Wardwizard Innovations & Mobility Ltd Directors Report

Preliminary

i. The Boards Report is prepared in accordance with the provisions of The Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and is forming part of the Annual Report for the financial year (F.Y.) ended March 31,2025.

ii. Unless otherwise stated, the disclosure made in this report is for the financial year ended March 31,2025.

iii. The term Company or Wardwizard or WIML shall mean and include Wardwizard Innovations & Mobility Limited.

iv. The confirmations/disclosures are based on the records and information made available to the Board of Directors, to the best of their knowledge and belief and explanations obtained from the management.

Dear Members,

The Board of Directors of your Company are delightfully presenting the 43 rd Annual Report of the Company, on its business and operations, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year (FY) ended 31 st March, 2025 prepared as per the Indian Accounting Standards prescribed under Section 133 of the Act.

1. FINANCIAL HIGHLIGHTS

Your Companys Financial Highlight for the year financial ended 31 st March, 2025 is as follows:

(Amount (Rs) in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	30241.10	31731.43	30494.22	32141.97
Other Income	44.79	25.76	40.55	20.71
EBITDA (Earnings before interest, tax, depreciation Amortization)	3736.43	3252.09	3693.07	3180.44
Finance Cost	2039.62	521.41	2039.62	521.41
Depreciation, Amortization, Impairment	667.23	667.23	667.23	667.23
Profit Before Tax	1029.58	2063.45	986.22	1991.80
Current Tax	397.38	646.19	397.38	646.19
Deferred Tax	(46.87)	2.10	(46.87)	2.10
Net Profit After Tax	679.07	1415.16	635.71	1343.51
Final Dividend Paid	171.97	77.02	171.97	77.02
Paid-up Equity Share Capital	2606.94	2606.94	2606.94	2606.94
Basic Earnings per Equity Share (in T)	0.26	0.54	0.24	0.52
Reserves	8038.69	7652.53	7859.65	7519.35

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Act.

The Standalone and Consolidated financial statements for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standard (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standard) Rules, 2015, as amended.

2. FINANCIAL PERFORMANCE

On a Standalone basis, the revenue from operations for FY 2024-2025 was Rs 30,241.10 Lakhs, lower by 4.70 percent over the previous years revenue of Rs 31,731.43 Lakhs. The Profit After Tax (PAT) attributable to shareholders for FY 2024-2025 and FY 2023-2024 was Rs679.07 Lakhs and Rs1,415.16 Lakhs, respectively.

On a Consolidated basis, the revenue from operations for FY 2024-2025 was Rs 30,494.22 Lakhs. The Profit After Tax (PAT) attributable to shareholders for FY 2024- 2025 was Rs 635.71 Lakhs.

Consolidated Financial Statements:

The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act and other relevant provisions of the Act. The Consolidated Audited Financial Statements forms part of the Annual Report. As per the provisions of Section 136 of the Act and Regulation 46 (2) of the Listing Regulations, the Company has disseminated separate audited accounts of its Subsidiary on the Companys website www.wardwizard.in.

Key Financial Ratios: (Standalone Basis)

(Amount (Rs) in Lakhs)

Particulars	2024-2025	2023-2024
Debtors Turnover Ratio	134.08 days	47.52 days
Inventory Turnover Ratio	2.70	3.08
Current Ratio	1.19:1	1.23: 1
Debt/Equity Ratio	1.85:1	0.81: 1
Operating Profit Ratio	33.97%	27.00%
Net Profit Margin	2.33%	4.00%
Return on Net worth	6.63%	13.79%

3. OPERATIONS AND STATE OF COMPANYS AFFAIRS

Your Company continues to solidify its position as a prominent force in Indias electric vehicle (EV) sector, delivering an extensive portfolio of eco-friendly and future-ready mobility solutions. With a steadfast commitment to cutting-edge technology, environmental responsibility, and market expansion, your Company is at the forefront of accelerating the shift towards cleaner transportation. As the adoption of EVs grows rapidly, Wardwizard remains focused on making sustainable mobility an attainable reality for all.

Headquartered in Vadodara, your Company operates with an annual production capacity of 4,00,000 electric scooters and motorcycles on a three-shift basis—adequately equipped to cater to present market requirements while supporting its ambitious growth trajectory.

Under the popular brands Joy e-bike and Joy e-rik, Wardwizard offers more than 10 distinct models, including 3W variants such as the E-Cart, E-Loader, and E-Rik. These are distributed through a strong network of over 750 dealerships across 400+ cities in 19 States and Union Territories, serving more than 1,00,000 satisfied customers. Through these offerings, your Company not only delivers performance-driven, stylish, and long-range EVs but also empowers micro-entrepreneurs and small businesses, contributing meaningfully to climate action. By combining innovation, style, and sustainability, Joy e-bike enables riders and businesses alike to actively participate in creating a cleaner and greener future.

Segment-Wise Position of Business and Its Operations:

(Amount (Rs) in Lakhs)

Sr. No	Segment	Segment Revenue	Segment Results (PBT)
1.	Segment 1-Sale of Electric Vehicles, its components & related services	30241.1	1028.58
2.	Segment 2- Vyom Innovation	0.00	0
3.	Other Income	44.79	1.52
	Total	30285.89	1030.10

Key Business Developments:

1. Record Financial Performance:

In FY 2024-25, your Company delivered a strong operational performance, achieving an EBITDA of Rs3,736.43 lakhs — a growth of 14.90% over the previous years Rs3,252.09 lakhs. This improvement reflects the Companys continued focus on operational efficiency, cost optimization, and strategic growth initiatives, despite a marginal dip in the revenue from operations.

