Board's Report

Preliminary

i. The Board's Report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and the Companies Act, 2013 (the "Act") and is forming part of the Annual Report for the year ended March 31,2024.

ii. Unless otherwise stated, the disclosure made in this report is for the year ended March 31, 2024.

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 Directors of your Company are delightfully presenting the 42^nd Report of the Board of Directors ("Board") 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, 2024 prepared as per Indian Accounting Standards prescribed under Section 133 of the Act.

FINANCIAL HIGHLIGHTS

Your Company's Financial highlights for the year ended 31^st March, 2024 as follows:

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.

On a Standalone basis, the revenue from operations for FY 2023-2024 was Rs.31,731.43 Lakhs, higher by 32.81 percent over the previous year's revenue of Rs.23,892.60 Lakhs. The Profit after Tax (PAT) attributable to shareholders for FY 2023-2024 and FY 2022-2023 was Rs.1,415.16 Lakhs and Rs.944.21 Lakhs, respectively.

On a Consolidated basis, the revenue from operations for FY 2023-2024 was Rs.32,141.97 Lakhs. The Profit after Tax (PAT) attributable to shareholders for FY 2023- 2024 was Rs.1,343.51 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements are prepared in accordance with 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 Listing Regulations, the Company has placed separate audited accounts of its Subsidiary on the Company's website www.wardwizard.in.

KEY FINANCIAL RATIOS: (Standalone Basis)

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES DETAILS OF SUBSIDIARY COMPANY

Wardwizard, in accordance with Section 129(3) of the Act, prepared Consolidated Financial Statements of the Company and its subsidiary and is forming part of this Annual Report. Further, the report on the performance and financial position of the Subsidiary and salient features of its Financial Statements in the prescribed Form AOC-1 is annexed to this report as Annexure - I. The financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies, are available on the website of the company at https://wardwizard.in/investor-relations

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Wardwizard Global PTE. LTD was set up in the year 2022 and is a wholly owned subsidiary of Wardwizard and is private company limited by shares, incorporated under the Singapore Companies Act and domiciled in Singapore with its principal activities are 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.

ASSOCIATE OR JOINT VENTURE

As on 31^st March, 2024, the company does not have any associate or joint venture companies.

Wardwizard Innovations & Mobility Limited has established itself as a leading player in the electric vehicle industry, offering a diverse range of innovative and sustainable vehicles that cater to a wide customer base. Focusing on technological advancements, sustainability, and global expansion, the company is driving the transition toward a cleaner and greener future. With the rising demand for electric vehicles, Wardwizard is poised to play a crucial role in shaping the future of transportation and making sustainable mobility accessible to everyone.

Located in Vadodara, the company currently has production capacity 400,000 electric scooters and bikes per year on a three-shift schedule. This capacity is designed to meet the current demand and the company's growth plans for the coming years. In FY 20232024, Wardwizard commissioned a Semi- automated assembly line, further enhancing its production capabilities. To strengthen the EV value chain and ensure a seamless supply of parts, the company is establishing the Wardwizard EV Cluster, a 4-million- square-foot facility near its existing plant in Vadodara.

Wardwizard manufactures 10+ Models under the brand name Joy e-bike, with over 750 dealership touchpoints across more than 50 cities in India. Through Joy e-bike, Wardwizard is committed to empowering small businesses and driving innovation in the market, contributing to the fight against climate change. With over ten trendy models designed to meet the diverse needs of consumers and businesses, these vehicles offer impressive performance, long-range capabilities, and innovative features, making them a compelling choice for eco-conscious individuals and organisations. Joy e-bike provides a stylish and sustainable ride that allows users to contribute to the well-being of our planet.

SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS:

a) Record Financial Performance:

The company achieved a record revenue of '31,731.43 lakhs in FY 23-24, marking a substantial 32.81% increase from FY 22-23. This growth underscores the company's robust market position and effective execution of its strategic initiatives. The strong financial performance reflects increased demand for the company's electric vehicles.

b) Product Innovation and Expansion:

The successful launch of new models in the three-wheeler segment, including the E-cart Garbage Container and E-Loader, demonstrates the company's commitment to addressing diverse market needs. These new models cater to specific commercial and municipal applications, expanding the company's product portfolio and enhancing its competitiveness in the rapidly growing electric threewheeler market.

c) Enhanced Sustainability and ESG Commitment:

The company has significantly strengthened its sustainability and ESG (Environmental, Social, and Governance) initiatives. By integrating eco-friendly practices across its operations and product development, the company not only aligns with global sustainability trends but also appeals to environmentally conscious consumers and investors. This commitment to sustainability enhances the company's reputation and long-term viability in the electric vehicle sector.

d) Strategic International Collaboration:

The strategic collaboration with Beeah Group, based in Sharjah, UAE, is a pivotal development aimed at revolutionizing the electric landscape in the Gulf Cooperation Council (GCC) countries and African nations. This partnership positions the company to leverage Beeah Group's regional expertise and infrastructure, enabling the introduction of its innovative electric vehicles to new markets with significant growth potential. This move is expected to accelerate the company's international expansion and strengthen its presence in these key regions.

e) Geographical Expansion:

The company initiated the Deep Bharat Connect program, significantly broadening its market presence by establishing partnerships with more than 160 showroom distributors nationwide. This strategic expansion enhances our ability to connect with customers across diverse regions in India.

TRANSFER TO GENERAL RESERVES

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

CHANGE IN THE NATURE OF BUSINESS

During the Year under review, the nature of business of the Company remained unchanged.

DIVIDEND

The Board of Directors, at their meeting held on April 25, 2024, declared a final dividend of Rs.0.15 per equity share, representing a 15% dividend on the face value of Rs.1 each of the Company's fully paid-up equity capital.

The record date for determining shareholders eligible for the dividend is Friday, September 20, 2024. The payment of the dividend is subject to the approval of the shareholders at the upcoming Annual General Meeting on Monday, September 30, 2024.

Companies are obligated to deduct applicable income taxes from dividends before payment. Dividends will be paid within 30 days of the declaration date to shareholders who have not waived their right to receive dividends for the FY 2023-2024. Pursuant to Article 198A of the Company's Articles of Association, members have the right to waive or forgo their right to dividends.

The Company recommended/declared dividends as under:

Pursuant to Section 91 & other applicable provisions of the Act and in accordance with the Regulation 42 of the Listing Regulations, the Register of Members and Share Transfer Book of the Company shall remain closed from Friday, 20th September, 2024 to Monday, 30th September, 2024 (both days inclusive) for taking record of the Members of the Company for the purpose of ensuing 42nd Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, as amended, the Company has formulated a Dividend Distribution Policy. The said policy is available on the Company's website at https://wardwizard.in/investor-relations/policies-and-strategy/ policies/

Your Company is in compliance with Dividend Distribution Policy as approved by the Board.

A shareholder has the option to waive or renounce their right to receive the dividend on some or all of the equity shares they own in the company as of the Record Date/Book-Closure Date, which is the date used to identify the members who are eligible for the dividend. The said Waiver Form is also available on the website of the company at https://wardwizard.in/investor- relations/policies-and-strategy/policies/

FURNISHING OF PAN, KYC DETAILS AND NOMINATION BY HOLDERS OF PHYSICAL SECURITIES

SEBI, vide circular No. SEBI/HO/MIRSD/MIRSDPoD-1/P/ CIR/2023/37 dated March 16, 2023, has made it mandatory to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature by holders of physical securities. Folios wherein any one of the said document/details are not available on or after October 01, 2023, shall be frozen and shareholder will not be eligible to lodge grievance or avail service request from the Registrars to an Issue and Share Transfer Agent and will not be eligible for receipt of dividend in form of Dividend Warrant or any other offline mode. