 2023)

The Risk Management Committee is composed of 05 (five) Directors, with 03 (three) of them holding the designation of Non-Executive Independent Directors, 01 (one) serving as an Executive Director, and 1 (one) as a Non-Executive Non-Independent Director. The esteemed position of Chairperson of this committee is held by Mr. Mukeshkumar Bapulal Kaka, who is a Non-Executive Independent Director.

During the last Annual General Meeting held on 30^th August 2022, Mr. Mukeshkumar Bapulal Kaka, in his capacity as the Chairperson of the Risk Management Committee, actively participated.

Ms. Jaya Ashok Bhardwaj, holding the position of Company Secretary and Compliance Officer, fulfills the vital role of Secretary to the Risk Management Committee. With utmost efficiency, she provides seamless support to the committee by coordinating its activities and ensuring strict compliance with formal protocols.

It is noted that Mrs. Sneha Harshwardhan Shouche resigned on 19^th May 2022 from the Board, consequently leading to her cessation as a Member of the Risk Management Committee.

c) Composition of Risk Management Committee and Attendance of their meetings are as under:

		Number of Risk
	Position in the	Management Committee
Name of the Director	Committee	Held	Meetings Attended
Mr. Mukeshkumar Bapulal Kaka	Chairperson	2	1
Mr. Bhargav Govindprasad Pandya	Member	2	2
Mr. Yatin Sanjay Gupte	Member	2	2
Mrs. Neelambari Harshal Bhujbal	Member	2	2
Mrs. Sneha Harshavardhan Shouche (Resigned 19thMay, 2022) Member		2	--
Mrs. Sheetal Mandar Bhalerao (Appointed 20thMay, 2022)	Member	2	2

During the year Risk Management Committee Meetings were held on 1^stAugust, 2022 and 09 ^thJanuary, 2023.

5B. RIGHTS ISSUE COMMITTEE

(a) Composition, name of members and chairperson; (As on 31^st March, 2023)

The establishment of the Rights Issue Committee was initiated through a resolution passed by our esteemed Board of Directors during its meeting convened on 20^th September 2021. This committee comprises 04 (four) Directors, distinguished by the presence of 1 (one) Executive Director, 1 (one)

Non-Executive Non-Independent Director, and 2 (two) Non-Executive Independent Directors. Mr. Yatin Sanjay Gupte has been designated as the Chairperson of this committee, assuming a pivotal role in its proceedings.

On 19^th May 2022, the Rights Issue Committee underwent a reconstitution, necessitated by the resignation of Mrs. Sneha Harshavardhan Shouche and the subsequent appointment of Mrs. Sheetal Mandar Bhalerao, with effect from 20^th May 2022.

As a consequence of this change, Mrs. Sneha Harshavardhan Shouche relinquished her membership in the Rights Issue Committee.

The formation and reconstitution of the committee are conducted with utmost adherence to our organizations regulatory framework and stringent governance principles. This approach ensures the committees efficacy in overseeing and making informed decisions during rights issue processes, contributing to the well-being and growth of our organization.

Name of the Director	Position in the Committee	Attendance of 1 (One) Meeting Held on 13th February, 2023
Mr. Yatin Sanjay Gupte	Chairperson	Present
Mr. Mukeshkumar Bapulal Kaka	Member	Present
Mr. Bhargav Govindprasad Pandya	Member	Present
Mrs. Sneha Harshavardhan Shouche (Resigned 19thMay, 2022)	Member	--
Mrs. Sheetal Mandar Bhalerao (Appointed 20th May, 2022)	Member	Present

During the year Rights Issue Committee met 1 (one) time i.e., on 13^th February, 2023

5C. FUND RAISING COMMITEEE

The “Fund Raising Committee” has been constituted on 06^th December 2022 and comprised of the Three directors out of which one is Managing Director & Two (2) Independent Directors, moreover, the CFO may attend the meetings as Invitee and the Company Secretary will convene the Committee meeting(s) as and when required.

As of now, there have been no meetings of the fund raising committee held during the financial year 2022-23.

Name of the Director	Position on the Committee
Mr. Yatin Sanjay Gupte (Appointed in Committee w.e.f 06.12.2022)	Chairperson
Mr. Bhargav Govindprasad Pandya (Appointed in Committee w.e.f 06.12.2022)	Member
Mr. Mukeshkumar Bapulal Kaka (Appointed in Committee w.e.f 06.12.2022)	Member

5D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE: a) Brief Description of terms of reference:

The Committee is constituted by the Board in accordance with the Act to:

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act; 2. Recommend the amount of expenditure to be incurred on the activities referred to in the above clause (1.); and 3. Monitor the Corporate Social Responsibility Policy of the Company from time to time.