2. Product Innovation and Expansion:

The successful launch of new models across the Two- and Three-wheeler segments — including Joy E-bike Nemo in the 2W category, Joy e-rik V1 (L5) and Joy Bandhu (L3) in the passenger vehicle category, and Joy Sahayak + Cargo (L5) along with Joy Eco Loader (L3) in the commercial category — reflects the Companys commitment into meeting diverse market demands. Designed for targeted passenger, commercial, and municipal applications, these additions expand the companys product portfolio and strengthen its position in the rapidly growing electric mobility market.

3. Enhanced Sustainability and ESG Commitment:

During the year, your company reinforced its dedication to sustainability and ESG (Environmental, Social, and Governance) practices by embedding environmentally responsible measures across its operations and product design. These initiatives are in harmony with global sustainability objectives and resonate strongly with environmentally aware stakeholders. By prioritizing sustainable growth, your Company continues to enhance its market reputation while ensuring long-term value creation in the electric mobility space.

4. Strategic Collaborations:

During the year, Wardwizard entered into multiple strategic partnerships to strengthen its capabilities, expand market reach, and enhance the electric mobility ecosystem. Your Company signed an MoU with C4V, a US-based battery technology leader, to co-develop advanced, climate-optimized lithium-ion battery cells, supporting the Make in India initiative and boosting EV performance. In international markets, Wardwizard received a Letter of Intent from His Royal Highness Prince Abdulaziz Bin Turki Bin Talal Bin Abdulaziz Al Saud to form a joint venture in Saudi Arabia, involving the establishment of assembly line for Electric Motorbikes, Three Wheelers, Four Wheelers, Buses, and EV cell manufacturing plants, aligning with the Kingdoms sustainability vision.

In financing, Wardwizard partnered with Mufin Green Finance to provide customized and accessible financing solutions for its electric three-wheelers and fleet operations, thereby accelerating EV adoption in commercial and passenger segments. To strengthen infrastructure, your company collaborated with Ampvolts Limited to develop advanced EV charging networks in India and overseas, integrating hardware, software, and Battery as a Service solutions.

On the service front, a joint venture with SpeedForce, Indias leading two-wheeler service chain, was established to enhance after-sales service, increase customer touchpoints, and extend sales reach in underserved regions. Collectively, these collaborations position Wardwizard as a holistic EV solutions provider — spanning technology, manufacturing, financing, infrastructure, and customer service — while reinforcing its commitment to innovation, sustainability, and global growth.

5. International Expansion:

During the year, Wardwizard took a significant step in its global growth strategy by securing a USD 1.29 billion order from Beulah International Development Corporation, Philippines. This strategic collaboration, formalized through a Memorandum of Understanding, aims to revolutionize the Philippines public transportation system in line with the Governments Public Utility Vehicle Modernization Program (PUVMP). Under the agreement, Wardwizard will supply electric two-wheelers and three- wheelers from its existing portfolio and develop electric four- wheelers for commercial applications, along with specialized vehicles such as e-Trikes, electric mini trucks, and golf carts. The partnership not only supports the Philippines transition to

sustainable mobility but also creates employment opportunities and fosters local economic growth over the next decade.

6. Strategic Expansion into Fleet Services:

Wardwizard has entered the fleet operations and last- mile delivery mobility space. Leveraging its expertise in sustainable transportation, your Company has formed strategic collaborations to deploy electric two-wheelers across multiple metropolitan and emerging cities in India.

This strategic initiative is designed to address the surging demand for eco-friendly, cost-efficient, and reliable mobility solutions within the logistics and delivery sectors. By partnering with established fleet operators, Wardwizard is ensuring seamless integration of its vehicles into large-scale operations, thereby creating long-term value for customers and stakeholders alike.

The expansion into fleet services not only broadens the Companys business portfolio but also reinforces its commitment to reducing carbon emissions, promoting clean mobility, and contributing to Indias transition towards a greener transportation ecosystem. Positioned at the intersection of innovation, sustainability, and market opportunity, Wardwizard is poised to become a key player in shaping the future of electric fleet mobility.

4. GENERAL RESERVES

During the year under review, the Board has not recommended transferring any amount to the General Reserves, being nonmandatory under the Act.

5. AMENDMENT TO THE ARTICLE OF ASSOCIATION OF THE COMPANY

The shareholders of your Company at the last AGM held on 30 th September, 2024 approved the adoption of new set of the Articles of Association of the Company so as to align it with applicable provisions of the Act and other applicable law.

6. DIVIDEND

Your Board recommends a final dividend of Rs 0.10 (Ten paisa only) on 26,06,93,900 equity shares of Rs 1/- each (10%) for the Financial Year 2024-25 subject to the approval of the Shareholders at the ensuing Annual General Meeting and deduction of tax at source, as required under the applicable law. The dividend, if approved, would be paid within 30 days of the declaration to those Shareholders whose names appear in the Register of Members as on the record date fixed for the purpose.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, as amended, the Company has formulated a Dividend Distribution Policy and the same is available on the Companys website at https://wardwizard.in/investor-relations/policies-and- strategy/policies/. Your Company follows Dividend Distribution Policy as approved by the Board.

