Dear Members,

Your Directors have immense pleasure in presenting the 70^th Annual Report on the business and operations of the Company for the Financial Year ended 31^stMarch 2024.

FINANCIAL HIGHLIGHTS:

Your Company's financial performance for the year ended March 31, 2024 is as below: (Rs. in Lakhs)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS & FUTURE OUTLOOK:

During the financial year under review, the Company incurred a loss of Rs. (3304.51) lakhs. Despite this, your Directors are actively identifying prospective areas for growth and will make strategic investments to maximize revenue in the current financial year.

Although the Company faced challenges in the previous year, we are optimistic about our future prospects. Our focus on identifying new opportunities and making targeted investments will drive growth and improve our financial performance. We are committed to taking proactive steps to ensure a turnaround and create long-term value for our stakeholders.

Our focus is on:

- Enhancing operational efficiencies

- Diversifying product offerings

- Strengthening market presence

- Investing in innovative technologies

We are confident that these initiatives will enable the Company to achieve a turnaround and create long-term value for our stakeholders.

INDIAN ACCOUTING STANDARD, 2015:

The Financial Statements for the year ended on 31^st March, 2024 have been prepared in accordance with the Companies

(Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 ('the Act') and other recognized accounting practices and policies to the extent applicable.

PREFERENTIAL ISSUE:

The Board of Directors of the Company at meeting held on June 24, 2022 had approved the issue of Convertible Equity Warrants on preferential basis in aggregate and up to 17,00,00,000 (Seventeen Crore) Convertible equity warrants ("Equity Warrants") for cash at a price of Rs. 5/- per warrant, each convertible into or exchangeable for One (1) equity share of face value of Re. 1/- each ("the Equity Shares") (Including Premium of Rs. 4/- each) aggregating to Rs. 85,00,00,000/- (Rupees Eighty Five Crores) to Promoters/ Promoter groups and Strategic Investors not forming part of the Promoter Group/ Non-promoter entity as defined in SEBI (ICDR) Regulations ("Proposed Allottee") under Promoter Category on a preferential basis in compliance with applicable provisions of SEBI (ICDR) Regulations, through Shareholders approval through Postal Ballot dated 02-09-2022 and In principle approval letter received for issue of 16,99,40,000 warrants convertible into 16,99,40000 equity shares of Re. 1/- each from stock exchange dated 29-08-2022.

The Company has allotted the 1,70,00,000 equity shares on preferential basis to promoters out of 8,36,00,000 convertible equity warrants dated 21-06-2023. The Listing approval is received dated 26-07-2023 and the trading approval received dated 10-08-2023.

Further, the Company has allotted the 1,96,00,000 equity shares on preferential basis to promoters/ promoters' group and Strategic Investors not forming part of the Promoter Group out of 6,66,00,000 convertible equity warrants dated 04-08- 2023. The Listing approval is received dated 01-09-2023 and the trading approval received dated 13-09-2023.

Further, the Company has allotted the 1,60,00,000 equity shares on preferential basis to promoters/ promoters' group and Strategic Investors not forming part of the Promoter Group out of 4,70,00,000 convertible equity warrants dated 21-10- 2023. The Listing approval is received dated 16-11-2023. and the trading approval received dated 21-11-2023.

Further, the Company has allotted the 55,00,000 equity shares on preferential basis to promoters/ promoters' group and Strategic Investors not forming part of the Promoter Group out of 3,10,00,000 convertible equity warrants dated 02-01-2024. The Listing approval is received dated 20-01-2024. and the trading approval received dated 31-01-2024.

Further, the Company has allotted the 35,00,000 equity shares on preferential basis to promoters/ promoters' group and Strategic Investors not forming part of the Promoter Group out of 2,55,00,000 convertible equity warrants dated 13-03-2024. The Listing approval is received dated 10-04-2024. and the trading approval received dated 25-04-2024.

Further, the 2,20,00,000 no. Convertible equity warrants of Re. 1/- each has lapsed and the amount paid on allotment of convertible equity warrants has been forfeited by the Company dated 13-03-2024.

The main object of the Preferential Issue was:

1. Augmentation of Working Capital Purposes

2. General Corporate Purposes

3. Marketing and Branding

4. Investment in Group Companies

5. Plant and Machinery

RECLASSIFICATION OF SHARES:

The Company has received the Reclassification letters from M/s Silverlake Dealers LLP on 25^th July, 2022 (herein referred to as "Outgoing Promoters") to reclassify their status from "Promoter Category" to "Public Category" as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended time to time.