The CSR Policy is uploaded on the Companys website at https://wardwizard.in/show-file/?title=CSR%20 Policy&file=TVRRMk1nPT0= as required under the provisions of Section 135 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the period under review, 4 CSR Committee meetings were held on 01^st August, 2022; 7^th October, 2022; 06^th December, 2022; 31^st March, 2023 and the requisite quorum was present for all the meetings. b) Composition, name of members and chairperson; (As on 31^st March, 2023)

The CSR Committee is constituted by 03 (three) Directors, consisting of 1 (one) Non-Executive Independent Director, 1 (one) Non-Executive Non-Independent Director, and 1 (one) Executive Director. Mr. Yatin Sanjay Gupte, Chairman & Managing Director, has been designated as the Chairperson of the CSR Committee. The constitution of the CSR Committee took place on 19^th May 2022, ensuring the continued commitment of the organization to its Corporate Social Responsibility initiatives.

	Position	Number of CSR
Name of the Director	on the	Committee Meetings
	Commitee	Held	Attended
Mr. Yatin Sanjay Gupte	Chairperson	4	4
Mrs. Sheetal Mandar Bhalerao (Appointed 20th May, 2022)	Member	4	4
Mr. Mukeshkumar Bapulal Kaka	Member	4	3
Mrs. Sneha Harshavardhan Shouche (Resigned 19th May, 2022 )	--	--	--

6. REMUNERATION OF DIRECTORS

The Nomination and Remuneration committee has formulated a Remuneration and Board Diversity Policy which, inter alia, deals with the manner of selection of Board of Directors and Key Managerial Personnel and Senior Management and their remuneration. The Policy lays down criteria for determining appointment and qualification, positive attributes and independence of Director. The policy reflects the interests of the shareholders and the company, taking into consideration any specific matters, including the assignments, the responsibilities undertaken and also be competitive with the external market. The company recognizes the benefit of a Board that possesses the right balance of skills, knowledge, experience, expertise and diversity of perspective. The “Senior Management” includes members of core management team excluding Board of Directors, comprising all members of management, one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, Presidents by whatever name called and the Company Secretary and the Chief Financial Officer.

The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis and is in consonance with the existing Industry practices. i. None of the Independent Directors and Non-Executive Director have any pecuniary relationship or transactions with the Company, its Promoters, its management or its Subsidiaries and Associates, which, in the judgement of the Board, would affect the independence or judgement of Directors. ii. The criteria for making payment to Non-Executive Directors is available on the website of the Company i.e., https://wardwizard.in/ show-file/?title=Criteria%20for%20making%20 p a y m e n t % 2 0 t o % 2 0 I n d e p e n d e n t % 2 0 Director&file=TXpVNA== iii. Remuneration paid to Non- Executive Directors:

The Non-Executive Directors receive the sitting fees for attending the Board and Committee meetings, as case may be. Following are the details of remuneration paid to Non-Executive Directors for attending the meetings of Board and Committee during the FY ended on 31^st March, 2023:

Name of the Directors	Category	Sitting Fees (Amount (Rs.) in Lakhs)
Mrs. Sheetal Mandar Bhalerao	Non-Executive Non-Independent Director	--
(Appointed 20th May, 2022)
Mr. Bhargav Govindprasad Pandya	Non-Executive Independent Director	1.5
Mr. Mukeshkumar Bapulal Kaka	Non-Executive Independent Director	1.5
Mrs. Neelambari Harshal Bhujbal	Non-Executive Independent Director (woman)	1.5
*Mr. Avishek Kumar (Appointed 06th December, 2022)	Non-Executive Independent Director	--

*The Company received waiver letter for not receiving sitting fees for attending the meetings of Board and Committee during FY ended on 31^st March, 2023. iv. The Remuneration paid to the Managing Director and Executive Directors during the year is as follows:

The break-up of remuneration paid / payable to the Managing Director for the FY 2022-23 is as under.

(Amount (Rs.) in Lakhs)

Sr No.	Name of the Director and Designation	Category	Salary	Ben- efits	Bonus	Pen- sion	Consul- tancy Fees	Service Contracts	Notice	Total
1	Mr. Yatin Sanjay Gupte	Managing Direc- tor, Chairman, Exective Director (Promoter)	60.31	Nil	0.30	Nil	Nil	Appointment for the period of 2 years	Nil	60.61
2	Mrs. Sneha Harshavardhan Shouche*	Executive Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
3	Mr. Sanjay Mahadev Gupte**	Executive Director	Nil	Nil	Nil	Nil	10.20	Nil	Nil	10.2

* Mrs. Sneha Harshavardhan Shouche, Executive Director & CFO has drawn a salary in the capacity of CFO.