7. SHARE CAPITAL

The Summary of the Share Capital of your Company during the FY 2024-2025 is given below:

(Amount (Rs) in Lakhs)

Particular	AS on 31 st March, 2025
Authorized Capital	31,00,00,000
Issued Capital	26,23,44,373*
Subscribed Capital	26,20,52,303*
Paid-up Capital	26,06,93,900

*Reason for the difference in the Issued, Subscribed and Paid-up Capital of the Company - On 18 th January, 2022, the Company had issued total 59,62,373 partly paid equity shares on Rights Issue basis to the existing shareholders. Post Rights Issue, the Company had allotted 56,70,303 equity shares out of which 13,58,403 equity shares were forfeited due to non- payment of the call money. As a result, there appears difference in the Issued Capital of Rs 26,23,44,373 and Subscribed capital of 26,20,52,303 & Paid-up Capital of Rs 26,06,93,900.

8. PROPOSED RIGHTS ISSUE

We are pleased to inform you that our Board of Directors has approved a plan to raise up to Rs49 crore by issuing new equity shares to our existing shareholders through a rights issue, in accordance with applicable laws. This decision was made at the Board Meeting on Friday, June 21,2024. We have already submitted a draft letter of offer to BSE, and received its in-principle approval on March 27, 2025. The Company is now in the process of fulfilling all statutory requirements and completing the necessary procedures to implement the rights issue. This new funding will help us in our future growth and expansion plans.

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Details Of Subsidiary Company

As on 31 st March, 2025, the Company has one (01) subsidiary and there has been no material change in the nature of the business of the subsidiary.

Wardwizard Global PTE. LTD was set up in the year 2022 and is a wholly owned subsidiary of your Company. It is private company limited by shares, incorporated under the Singapore Companies Act and domiciled in Singapore with its principal business activities as Manufacture of Secondary Batteries, Lithium Batteries and assembly of motor vehicles and R&D specifications as well as to meet the variegated requirements of ancillary activities.

As required under Section 129(3) read with Section 136 of the Act, a statement containing the salient features of financial statements of the Companys subsidiary for the Financial Year

ended March 31, 2025, is included in the Form AOC-1 attached as an Annexure I forming part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements, including Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries and Associates, are available on the website of the Company at https://wardwizard.in/investor-relations/policies-and-

strategy/incl-subsidiary-company-details/.

The policy for determining material Subsidiaries is available at https://wardwizard.in/investor-relations/policies-and-

strategy/policies/.

Associate Or Joint Venture

As on 31 st March, 2025, the Company does not have any associate(s) or joint venture companies within the meaning of Section 2(6) of the Act.

During the year under review, no companies became or ceased to be Companys subsidiary, joint venture or associate company.

10. DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Management Discussion and Analysis, the Corporate Governance Report with the Auditors Certificate thereon, and the Business Responsibility and Sustainability Report (BRSR) forms part of the Boards Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

11. CREDIT RATING

During the year under review, the Company has not issued any debt instruments and does not have any Fixed Deposit Program or any scheme or proposal involving mobilization of funds in India or abroad. However, your Company has obtained the following Credit Rating from CRISIL Ratings Limited.

Rating Agency	Long Term Rating	Short Term Rating
CRISIL Ratings Limited	Crisil BBB-/Negative (Downgraded from Crisil BBB/Stable)	Crisil A3 (Downgraded from Crisil A3+)

12. MANAGEMENT- DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

As of March 31,2025, the Companys Board consisted of Nine (09) Directors, of which two (02) are Executive Directors, one (01) is Non-Executive and Non-Independent Director and six (06) are Independent Directors.

Detailed information about the Board and Committee composition, tenure, and other relevant details of Directors can be found in the Corporate Governance Report forming part of this Annual Report. In compliance with the listing regulations, the Board has identified the core skills, expertise and competencies required for effective functioning within the Companys business context. These key skills and competencies are outlined in the Corporate Governance Report.

During the year under review, the following appointments, reappointments and resignations effecting changes were made to the Board of Directors, Key Managerial Personnel and Senior Management of the Company.

Change in composition of the governing board and key managerial/management personnel (KMPs) during the financial year ended march 31,2025

The changes taken place in the composition of the Governing Board and KMPs, including Senior Management of the Company are as follows:

Appointment Of Directors:

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company subject to the Shareholders approval, has appointed Mr. Sanjay Mahadev Gupte (DIN: 08286993) as the Whole Time Director (Additional) of the Company for a period of 05(five) consecutive years commencing from 06 th February 2025 to 05 th February 2030, liable to retire by rotation, which got approved by the Shareholders through Postal Ballot dated April 11,2025.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Ms. Mansi Jayendra Bhatt (DIN: 10177722) as a Non-Executive Independent Woman Director (Additional) of the Company for a period of 5 consecutive years. Her appointment was made effective from 06 th February 2025 to 05 th February 2030 (both days inclusive), and she shall not be liable to retire by rotation as per the extant regulations and regularized through postal ballot dated 11 th April 2025

Re-Appointment of Director:

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company, subject to the Shareholders approval has re-appointed Mr. Yatin Sanjay Gupte (07261150) as the Managing Director of the Company for a period of 03(three) years commencing from September 1, 2024, to August 31, 2027, shall be reckoned for the purpose of arriving Directors liable to retire by rotation, which got approved by the Shareholders through Postal Ballot dated May 20, 2024.

Director Liable to Retire By Rotation

Mr. Yatin Sanjay Gupte (DIN: 07261150), Director, shall retire by rotation and being eligible, offers himself, for the re-appointment.

Details of the proposal for the re-appointment of Mr. Yatin Sanjay Gupte (DIN: 07261150) along with his brief resume is available in the Explanatory Statement as required under Section 102 of the Act and the disclosure under Regulation 36(3) of the Listing Regulations are annexed to the Notice of the 43 rd AGM. The Board recommends the re-appointment of the above named Director.