Your Company had made an application for reclassification to the Stock Exchanges where the Company's shares are Listed

i.e., BSE Limited on 16^th August, 2022 and received the approval from BSE Limited, vide ref. no LIST/COMP/BS/265/2023-24 dated 27^th June, 2023.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on The BSE Limited (Scrip Code: 539132)

The Company has paid the Annual Listing Fees for the FY 2023- 2024 & 2024-2025 to the said Stock Exchange as required.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR:

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANY'S OPERATION IN FUTURE:

The nature of business of the Company remained unchanged and there were no significant or material orders passed by regulators, courts, or tribunals impacting the Company's operations in the future.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In compliance with MCA and SEBI Circulars, printing and despatch of physical Annual Reports for the financial year ended 2023-24 to the shareholders has been dispensed off. Hence the Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/ Depositories, unless any member has requested for a physical copy of the same. Members may note that the Notice and Annual Report 2023- 24 will also be available on the Company's website www.wardwizardfoods.com

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

Your Company ensure adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines. The Audit Committee of Board of Directors reviews the adequacy of internal controls.

ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF TRANSFER TO RESERVES:

In absence of any profits, the Board do not recommend transfer of any amount to General Reserves.

DIVIDEND:

In view of continuing losses, your Directors have not recommended Dividend for the Financial Year 2023-2024.

UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company

Authorised Share Capital:

The Authorised Share Capital of the Company Rs. 28,00,00,000 (Rupees Twenty-eight crore only) divided into 28,00,00,000 (Twenty-eight crore) equity shares of Re. 1/- each of the Company.

Paid up Share Capital:

During the year under review, there has been change in the paid up Share Capital of the Company. The Company has allotted 1,70,00,000 (dated 21^st June, 2023),96,00,000 (dated 4^th August, 2023), 1,60,00,000 (dated 21^st October, 2023), 55,00,000 (dated 2^nd January, 2024) and 35,00,000 (dated 13^th March, 2024) equity shares on preferential basis to promoters/ promoters' group and Strategic Investors not forming part of the Promoter Group pursuant to conversion of warrants.

The Company's paid-up equity share capital as on 31^st March, 2024 was Rs. 2571.4 lakhs.

Buy Back Of Securities

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

Sweat Equity

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

Bonus Shares

No Bonus Shares were issued during the year under review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

During the year under review, there are no subsidiaries, associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. Pursuant to the provisions of Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there is change in the composition of the Board as stated below:

The details of Directors appointed & resigned during the year are as follows:

DIRECTORS

DIRECTORS LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mrs. Sheetal Mandar Bhalerao (DIN: 06453413) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. As required by Regulation 36(3) of Listing Regulations, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the Corporate Governance Report forming part of the Board's Report. The Board recommends all the resolution placed before the members relating to appointment / re-appointment of Directors for their approval.

KEY MANAGERIAL PERSONNEL:

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of Board Meetings and meetings of various Committees are given in the Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The formation and term of reference of various Committees are also given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st March,2024 are as follows:

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

I) That in the preparation of the Annual Financial Statements for the FY ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

II) That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as 31^st March, 2024 and of the profit of the Company for the period 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, 2024 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further declaration received from directors, confirming that they have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 16^th March, 2024; as per the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations; in which the following matters were considered:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors

• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors

• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

Audit Committee

The Audit Committee comprises of following Directors as on 31^st March, 2024:

During the period, the Audit Committee met 10 (Ten) times.

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors as on 31^st March, 2024:

During the period the Nomination, Remuneration and Compensation Committee met 3 (Three) times. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2024:

During the period the Stakeholders Relationship Committee met 1 (One) time.

BOARD PROCESSES, PROCEDURES AND PRACTICES:

The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows.

It has in place robust practices and processes that contribute to the effective and efficient performance of the Board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of Board committees. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the Board. The Company follows the best practices in convening and conducting meetings of the Board and its committees.

These include:

Frequency of meetings:

A minimum of four Board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the Board meetings.

Board agenda:

It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much Board time. The agenda is made available to the Directors along with supporting documents sufficiently in advance of the meetings.

Availability of information to the Board:

The Board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairperson, the Company secretary's responsibility includes ensuring good information flows within the Board as well as between senior management and non-executive Directors.

The following information, inter alia, is provided to the Directors of the Company:

• Quarterly results for the Company

• Minutes of meetings of audit committee and other committees of the Board

• General notices of interest received from Directors.