** Mr. Sanjay Mahadev Gupte received Consultancy Fees for his Professional Expertise.

There were no severance fees and stock option plan. The appointment of the Managing Director is for a period of further 2 years w.e.f. 01^st September, 2022 to 31^st August, 2024 on the basis of terms and conditions laid down as per the agreement together with resolution passed by the Board dated 01^st August, 2022 and the same was approved by members at the Annual General Meeting (AGM) held on 30^th August, 2022.

Criteria for Nomination as per Nomination Remuneration Committee

The Committee shall follow the procedure mentioned below for appointment of Director, Independent Director, KMP and Senior Management Personnel and recommend their appointments to the Board.

The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment.

The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall disqualified not be under the Act, rules made there under, Listing Agreement or any other enactment for the time being in force.

In case of the appointment of Independent Director, Independent Director should comply with the additional criteria of his / her independence as prescribed under the Act, rules framed there under and the Listing Regulation.

Executive Director as an employee of the Company subject to the provision of the law and their service contract.

To ensure that level and composition of remuneration is reasonable and sufficient and relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

To carry out evaluation of Directors performance and recommend to the Board appointment / removal based on the performance

7. GENERAL BODY MEETINGS a) The details of date, location and time of the last three Annual General Meetings held are as under:

FY Ended	Date	Time (IST)	Venue
2021-2022	30th August, 2022	13.00 p.m.	Through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) without the physical Presence of the Members at a common venue, in compliance with General Circular issued by Ministry of Corporate Affairs (MCA Circulars).
2020-2021	20thAugust, 2021	12.00 p.m.	Through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) without the physical Presence of the Members at a common venue, in compliance with General Circular issued by Ministry of Corporate Affairs (MCA Circulars).
2019-2020	30thSeptember, 2020	10.00 a.m.	Through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM””) without the physical Presence of the Members at a common venue, in compliance with General Circular issued by Ministry of Corporate Affairs (MCA Circulars).

b) Special Resolutions passed during the previous three Annual General Meetings:

FY	Date	Time (IST)	Special Resolutions Passed
2021-2022	30thAugust, 2022	13.00 p.m.	1) Re-Appointment of Mr. Yatin Sanjay Gupte (Din: 07261150) As Managing Director of The Company (Special Business Special Resolution).
			2) Approval for Material Related Party Transaction (s) under section 188 of The Companies Act, 2013 and regulation 23 of SEBI (LODR) Regulations, 2015 (Special Business Special Resolution).
			3) Increasing Borrowing Limits of the Board of Directors of The Company Under Section 180 of The Companies Act, 2013 (Special Business Special Resolution).
			4) Authorization to Make Loan(s) And Give Guarantee(s), Provide Security(ies) or Make Investments (Special Business Special Resolution).
			5) Authorization To advance any Loan or give any Guarantee or provide any Security under section 185 of The Companies Act, 2013 (Special Business Special Resolution).
2020-2021	20thAugust, 2021	12.00 p.m.	1) Approval for Material Related Party Transaction (s) under Section 188 of the Act and Regulation 23 of Listing Regulations. (Special Business Special Resolution).
			2) Alteration in Articles of Association of the Company. (Special Business Special Resolution).
			3) (Increasing Borrowing Limits of The Board of Directors of The Company Under Section 180 of the Act (Special Business Special Resolution).
			4) Authorisation to make loan(s) and give guarantee(s), provide security (ies) or make investments Under Section 185 of the Act (Special Business Special Resolution).
			5) Approval of loans, investments, guarantee or security Under Section 185 of the Act (Special Business Special Resolution).
2019-2020	30th September, 2020	10.00 a.m.	No Special Resolutions were passed

c) Special Resolutions passed during FY 2022-23 through Postal Ballot

No Postal Ballot was held during FY 2022-23, hence no Special Resolutions were passed during the last FY 2022-23 through Postal Ballot. d) Extraordinary General Meeting held during the FY 2022-23 through Video Conferencing ("VC")/ Other AudioVisual Means ("OAVM").

Details of Extraordinary General Meeting held during the FY 2022-23 are as follows:

Sr. No.	Date	Time (IST)	Venue	Resolutions Passed
1	20th April, 2022	12.00 p.m.	Through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) without the physical Presence of the Members at a common venue, in compliance with General Circular issued by Ministry of Corporate Affairs (MCA Circulars).	1) Appointment Of Mrs. Neelambari Harshal Bhujbal (Din: 09195568) As Non-Executive Non-Whole Time Independent Woman Director (Special Business - ordinary resolution)
				2) Approval for Material Related Party Transaction (s) under section 188 of The Companies Act, 2013 and regulation 23 of SEBI (LODR) Regulations, 2015 (Special Business Special Resolution).
				4) Approval of Related Party Transaction to be entered between the Promoter And Company for the use of Trademark Registered in the Name of the Promoter (Special Business Special Resolution).
2	18thAugust, 2022	01.00 p.m.	Through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) without the physical Presence of the Members at a common venue, in compliance with General Circular issued by Ministry of Corporate Affairs (MCA Circulars).	1) Appointment of Mrs. Sheetal Mandar Bhalerao (Din: 06453413) as Non-Executive Non-Independent director (Special Business Special Resolution).