Resignation of Director:

Resignation of Mr. Sanjay Mahadev Gupte (DIN: 08286993) as Executive Director:

Mr. Sanjay Mahadev Gupte (DIN: 08286993) has resigned from the position of Executive Director with effect from November, 06, 2024, due to health reasons and there are no material reasons other than mentioned in his resignation letter.

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

Sr. No	Director Name	DIN	Category
1.	Mr. Yatin Sanjay Gupte	07261150	Managing Director, Chairman, Executive Director (Promoter)
2.	Mr. Sanjay Mahadev Gupte	08286993	Additional Whole time Director
3.	Mrs. Sheetal Mandar Bhalerao	06453413	Non-Executive Non-Independent Director
4.	Mr. Avishek Kumar	09314508	Non-Executive Independent Director
5.	Dr. John Joseph	08641139	Non-Executive Independent Director
6.	Lt. General Jai Singh Nain (Retd)	10289738	Non-Executive Independent Director
7.	Mr. Paresh P. Thakkar	08265981	Non-Executive Independent Director
8.	Mr. Mitesh Kumar G Rana	06770916	Non-Executive Independent Director
9.	Ms. Mansi Jayendra Bhatt	10177722	Additional Non-Executive Independent Woman Director

Key Managerial Personnel (Kmp) As On Date 31 st March 2025

In accordance with Section 203 of the Act, the following are the Companys Key Managerial Personnel (KMPs):

Sr. No	Name of the Personnel	Designation
1	Mr. Yatin Sanjay Gupte	Managing Director
2	Mr. Deepakkumar Mineshkumar Doshi	Chief Financial Officer
3	Ms. Jaya Ashok Bhardwaj	Company Secretary & Compliance Officer
4	Mr. Sanjay Mahadev Gupte	Additional Whole Time Director

Senior Management

As of March 31,2025, the companys Senior Management includes the following persons:

A) List of the Senior Management Personnel as on March, 31 2025:

Sr. No	Name of the Personnel	Designation
1	Mr. Sanjay Kumar Sablok	President - Operations
2	Mr. Vineet Akre	Senior Vice President - R&D And Production
3	Mr. Aloksingh Jamdar	Vice President - Operations (Production)
4	Mr. Vilas Paturkar	Associate Vice President - Factory Operations
5	Mr. Akhtar Khatri	Director - Sales & Strategy) - (Domestic and International Sales)

B) Changes in the Senior Management Personnel during the Financial Year (F.Y.):

Sr. No	Name	Designation	Details of Change	Effective date*
1.	Mr. Akhtar Khatri	Director - Sales & Strategy) - (Domestic and International Sales)	Appointment	18 th April, 2024
2.	Mr. Tarun Kumar Sharma	President - Marketing & Branding	Resignation	31 st August, 2024
3.	Mrs. Sneha Shouche	Chief Marketing Officer	Resignation	31 st July, 2024

* The resignation of senior management personnel takes effect at the close of business on the date of their resignation.

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

13. MEETINGS:

Total eleven (11) meetings of the Board of Directors of the Company were held during FY 2024-25. The intervening gap between the two consecutive meetings was within the prescribed period mentioned under the Act. The details of these meetings including other Committee meetings mentioning about its constitution, date of each meeting and attendance of each of the Directors thereat, have been set out in the Report on Corporate Governance.

14. BOARD COMMITTEES:

Your Company has constituted statutory committees in accordance with the requirements of the Act and the Listing Regulations. Detailed information regarding these committees have been given in the Corporate Governance Report forming part of this annual report.

Details of Committees along with their terms of reference, composition and attendance of Members at the meeting of the Committees are provided in the Corporate Governance Report.

Board Committees And Number Of Meetings

Sr. No.	Name of Committee	Number of Meetings held during the year
Mandatory Committee:
1	Audit Committee	11
2	Nomination and Remuneration Committee	05
3	Stakeholders Relationship Committee	02
4	Risk Management Committee	02
5	Corporate Social Responsibility Committee	02
6	Fund-Raising Committee	-
7	Rights Issue Committee	01
Non- Mandatory Committee:
8	Internal Committee (POSH)	04
9	Finance & Investment Committee	03

The details with respect to powers, roles, terms of reference and changes in committee compositions, if any, of Mandatory Committees along with the dates on which meetings of Committees were held during the FY 2024-25 including the number of Meetings of the Committees that each Directors attended is provided in the Corporate Governance Report which forms part of this Report.

15. COMMITTEE RECOMMENDATIONS:

There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

16. DECLARATION BY INDEPENDENT DIRECTORS AS ON 31ST MARCH, 2025

Name of the Director	Category
Mr. Avishek Kumar	Non-Executive Independent Director
Dr. John Joseph	Non-Executive Independent Director
Lt. General Jai Singh Nain (Retd)	Non-Executive Independent Director
Mr. Paresh P. Thakkar	Non-Executive Independent Director
Mr. Miteshkumar G. Rana	Non-Executive Independent Director
Ms. Mansi Jayendra Bhatt	Additional Non - Executive Independent Woman Director

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each one of them meets the criteria of independence as provided in Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Companys Non-Executive Directors did not have any pecuniary relationship or transactions with the Company, its holding, subsidiary or associate company,

other than those permitted by law, except for sitting fees, commission, and expense reimbursement, as permitted by the Act, and the Listing Regulations.