• Show cause, demand, prosecution notices and penalty

• Notices which are materially important.

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems

• Any material default in financial obligations to and by the Company.

Role of Chairperson and Managing Director:

The Chairperson and Managing Director is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role. She upholds the highest standards of integrity and probity inside and outside the boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The MD encourages directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom. The role includes:

• Making certain that an effective decision-making process is in place in the Board, and that the Board's committees are properly structured with appropriate terms of reference

• Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence;

• Building effective relationships founded on mutual respect and open communication - both inside and outside the Boardroom - between the non-executive Directors and executive team, in particular with regard to the identification and oversight of significant risks.

• Setting a board agenda which is primarily focused on business, strategy, accountability, competitive Performance and value creation;

• ensuring that issues relevant to this objective are reserved for board consideration, including

Determining the nature and extent of the significant risks the board is willing to embrace in the Implementation of its strategy;

• developing, in particular, a productive working relationship with the CEO, providing support and Advice while respecting executive responsibility;

• consulting the senior independent director on board matters consistent with regulations;

• ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity;

Role of CFO:

A CFO takes up the job of planning, implementing, and managing all the activities related to finance in the organization and she is responsible for all fiscal decisions. Tracking cash, analysing the Company's financial strength, financial reporting compliances, and proposing corrective actions are also some of the responsibilities. CFO also updates and advises the Board of Directors on the appropriate financial strategies to be adopted in line with the corporate governance, legal, and ethical aspects. Plays a key role in aligning the business strategies of the Company for the most desirable financial outcomes for the interests of Investors and other stakeholders.

Role of Company Secretary in Overall Governance Process:

The Company Secretary has a key role to play in facilitating the effective functioning of the Board through the timely presentation of Board information which - by being accurate, clear and comprehensive - assists high-quality decision making. Under the direction of the Chairman and MD, the Company Secretary's responsibilities include ensuring accurate information flows within the Board and its committees, between senior management and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary acts as secretary of the Board and its committees thereof.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution, and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination, Remuneration and Compensation Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors on the basis of criteria such as the 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 that followed the meeting of the independent Directors and meeting of Nomination, Remuneration and Compensation Committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARIZATION PROGRAMMES:

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time. The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

The detail policy on the familiarisation programme is available on the website at https://www.wardwizardfoods.com/ assets/investor1/policv/Familirization%20Proqramme.pdf

CODE OF CONDUCT:

The Company has laid down a which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at https://www.wardwizardfoods.com/assets/ investor1/policv/Code%20of%20Conduct%20Policv.pdf

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186:

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended 31st March, 2024 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. All the related party transactions are approved by the Audit Committee and Board of Directors.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31st March,

2023 in prescribed Form AOC-2 is appended to this Report as Annexure - I

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is https://www.wardwizardfoods.com/assets/investor1/ policv/Related%20Partv%20Transaction%20Policv.pdf

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Board's Report as Annexure - II

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web-link https://www.wardwizardfoods.com/annualReturnAnnualReport

CORPORATE SOCIAL RESPONSIBILTY POLICY

According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during previous financial year are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above said criteria and hence not required to constitute the said Committee and also has not adopted CSR Policy.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

The information of Conservation of Energy as required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details of technology absorption and foreign exchange earnings & outgo are given by way of Annexure-III to Director's Report.

STATUTORY AUDITORS

M /s. Mahesh Udhwani & Associates, Chartered Accountants (Firm Registration Number: 129738W) Vadodara were appointed at the Annual General Meeting of the Company held on 27^th September, 2022, as Statutory Auditors for a first term of 5 years till the conclusion of the AGM to be held in the FY 2027 (Subject to ratification of their appointment at every Annual General Meeting).

M /s. Mahesh Udhwani & Associates, Chartered Accountants have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The firm performs its obligations in adherence to recognized auditing standards and periodically certifies its independence from management. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

AUDITOR'S REPORT:

They have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self- explanatory and therefore, do not require further explanation under Section 134 of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.

INTERNAL AUDITORS:

M/s. Upadhyay & Company LLP, Chartered Accountant (Registration No: AAJ-6356) has been appointed as Internal Auditors under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014 as an Internal Auditor of the Company for the Financial Year 2023-2024 at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors dated 19^th May, 2023.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mrs. Pooja Amit Gala Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2023-24 in its Board meeting held on 19^th May, 2023. During the year, her sole propertiership has been registered as Firm namely Pooja Gala & Associates.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report (Form MR-3) for the year ended 31st March, 2024 in prescribed form duly audited by the Practicing Company Secretary Mrs. Pooja Gala forming part of the report of the Corporate Governance Report.