 

Sr. No.	Date	Time (IST)	Venue	Resolutions Passed
3	03rd March, 2023	01.00 p.m.	Through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) without the physical Presence of	1) Regularization of Mr. Avishek Kumar (DIN: 09314508) As Non-Executive - Independent Director. (Special Business Special Resolution).
			the Members at a common venue, in compliance with General Circular issued by Ministry of Corporate Affairs (MCA Circulars).	2) Approval for Material Related Party Transaction(s) Under Section 188 of The Companies Act, 2013 And Regulation 23 of SEBI (LODR) Regulations, 2015 for Financial Year 2023-2024. (Special Business Special Resolution).
				3) To Approve fund arising activities & Issuance of Securities by the Company. (Special Business Special Resolution).

8. MEANS OF COMMUNICATION

Company has been sending Annual Reports, Notices and other communications to each shareholder through e-mail, post and/or courier services. As per the circulars issued by MCA and SEBI, the Notice and Annual Report for the FY 2022-23 are being sent through electronic means (e-mail) and on the receipt of request from shareholders, the company will courier hard copy of the same. The Notice and Annual Report of the Company for the FY 2022-2023 shall also be available on the website of the Company https://wardwizard.in/investor-relations/corporate-announcements/annual-report/

Quarterly, Half Yearly and Yearly Financial Results of the Company are widely published in leading newspapers such as Business Standard (Ahmedabad & Mumbai Editions) Navshakti (Marathi Edition) and Free Press (Mumbai Edition), also displayed on the website of the Company at https://wardwizard.in/. All official press releases, presentations made to analysts and institutional investors and other general information about the Company are also available on the website of the Company.

The presentations made to the analysts and institutional investors, if any, are not communicated individually to the shareholders of the Company. However, in addition to uploading the same on the website of the Company https://wardwizard.in/, the presentations are submitted to Stock Exchange for dissemination on time to time basis.

MINISTRY OF CORPORATE AFFAIRS (MCA)

All the necessary documents are periodically filed by the company with MCA along with its Audited Financial Statements on MCA through XBRL mode.

9. GENERAL SHAREHOLDER INFORMATION a) Annual General Meeting: 41^st Annual General Meeting (FY 1^st April, 2022 to 31^st March, 2023)

Date	: Tuesday, 26th September, 2023
Time	: 13.00 P.M.(IST)
Venue	: Through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) without the physical presence of the Members.

 

b) Financial Year:
Financial Calendar for 2023-2024 (Tentative)	1stApril, 2023 to 31 stMarch, 2024
Adoption of Quarterly Results for the quarter ending
First Quarter Results (30th June, 2023)	Last week of July/ 1st/ 2nd week of August, 2023
Second Quarter and Half Year Results (30thSeptember, 2023)	Last week of October/ 1st/2nd week of November, 2023
Third Quarter and Nine Months Results (31st December, 2023)	Last week of January/ 1st/2 nd week of February, 2024.
Approval of Annual Account (31st March, 2024)	Last week of April/ 1st/2nd/3 rd week of May, 2024.

c) Book closure date

The Register of Members and Share Transfer Books of the Company will be closed from Tuesday 19^th September, 2023 to Tuesday, 26^th September 2023 (both days inclusive) for the purpose of the 41^st Annual General Meeting and determining the members eligible to receive the final dividend, if approved by the members in the ensuing AGM. d) Dividend Payment Date: Final dividend, if approved by the shareholders at the 41^st Annual General Meeting of the Company will be paid within 30 days of declaration of the dividend at the rate of Rs. 0.10/- (Ten Paisa only) per equity. e) Name and address of Stock Exchange:

Stock Exchanges where Companys equity shares are listed at:

Name and Address of the Stock Exchange	Scrip Code	Scrip ID	ISIN No.
BSE Limited	538970	WARDINMOBI	INE945P01024
Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India.

The Company has paid the Listing Fees to the Stock Exchange within Stipulated time for FY 2022-2023. f) Market price data – high/low during each month in the past financial year: As the Company share being listed on BSE Limited during the FY 2022-2023.

Share Price at BSE

Month	High (Rs.)	Low (Rs.)	No of equity shares	No. of Trades
April, 2022	81.0	65.75	1,17,50,153	74,550
May, 2022	72.0	47.8	1,00,61,200	67,152
June, 2022	64.8	49.0	1,17,68,031	75,789
July, 2022	68.0	51.3	1,28,24,263	62,543
August, 2022	66.2	58.8	78,89,840	56,970
September, 2022	62.05	51.1	96,66,986	71,432
October, 2022	63.65	51.8	1,02,35,462	51,093
November, 2022	74.85	54.4	2,13,94,550	74,734
December, 2022	78.0	60.25	1,27,06,419	78,183
January, 2023	68.7	57.9	64,31,563	56,045
February, 2023	64.75	52.5	73,76,398	55,602
March, 2023	58.1	48.36	60,84,004	42,654

Performance in comparison to broad based indices of BSE Sensex:

Month	WIML	Sensex
April, 2022	70.05	57060.87
May, 2022	62.05	55566.41
June, 2022	52.60	53018.94
July, 2022	61.50	57570.25
August, 2022	60.85	59537.07
September, 2022	52.65	57426.92
October, 2022	58.10	60746.59
November, 2022	67.35	63099.65
December, 2022	65.05	60840.74
January, 2023	59.50	59549.90
February, 2023	52.85	58962.12
March, 2023	51.80	58991.52

Comparison between the Share price - High and Sensex index close price g) There was no suspension of trading in the Securities, i.e., Equity Shares of the Company during the year but trading in partly paid up ISIN: IN9945P01014 was suspended due to procedural reasons, as the company called remaining money dues on partly paid up Equity shares to be converted into fully paid up Equity shares of the company

h) Registrars to an Issue & Share Transfer Agents: Purva Sharegistry (India) Pvt Ltd

Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg,

Lower Parel East, Mumbai, Maharashtra 400011

Phone: +91 (22) 3199 8810/ 4961 4132

Email id: support@purvashare.com

Website: www.purvashare.com

i) Share Transfer System:

The Companys shares are traded in the stock exchanges compulsorily in Demat form. The Companys Registrar and Transfer agent is the common agency to look demat registry work. Shares lodged for transfer with the registrar are processed and returned to shareholders within the stipulated time. The Company obtains certificate from the practicing Company Secretary in terms of Regulation 40(9) of the SEBI LODR certifying that the certificates, if any required, have been issued within 30 days of the date of lodgment and thereafter submit the same to the stock exchanges. In terms of Regulation 40 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, no transfer of shares in physical mode is permitted.

Members may please note that with effect from 01^st April, 2019, shares held in physical form cannot be transferred. Therefore, shareholders are requested to take action to dematerialize the equity shares of the Company by opening a demat account

j) Distribution of Shareholding:

Shareholding pattern as on 31^st March, 2023

SL No	Category	No of Shares Held	Percentage of Capital
1	Resident Individual	6,24,20,300	23.81979%
2	Promoters And Promoters Group: - Individuals	9,24,88,000	35.29372%
	Corporate	9,11,82,000	34.79534%
3	LLP	5,12,991	0.19576%
4	NBFCS Registered with RBI	20,000	0.00763%
5	Bodies Corporate	16,84,728	0.64290%
6	Clearing Members	80,094	0.03056%
7	Foreign Portfolio Investor (Corporate)	2,54,301	0.09704%
8	Non-Resident Indians (Non-Repat)	2,57,030	0.09808%
9	Non-Resident Indians (Repat)	5,66,508	0.21618%
10	Trust	1,580	0.00060%
11	Hindu Undivided Family	10,87,698	0.41507%
12	Societies	1,14,97,073	4.38732%
	Total	26,20,52,303	100.00

Distribution of shareholding as on 31^st March, 2023

Category (Amount)	Number	% of Total	Amount (in Rs. )	% of Total
Up to 5,000	78362	98.9319	21621660.0	8.4443
5,001 10,000	511	0.6451	3682546.0	1.4324
10,001 20,000	194	0.2449	2785537.0	1.0796
20,001 30,000	48	0.0606	1167699.0	0.4645
30,001 40,000	25	0.0316	876318.5	0.3358
40,001 50,000	17	0.0215	778879.0	0.2972
50,001 1,00,000	23	0.0290	1595252.0	0.6092
1,00,001 - Above	28	0.0353	228865210.0	87.3370
Total	79208	100.00	261373101.5	100.00

* Note:

(i) The Company has converted and allotted 18,20,269 partly paid equity shares into fully paid equity shares on 31^st March, 2023, however BSE listing approval is awaited. (ii) The Company has forfeited 13,58,403 partly paid equity shares on 31^st March, 2023, to those shareholders Who have failed to pay the balance call money, however forfeiture procedure and BSE approval is awaited; Hence the effect of the forfeiture on shareholding pattern will be considered in the same after getting approval of BSE.