Separate meetings of the Independent Directors of the Company were held on 29 th July 2024, 06 th February 2025 and 08 th March 2025.

17. DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from being appointed as Directors as specified in sub-section (1) or sub-section (2) of Section 164 of the Companies Act, 2013 read with Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Certificate from Mr. Kamal A. Lalani, Practicing Company Secretaries, in this regard, forms part of the Corporate Governance Report of this Annual Report.

18. BOARD GOVERNANCE

Board governance serves as the foundational framework that defines the structure, functioning, and responsibilities of the Companys Board. The Companys Board Governance Guidelines comprehensively outline matters related to the composition and roles of the Board, the Chairman, and individual Directors. These guidelines encompass key aspects such as Board diversity, criteria for independence, tenure and retirement of Directors, and the functioning of Board-level Committees.

Further, the governance framework also provides clear principles on the nomination, appointment, induction, and ongoing development of Directors. It lays down the policies concerning Directors remuneration, oversight of subsidiary performance, adherence to the Code of Conduct, and continuous evaluation of Board effectiveness.

19. BOARD DIVERSITY

The Company recognises that a diverse Board enhances decision-making and governance effectiveness. To this end, the Company has adopted a Board Diversity Policy that promotes a broad spectrum of perspectives, including variations in thought, knowledge, skills, industry and regional experience, cultural and geographic backgrounds, gender, age, ethnicity, and race.

These diversity guidelines are aligned with applicable statutory and regulatory requirements and are tailored to the specific needs of the Companys business operations. The Company remains committed to fostering an inclusive Board environment that supports balanced and effective leadership.

20. BOARD EVALUATION ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board has reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

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

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

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board confirms:

I) That in the preparation of the Annual Financial Statements for the FY ended 31 st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

II) That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31 st , 2025, and of the profit of the Company for the year ended on that date.

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

IV) The Directors had prepared the annual accounts for the FY ended 31 st March, 2025 on a going concern basis;

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

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

22. FAMILIARIZATION PROGRAMMES

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

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

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

• Induction sessions for new Directors, providing an overview of the Companys business, financials, management structure, key policies, and governance framework.

• Regular updates and presentations from Senior Management on industry developments, regulatory changes, market dynamics, operational performance, strategic initiatives, risk management, and sustainability goals.

• Interactive meetings with Senior Management Personnel to facilitate an open exchange of views and direct access to key functional areas of the Company.

• Continuous engagement, whereby Directors are regularly briefed on emerging responsibilities, governance expectations, and specific areas relevant to their oversight functions.

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

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

The detailed policy on the Familiarization Programme for Independent Directors is available on the Companys website at: https://wardwizard.in/investor-relations/

policies-and-strategy/policies/

23. BOARD PROCESSES, PROCEDURES AND PRACTICES

i) The Company prioritizes a diverse and knowledgeable Board that actively contributes to achieving our vision. We adhere to structured processes and best practices to ensure effective leadership and decision-making.

ii) Board process and practices broadly comprise sharing the agenda, convening the meetings, decision making at the meetings, finalizing the minutes, and supervising the Board committees. The Company follows the best practices in convening and conducting meetings of the Board and its committees.

iii) A minimum of 4 (four) Board meetings are held each year with the time gap between any two successive meetings not exceeding 120 (One Hundred Twenty) days. The Notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Directors and in exceptional cases tabled at the meeting with the approval of the Board. This ensures timely and informed decisions by the Board.

iv) Board meetings foster open and productive discussions to support effective decision-making. The Chairman facilitates balanced participation and ensures sufficient time is allocated for strategic matters.

v) The Company provides the information as set out in Regulation 17 read with Part - A of Schedule II of the Listing Regulations, to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as a part of the agenda papers in advance of the respective meetings by way of presentation and discussions during the Meetings. With the unanimous consent of the Board, all Unpublished Price Sensitive Information (UPSI) is circulated to the Board at a shorter notice before the commencement of the meeting securely.

24. RISK MANAGEMENT (RISK ASSESSMENT & MINIMISATION PROCEDURES).

Your Board has formed a Risk Management Committee with a view to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

The brief detail about this policy may be accessed on the Companys website at the weblink: https://wardwizard.in/ investor-relations/policies-and-strategy/policies/.

25. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website at the weblink: https:// wardwizard.in/investor-relations/policies-and-strategy/ policies/

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This details of CSR and its Policy are available on the Companys website at https://wardwizard.in/corporate-social- responsibility/For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

27. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Act read with the Rules thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and regulation 19 of the Listing Regulations, Board of Directors of the Company has in its meeting held on 08 th March, 2025 approved and adopted a revised Nomination and Remuneration Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel and other employees of the Company.

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

a) Objects of the Policy:

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

? align individual and team reward with business performance in both the short term and long term;

? encourage executives to perform to their fullest capacity;

? to be competitive and cost effective;

? formulation of criteria for identification and selection of the suitable candidates for the various positions;

? to recommend policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company;

? recommend to Board on appropriate performance criteria for the Directors and carry on the performance evaluation of the Directors;

? to identify ongoing training and education programs for the Board to ensure that Non-Executive Directors are provided with adequate information regarding options of the business, the industry and their legal responsibilities and duties;

? to assist Board in ensuring Board nomination process in accordance with the Board Diversity policy;

? to recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

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

? level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

? relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

? remuneration to Directors, KMPs and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

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

d) Term/tenure of appointment, removal, retirement

e) Remuneration Policy for Directors, KMPs and other employees

f) Evaluation process

g) Flexibility, judgment and discretion

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

The Companys policy on appointment of Directors is available on the Companys website at https://wardwizard.in/investor- relations/policies-and-strategy/policies/.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the Companys website at https://wardwizard.in/ investor-relations/policies-and-strategy/policies/.

28. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions with its philosophy of adhering to the highest ethical standards, transparency, and accountability.

In line with the provisions of the Act and the Listing Regulations, the Board has approved a policy on related party transactions including Materiality of Related Party Transactions. During the year under review, all the contracts/arrangements/transactions entered by your Company with related parties under Section 188(1) of the Act & Reg 23 of SEBI LODR, were in the ordinary course of business and on an arms length basis and has also been approved by the Audit Committee of the Company.

The details of materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons approved by the Board have been disclosed in note no 34 to the financial statements for the financial year ended 31 st March, 2025.

All related party transactions for the financial year were conducted in the ordinary course of business and on an arms length basis, in accordance with the companys policy. These transactions were presented to the Board of Directors and the Audit Committee for review and approval at the beginning of the financial year. A quarterly statement detailing the nature and value of all related party transactions was also provided to the Audit Committee for its review.

Related party transactions were disclosed to the Board on a regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 be referred to in note no 34 of the Standalone Financial Statements. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

The policy on Related Party Transactions as approved and revised by the Board from time to time in line with the amended provisions of Act and Listing Regulations has been uploaded on the Companys website.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the website of the Company and the web link for the same is https://wardwizard.in/investor-relations/ policies-and-strategy/policies/.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the FY 2024-2025 in prescribed Form AOC-2 is appended to this Report as Annexure II.

29. INSURANCE INFORMATION Information of Assets Insurance

All properties and insurable interests of the Company have been fully insured.

Directors and Officers Insurance (D&O)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (D&O) for all its Directors, KMPs and members of the Senior Management.

30. ACCEPTANCE OF PUBLIC DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as at the end of FY 2024-2025.

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

31. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

During the year under review, the Company has not given Loans, Guarantees and made investments in compliance with the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of the same are provided in the Standalone Financial Statements.

32. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARDS REPORT:

No material changes and commitments affecting the financial position of the Company have been occurred between the end of the financial year to which the financial results pertains and the date of the Boards report.

33. CHANGE IN THE NATURE OF BUSINESS

The Company has not undergone any changes in the nature of the business during FY 2024-25.

34. MATERIAL ORDER AND SIGNIFICANT ORDERS PASSED BY ANY REGULATORIES/ THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

35. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE ACT (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

The information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is appended to this Report as Annexure IV.

36. AUDITORS, AUDIT QUALIFICATIONS AND BOARDS EXPLANATIONS

Statutory Auditors

In Compliance with the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014, M/s. VCA & Associates, Chartered Accountants (Firm Registration No. - 114414W), Vadodara, were re-appointed, as Statutory Auditors of the Company by the Members at the Annual General Meeting of the Company held on 30 th September 2024 to hold office for a Second term Commencing from 42 nd AGM till the conclusion of 47 th AGM of the Company to be held in the year 2029.

Remuneration of M/s. VCA & Associates, Chartered Accountants, in the form of fees (excluding GST and out of all the pocket expenses) for the financial year ended 31 st March, 2025 has been outlined in the Corporate Governance Report.

The Auditors Report on the Standalone Financial Statements for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors and Secretarial Audit Report:

Casual Vacancy:

Pursuant to the Resignation tendered by M/s. Pooja Gala & Associates, Secretarial Auditor of the Company on 17 th May, 2024, the Board of Directors of the Company proposed to appoint a new Secretarial Auditor of the Company under the provisions of the Companies Act, 2013 for the Financial Year 2024-25.

The specific reasons for the resignation were noted as being detailed in the resignation letter.

In compliance with the Regulation 24(A) of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with Rules made thereunder, the Board of Directors of the Company at its Meeting held on February, 06 th 2025, based on the recommendation of the Audit Committee, approved the appointment of Mr. Kamal A. Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395) Peer Reviewed Certificate No. 6618/2025, Vadodara for a period of 5 (five) consecutive Financial Years commencing from FY 202526 to FY 2029-30, subject to the approval of the Shareholders at the ensuing 43 rd AGM of the Company.

The Board recommends the appointment of Mr. Kamal A. Lalani, Practicing Company Secretary as Secretarial Auditors of the Company for the aforesaid term, for approval of the members. The relevant details and terms of appointment are also set out in the Notice of the Annual General Meeting forming part of this Annual Report.

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

The Secretarial Auditor has submitted their report in Form MR-3 for the financial year ended 31 st March, 2025, which forms part of the Directors Report as Annexure VII The report confirms that the Company has complied with all applicable provisions of the Companies Act, SEBI regulations, and other statutory requirements.

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

1. During the period under review, the Company has submitted the required forms and returns with the Registrar of Companies (ROC)/Ministry of Corporate Affairs (MCA) within the prescribed time, except for a few e-forms which were submitted with additional fees.