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the FY 2023-2024 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report submitted to the stock exchanges within 60 days of the end of the Financial Year.

COST RECORDS AND COST AUDIT REPORT:

During the financial year under review, your Company has not crossed the threshold limits prescribed for appointment of Cost Auditor as per provisions of Section 148 of the Companies Act, 2013 and rules made thereunder However, The Company is not required to maintain cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013..

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, 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 Company's shares and prohibits the purchase or sale of Company's 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. The Company has appointed M/s. Purva Sharegistry (India) Private Limited, the Registrar & Share Transfer Agent of the Company, to monitor / facilitate compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

During the year under review, there has been due compliance with the said code.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, 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 provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.

The brief detail about this mechanism may be accessed on the Company's website at the weblink: https://www. wardwizardfoods.com/assets/investor1/policy/Whistle%20 Blower%20Policy.pdf

COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by the Regulators, the Board of Directors and the Company's Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Your company ensures that it provides a harmonious and cordial working environment to all its employees. To ensure good human resources management, your Company focused on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. Your Company has. Objective appraisal systems based on Key Result Areas are in place for all employees.

Your Company is committed to nurture, enhance and retain talent through superior Learning & Organizational Development.

The total strength of your Company employees as on 31st March, 2024 was 216.

TEMPUS CENTRAL: With increase in the hiring requirements to match the growth & expansion plans; Tempus Central (Attendance & Payroll) was implemented to digitize the employee records and the same is made available as mobile application for employee-friendly usage for time & attendance, leave, pay slip, etc. Tempus Central is an advanced attendance management system that automates mundane activities of an HR or administrator managing Time Office.

EMPLOYEE ENGAGEMENT: The HR Department of the Company organizes a cross functional team work enhancement program named "Happy Hours" once in a month. Major festival like Navratri, Diwali, Holi, Uttarayan, Eid. etc are celebrated at factory and office premises which was actively participated by majority employees of the Company. Further, Company regularly organizes Woman Health awareness sessions.

INVESTOR RELATIONSHIP:

Investor relations is a critical function within a company that focuses on building and maintaining relationships with its investors and stakeholders. It serves as the bridge between the company's management team, its shareholders, analysts, and the broader investment community. The primary goal of investor relations is to effectively communicate the company's financial performance, strategic direction, and key developments to the investment community.

Investor relations professionals play a vital role in managing the flow of information between the company and its investors. They are responsible for disseminating accurate and timely information, such as financial reports, earnings releases, and regulatory filings, to ensure transparency and compliance.

In addition to communication and relationship - building, investor relations professionals also monitor and analyse market trends, investor sentiment, and competitor activities. They assess the impact of market developments on the company's valuation and help management understand and respond to changes in the investment landscape. By staying abreast of market dynamics, investor relations teams can effectively advise the company's leadership.

Overall, investor relations is a critical function that helps companies establish and maintain productive relationships with their investors and the broader investment community. By providing transparent and timely information, fostering relationships, and monitoring market trends, investor relations professionals contribute to enhancing the company's reputation, maximizing shareholder value, and supporting its long-term growth objectives.

AWARDS AND RECOGNITION:

During the financial year 2023-24 your Company has received the following awards and recognitions.

Fastest Growing Brand 2023 by Asia One - We are elated to be awarded as the Fastest Growing Brand 2023 category in the FMCG category.

Fastest Growing Leaders 2023 - Mrs Sheetal Bhalerao, Chairperson and Managing Director of Wardwizard Foods & Beverages Limited has been awarded as the Fastest Growing Leaders 2023

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPALCE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programme are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

During the Financial Year under review the Company has received no complaints of sexual harassment at workplace.

The brief detail about this policy may be accessed on the Company's website at the web link:

https://www.wardwizardfoods.com/assets/investor1/policy/

Prevention%20of%20Sexual%20Harassment%20Policy.pdf

STATUTORY DISCLOSURES:

A copy of audited financial statements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the FY 2023-2024 is attached to the Balance Sheet.

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 31^st March, 2024.

Hence during the Year there was no requirement to obtain such Credit Ratings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms a part of this Annual Report.

CORPORATE GOVERNANCE:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value.

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

VALUATION FOR ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BAANK OR FINANICLA INSTITUTIONS:

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.