Brief details as follows:

3178672	Balance partly paid up equity shares at face value of Rs. 0.50/- (Fifty Paisa) per equity share
1820269	No. of equity shares converted from partly paid from Rs. 0.50/- (Fifty Paisa) to fully paid of Rs. 1/- each, which listing application is under process
1358403	Balance outstanding partly paid up equity shares face value of Rs. 0.50/- (Fifty Paisa) are forfeited

k) Dematerialization of Shares as on 31^st March, 2023 and liquidity

The Companys shares are available for dematerialization with both the Depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Equity shares were dematerialized as on 31st March, 2023. Details are as follows:

	Fully paid shares		Partly paid shares
Description	No of shares	% of Total Equity	No of shares	% of Total Equity
NSDL	22,84,15,052	87.07	3,40,962	0.13
CDSL	2,93,48,450	11.19	10,17,441	0.39
Physical	29,30,398*	1.12	Nil	Nil
Total	26,06,93,900	99.00	13,58,403**	0.52

Note-Calculated on folio basis

* On 31^st March, 2023 the Company has converted and allotted 18,20,269 partly paid-up equity shares of face value Re. 0.50/- into fully paidup equity shares of face value Re. 1/- each against 31,78,672 partly paid-up equity shares of the company after receipt of final call amount. However, BSE listing approval is awaited. Further 129 no. of shares out of 24,91,631 shares allotted pursuant to Board Meeting held on 12^th December, 2022 are pending to be credited in respective shareholders demat account as the said shares are under pledge, however depository has rejected the corporate action form and trading approval is also pending for this shares).

On 31^st March, 2023, the Company has forfeited 13,58,403 Partly paid-up Rights Equity shares, on which the holders thereof have failed to pay the balance call money of Rs.. 41/- per share in pursuant to the Final Call Money-Cum-Forfeiture Notice dated Monday 13^thFebruary, 2023. However BSE approval for forfeiture is awaited;

Percentage are calculated on Total capital (Fully and Partly)

Nomination facility for Shareholding

As per the provisions of Section 72 of the Act, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain a nomination form (Form SH-13), from the Share Department of the Company or download the same from the Companys website. Members holding shares in dematerialized form should contact their respective Depository Participant (DP) in this regard. l) There are no outstanding Global Depository Receipts/ American Depository receipts or warrants or any convertible instruments as on 31^st March, 2023.

m) Commodity Price Risk or Foreign Exchange risk and hedging activities

The Company is not carrying on any Commodity Business and has also not undertaken any hedging activities, hence same is not applicable to the Company. The foreign exchange risk are managed /hedged to the extent deemed necessary.

n) Plant Location

Plant Name	Location
Manufacturing Unit	Survey 26/2, Opposite Pooja Farm Sayajipura, Ajwa Road Vadodara 390019 Gujarat India

o) Address for correspondence:

Company Secretary and Compliance Officer Ms. Jaya Ashok Bhardwaj

Wardwizard Innovations & Mobility Limited

CIN: L35100MH1982PLC264042

Survey 26/2, Opposite Pooja Farm Sayajipura, Ajwa Road Vadodara 390019 Gujarat India

Telephone/Compliance Number: 9727755083 Email: compliance@wardwizard.in info@wardwizard.in

Toll Free: 1800 120 055 500

Web-site: https://wardwizard.in/ p) Registered Office address of Wardwizard Innovations & Mobility Limited

Registered Office of the company	401, Floor-4 23/25, Dhun Building, Janmabhoomi Marg, Horniman
(01.04.2022 to 02.09.2022)	circle, Fort, Mumbai-400001(Maharashtra), India
Company shifted its Registered Office within local limits of the same city (03.09.2022 to 31.03.2023)	Shop No-508, Swami Samarth Plaza Gantra Hospital, RRT Road, Mulund West Mumbai - 400080 Maharashtra India

q) Credit Rating

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31st March, 2023. Hence during the Year there was no requirement to obtain such Credit Ratings.

10. OTHER DISCLOSURES a) Related Party Transactions

Transactions with related parties are disclosed in the Notes to Accounts in the Financial Statements. All transactions with related parties are at arms length and in compliance with transfer pricing regulations. Consideration is paid/ received through cheque/ online payment.

All Related Party Transactions are entered into by the Company only after obtaining the prior approval of the Audit Committee and Board of Directors and are entered into on an Arms length basis.

In terms of the Act, and Listing Regulations, the Company has adopted a policy to determine Related Party Transactions.