2. During the period under review, the Company was failed to inform the details of Resignation of Mr. Tarun Kumar Sharma (President-Marketing and Branding) (Senior Managerial personal) to the BSE within 24 hours from the effective date of resignation

Managements Response/Boards Comments:

The Board noted the observations of the Secretarial Auditor. The delay in filing of certain e-forms and Submission was inadvertent and occurred due to procedural/technical/natural calamity reasons. The Board further confirms that the said e-forms have since been filed with additional fees and submission of intimation of resignation of Senior Management Personnel was done with clarification to BSE Limited, thereby regularizing the compliance. The Company is in the process of further strengthening its internal monitoring mechanism to ensure timely filing of all statutory forms in future and avoid recurrence of such delays.:

Internal Auditor

M/s. -OP Rathi & Co., Chartered Accountants Firm Registration No. - 108718W has been appointed on 18 th April, 2024 as an Internal Auditors for FY 2024-2025 under Section 138 of the Act read with Rule 13 of The Companies (Accounts) Rules, 2014.

37. REPORTING OF FRAUDS

There has been no instances of fraud reported by the Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

38. COST RECORDS AND COST AUDIT REPORT

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

39. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has a robust and well embedded system of internal controls. Comprehensive policies, guidelines and procedures are laid down for all business processes. The Internal

Control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board committees, including the audit committee. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit Committee each quarter. Further, the Audit Committee also monitors the status of management actions emanating from internal audit reviews. The Board is of the opinion that the Companys internal financial controls were adequate and effective during the FY 2024-2025. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

The companys internal financial controls are strong and well- suited to its size and operations. These controls are effective in ensuring the accuracy and reliability of its financial and operational information, compliance with company policies, protection of assets, and prevention of fraud and errors. The company has also established policies and procedures to ensure efficient business operations.

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its size, scale, nature, and complexity of business to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. These systems provide reasonable assurance in respect of providing financial and operational information, safeguarding the assets of the Company, adhering to the management policies besides ensuring compliance.

The Company has undertaken an audit for the FY 2024-2025 for all applicable compliances as per the SEBI Listing Regulations and Circulars/Guidelines issued thereunder.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements forms part of the Management Discussion and Analysis Report.

40. ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, the Annual Return of your Company in form MGT-7 is available on the website of the Company at https://wardwizard.in/investor- relations/corporate-announcements/annual-report/.

41. LISTING AND DEMATERLISATION OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (scrip code: 538970) and for the purpose of dematerialisation of shares established connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository System is INE945P01024 through Purva Sharegistry (India) Private Limited, a Registrar and Share Transfer Agents. The Company has fulfilled its annual listing fee obligations to the Bombay Stock Exchange (BSE) for the FY 2024-2025.

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure.

The said statement is also open for the inspection by the Shareholders through physical mode. The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this report and will be made available to any Shareholder(s) on request made in writing.

43. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to transparency and equal opportunities in employment. Our offices worldwide employ people from diverse backgrounds and prohibit harassment of any kind based on age, gender, race, or other protected characteristics.

The Company has in place a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has received no complaints of sexual harassment at workplace.

Sr. No	Particulars	No. of Complaints
1	Complaints pending at the beginning of the financial year	NIL
2	Complaints filed during the financial year	NIL
3	Complaints disposed of during the financial year	NIL
4	Complaints pending as on the end of the financial year	NIL

The brief detail about this policy may be accessed on the Companys website at the web link: https://wardwizard.in/investor- relations/policies-and-strategy/policies/.

Statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961.

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

44. POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, your Board has framed a Policy on the Preservation of documents and Archival of documents. This is intended to provide guidelines for the retention of records and preservation of relevant documents for a duration after which the documents shall be archived. This said policy is available at the Companys website, at the following weblink:

https://wardwizard.in/investor-relations/policies-and-

strategy/policies/.

45. INSIDER TRADING CODE

As per the SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Companys securities. During the year under review, there has been due compliance with the said code.

46. CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a certificate from the Chief Financial Officer (CFO) of the Company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March 2025 adequacy of the internal control measures and matters reported to the Audit Committee, is provided in this Report.

47. DECLARATION SIGNED BY THE CEO/ MANAGING DIRECTOR STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Annual Report includes a declaration by the Managing Director confirming that all the Directors and Senior Management Personnel have adhered to the Companys Code of Conduct during the FY 2024-25. This declaration is required by Schedule V of the SEBI LODR Regulations.

The detail policy on the Code of Conduct is available on the website at https://wardwizard.in/investor-relations/policies- and-strategy/policies/.

48. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applications filed or any proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code (IBC), 2016.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

Your Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

50. HUMAN RESOURCE MANAGEMENT

Your Companys Human Resource (HR) management ensures fair and transparent labour practices through well-defined policies and processes that are fully compliant with evolving regulatory requirements. As a growing manufacturing and assembly organization in the Electric Vehicle sector, the Company maintains a cordial and collaborative relationship with all employees, aligning its people practices with overall business objectives.

The dedicated HR department focuses on enhancing leadership skills, recruitment, training, and ensuring employee welfare. As on 31 st March 2025, the Company had 163 employees on its payroll. To build functional capabilities, team synergy, and interpersonal skills, various training programs are organized, often with the involvement of external experts.The Company also drives multiple HR initiatives including Monthly Communication Forums to connect senior management with employees, Awards and Recognition programs to honor exceptional contributions, Health and Wellness initiatives such as annual medical checkups and blood donation camps, and Sports and Team-Building activities like cricket tournaments to promote engagement, teamwork, and a positive workplace culture.

In addition to these initiatives, the Company has strengthened its HR framework through several structured systems and compliance measures such as.

Background Verification System:

The Company has successfully implemented a robust Background Verification (BGV) process across the organization. This initiative is aligned with our commitment to maintaining the highest standards of integrity, security, and compliance within our workforce. The BGV process plays a critical role in ensuring that the Company hire and retain employees whose qualifications, experience, and personal backgrounds align with our companys values and legal requirements.