Material Related Party Transactions:

During the year ended 31st March, 2023 there were no materially significant related party transactions, which had potential conflict with the interests of the Company at large. The transactions with related parties are disclosed in the Notes to the Annual Accounts

The details of the related party transactions are set out in the notes to the financial statements forming part of this Annual Report. Companys Policy on related party transactions is uploaded on the website of the Company: https://wardwizard.in/investor- relations/policies-and-strategy/policies/

Subsidiary Company:

The Company has formulated a Policy on Material Subsidiaries in terms of the Listing Regulations. The same can be accessed through web link : https://wardwizard.in/show-file/?title=Policy%20for%20determining%20Material%20 Subsidiaries&file=TXpxRs.VMg==

The Company has 1 (One) Subsidiary Company as at March 31, 2023 and details are as follows:

Name of Subsidiary	Wardwizard Global PTE. LTD.
Date of Incorporation	19th August, 2022
Place of Incorporation	Singapore
Type of Subsidiary	Wholly Owned Subsidiary of the Company
Materiality	Referring to the definition of Material Subsidiary given in Regulation 16 of the the Securities and Exchange Board of India (Listing Obligations and Disclosure
	Requirements) Regulations 2015, the Company does not have any Material Subsidiary as on March 31, 2023.
Name, Date of Appointment and	GSURE PAC,
address of Statutory Auditors	Date of appointment: 25th January, 2023 Public Accountants and Chartered Accountants 101 Upper Cross St, Peoples Park Centre #04-17 Singapore 058357

b) Details of non-compliance

There was no non-compliance by the Company during the last three financial years and hence no penalties, strictures were imposed on the Company by stock exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three financial years. c) Details of establishment of Vigil Mechanism/ Whistle Blower Policy

A mechanism has been established for Vigil Mechanism / Whistle Blower Policy for all stakeholders including Directors, employees, vendors and suppliers to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the

Chairperson of the audit committee in exceptional cases.

No personnel have been denied access to the Audit Committee. A copy of the Vigil Mechanism / Whistle Blower Policy is also available on the website of the Company: https://wardwizard.in/investor-relations/ policies-and-strategy/policies/

During the FY 2022-23, no complaint was received by the Committee Members /Chairman of the Audit Committee.

d) Details of Compliance with Mandatory requirements and Non-Mandatory Requirements

The Company has complied with all the Mandatory and Non-Mandatory Requirements of Corporate Governance as per Listing Regulations.

e) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) of SEBI (ICDR), 2018.

During the year under review, there was neither any Preferential Allotment nor any Qualified Institutional Placement as specified under Regulation 32(7A) of the Listing Regulations.

During the year, the Company has call Monies (Rs. 41/- per share) on partly paid shares of the Company which was converted into fully paid up capital through Rights issue and summary of funds raised is as follows:

Number of Calls	Number of shares allotted	Money Received (In Rs.)	Date of Allotment
First and Final Call	24,91,631	10,21,56,871/-	12.12.2022
Final Call Money-cum-Forfeiture	18,20,269	7,46,47,728/-	31.03.2023

f) The Company has received certificate dated 04th August, 2023 from Mrs. Pooja Gala, Practicing Company Secretary, stating that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by SEBI or Ministry of Corporate Affairs or any such statutory authority is enclosed to this report. g) There has been no such incidence during the FY 2022-2023, where the Board has not accepted the recommendations of the Committees of the Company. h) Given below are the details of fees paid by Company and its subsidiary to, VCA & Associates, Chartered Accountant, Statutory Auditors of the Company and all entities in the network firm /network entity of which the statutory auditors are apart on a consolidated basis during the FY ended 31^st March, 2023.

(Amount (Rs.) in Lakhs)

Sr No.	Payments to the Statutory Auditors (excluding taxes)	Fees paid
1	Statutory Audit fees paid for Audit of the Company	2.00
2	Fees paid for other services	1.00
3	Reimbursement of expenses	0.00
	Total	3.00

i) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Sr No	Particulars	No of Complaints
1	Complaints filed during the financial year	Nil
2	Complaints disposed of during the financial year	NA
3	Complaints pending as on end of the financial year	Nil

THE COMPANY HAS COMPLIED WITH THE REQUIREMENTS OF SCHEDULE V: CORPORATE GOVERNANCE REPORT: SUB-PARAS (2) TO (10) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015.

11. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company which was reviewed by the Board from time to time and amended accordingly till date. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company and during the period when the Trading Window is closed. The Company has also installed structural digital database. All Board of Directors and the designated employees have confirmed compliance with the Code.

12. DETAILS OF ADOPTION OF DISCRETIONARY REQUIREMENTS

The Company has complied with all the mandatory requirements of Corporate Governance as specified in Para E of Schedule II of Listing Regulations.

Particulars	Remarks
The Board	As per Para A of Part E of Schedule II of the the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, a non- executive Chairman* of the Board may be entitled to maintain a Chairmans Office at the Companys expense and also allowed reimbursement of expenses incurred in performance of his duties.
*The Chairman of the Company is an Executive Director and hence this provision is not applicable to us.
Shareholders Rights	Considering the dynamic shareholder demography and trading on the stock exchanges, as a prudent measure, we display our quarterly and half yearly results on our website https://wardwizard.in/ and also publish our results in newspapers. We publish the voting results of shareholder meetings and make it available on our website https:// wardwizard.in/ and report the same to Stock Exchanges in terms of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
Modified opinion(s) in audit report	The Auditors have issued an unmodified opinion on the financial statements of the Company.
Separate posts of Chairman and CEO	The Company does not have separate post of Chairman and MD/CEO.
Reporting of Internal Auditor	The Internal Auditor reports to Chief Financial Officer and has direct access to the Audit Committee.

13. INFORMATION ON DIVIDEND OF PAST YEARS & INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the applicable provisions of the Companies Act, 2013 (Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (IEPF Rules), all unclaimed dividends, if not claimed for a period of seven (7) years from the date of transfer to Unclaimed Dividend Account of the Company, are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF). Further, according to the IEPF Rules, all the share in respect of which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more from the respective date of transfer to Unpaid Dividend Account shall also be transferred to the demat account of the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific Order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. Before transferring the unclaimed dividend to IEPF, individual letters are sent to those Members whose unclaimed dividends are due for transfer to enable them to claim the dividend before the due date for such transfer. While the Company has already written to the Members about the due date for transfer to IEPF, attention of the Members is again drawn to this matter through this annual report.

FY	Rate of Dividend	Last date for claiming
2020-21	Rs. 0.05/- (Five paisa only) per equity share of Rs. 1/- (One rupee) each fully paid-up	On or before 23rdSeptember, 2028
2021-22	Rs. 0.075/- (Seventy Five paise only) per equity share of Rs. 1/- (One rupee) each fully paid-up	On or before 30thSeptember, 2029

The members can claim the dividends and shares transferred to the IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in as per the procedure prescribed under the Act. For the claims lodged after the last date mentioned above, the Company does not take any responsibility for payment, as the amount lying unpaid and unclaimed shall be transferred to IEPF.

15. THE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 ARE AS FOLLOWS:

Regulation No.	Particulars of Regulations	Compliance status (Yes/No)
17	Board of Directors	Yes
18	Audit Committee	Yes
19	Nomination and Remuneration Committee	Yes
20	Stakeholders Relationship Committee	Yes
21	Risk Management Committee	Yes
22	Vigil mechanism	Yes
23	Related Party Transactions	Yes
24	Corporate Governance requirements with respect to subsidiary of listed entity	Yes
25	Obligations with respect to Independent Directors	Yes
26	Obligation with respect to Directors and senior management	Yes
27	Other Corporate Governance requirements	Yes
46(2)(b) to (i)	Website	Yes

16. CODE OF CONDUCT

The Company has adopted a Code of Conduct for its Employees and Directors which is available on the Companys web site. As per the requirements of the Listing Regulations, this is to confirm that all the Members of the Board and Senior Management Personnel have affirmed with the Code of Conduct of the Company for the Financial Year 2022-23.

17. ACCOUNTING STANDARD

The Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, while preparing Financial Statements. Kindly refer the Financial Statements (standalone and consolidated) for significant accounting policies adopted by the Company.

18. LOANS AND ADVANCES

Disclosure by the Company and its subsidiaries w.r.t. Loans and Advances in the nature of Loans to firms / companies in which directors are interested is mentioned in the Standalone Financial Statements, forming part of this Annual Report.

19. CEO AND CFO CERTIFICATION

As required under Regulations 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 certificate is duly signed by Mr. Deepakkumar Mineshkumar Doshi, Chief Financial Officer were placed at the meeting of the Board as contemplated in Schedule V of the Listing Regulations and forms part of the Annual Report.

20. CERTIFICATE ON CORPORATE GOVERNANCE

A Compliance certificate from Mrs. Pooja Gala, (Membership Registration No.69393), Practicing Company Secretary, Mumbai pursuant to Schedule V of the Listing Regulations regarding compliance of conditions of

Corporate Governance forms part of the Annual Report.

21. RECONCILIATION OF SHARE CAPITAL AUDIT

According to Regulation 76 of the SEBI (Depositors and Participants) Regulations, 2018, a qualified Practicing Company Secretary performed a Reconciliation of Share Capital Audit (RSCA) on a quarterly basis to reconcile the total dematerialized Share Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and physical share capital with the total issued and listed share capital.

The RSCA Report confirms that the total issued / paid up share capital corresponds to the entire number of physical shares and dematerialized shares held with NSDL and CDSL. For each quarter, the report produced by the Practicing Company Secretary was filed with the stock exchanges within the time frame specified.

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

The Listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable: - aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; - Not Applicable - number of shareholders who approached listed entity for transfer of shares from suspense account during the year; - Not Applicable - number of shareholders to whom shares were transferred from suspense account during the year; - Not Applicable - aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; - Not Applicable

- That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. - Not Applicable

23. Disclosure as per clause 5A of Paragraph A of Part A of Schedule III of SEBI LODR

All agreements entered into by the company are in normal course of business and does not impact the management or control of the company.