Asset Management System (HRMS):

This year, we have successfully implemented a comprehensive Asset Management system across our organization, marking a significant advancement in our operational efficiency and resource management. This initiative reflects our commitment to optimizing the use of our assets, reducing operational costs, and ensuring the long-term sustainability of our resources.

PoSH Compliances:

Under the PoSH Compliances, the organization conducted a comprehensive POSH (Prevention of Sexual Harassment) training session for employees in conjunction with a scheduled Internal Committee (IC) meeting. The sessions were designed to reinforce our commitment to maintaining a safe and respectful workplace environment and to ensure compliance with the legal mandates under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

Training (Group Mediclaim & Personal Accident Insurance)

Your Company has successfully conducted a comprehensive online training program focused on Group Mediclaim & Personal Accidental Insurance for our employees. The training was designed to provide employees with a thorough understanding of the available insurance policies, the benefits they offer, and the procedures for accessing these benefits. This initiative is part of our ongoing commitment to employee well-being and ensuring that our workforce is fully informed about the valuable insurance coverage provided by the Company.

Apprenticeship Registration (The Apprentices Act, 1961)

Under the Apprentices Act 1961, your Company has engaged Apprentices from various trades, which will help us develop a skilled workforce to meet the future needs of the company. This initiative underscores our commitment to fostering talent, supporting the professional growth of young individuals, and contributing to the broader industry by preparing the next generation of skilled professionals.

Industrial And Employee Relations

The Company maintains strong and positive relationships with its employees at all levels, built on mutual trust, respect, and open communication. The dedication and hard work of the workforce have been instrumental in sustaining the Companys leadership position in the industry. To drive organizational efficiency, various initiatives have been implemented to enhance productivity across all functions.

Wardwizard is committed to promoting proactive, employeecentric practices, with a transformational work culture initiative aimed at creating an engaged workforce and fostering an innovative, productive, and competitive shop-floor ecosystem. As part of these efforts, Monthly Communication Forums are organized, enabling regular interaction between senior management and employees to share updates on business performance, strategic priorities, and future plans, while encouraging open dialogue and feedback.

51. SHARE TRANSFER SYSTEM

As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred/transmitted/ transposed only in dematerialized form with effect from, 01 st April, 2019. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

52. QUALITY

Your Company is committed to maintain stringent quality control measures to ensure the safety and satisfaction of consumers who depend on daily road travel. Given the critical nature of automotive components, all parts must meet the highest quality standards, as any defects could pose significant safety risks and adversely impact a brands reputation, profitability, and contractual obligations. To achieve this, the Company meticulously evaluate suppliers ability to comply with these standards. At the same time, technical inspectors oversee the entire manufacturing process—from design validation to mass production—to ensure that only products that meet the highest automotive standards reach the market.

53. SAFE HARBOUR STATEMENT/CAUTIONERY NOTE

Certain statements in this report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, our ability to successfully implement our strategy and our growth and expansion plans, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, changes in the laws and regulations that apply to the industry in which the Company operates. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company.

54. INVESTOR RELATIONS

During the Financial Year 2024-25, our company maintained a strong focus on investor relations, prioritizing transparency, communication, and engagement with our valued shareholders. Our goal is to build trust, foster long-term relationships, and provide accurate and timely information to support informed investment decisions.

Key Highlights:

(1) Regular Updates: We consistently provided timely and comprehensive updates to our investors, including detailed press releases, quarterly earnings calls, and annual reports. These communications were designed to keep our stakeholders well-informed about our financial performance, strategic initiatives, and significant industry developments, ensuring transparency and fostering trust.

(2) Shareholder Engagement: Our management team actively engaged with investors through a variety of channels to maintain open lines of communication and build strong relationships. These efforts included:

a. Conferences and Earnings Calls: Participating in conferences and hosting earnings calls to provide insights into our financial results, address investor inquiries, and discuss future outlooks.

b. One-on-One Meetings and Calls: Conducting

personalized meetings and calls with investors to address their specific concerns, provide detailed explanations of our strategies, and discuss any questions in a more focused setting.

c. Investor Days and Site Visits: Organizing investor days and site visits to offer investors a closer look at our operations, meet our leadership team, and gain a better understanding of our business strategies and long-term vision.

d. Annual General Meetings and Shareholder Forums: Hosting annual general meetings and various shareholder forums to facilitate direct dialogue between management and shareholders, ensuring their voices are heard and their feedback is incorporated into our decision-making process.

55. SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards - 1 relating to Meetings of the Board of Directors and Secretarial Standards - 2 relating to General Meetings specified by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

56. APPRECIATION & ACKNOWLEDGEMENTS

Your directors take this opportunity to express their sincere gratitude to the Government of India, Government of Gujarat, Maharashtra and other states, Registrar of Companies - Maharashtra, Distributors, lenders, including bankers and most importantly consumers for their valuable and sustained support.

Your directors thank the stakeholders for the confidence reposed in the Company and for their continued support and co-operation. Your directors wish to place on record its sincere appreciation for the continued co-operation and support rendered by your Companys Executives, Employees and Workers at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Note: Except as otherwise stated, all the numbers in the Directors Report are on standalone basis.

On behalf of the Board of Directors

For Wardwizard Innovations & Mobility Limited

Sd/-	Sd/-
Yatin Sanjay Gupte	Sanjay Mahadev Gupte
Managing Director	Whole Time Director
DIN:07261150	DIN:08286993
Place: Vadodara
Date: 01 st September, 2025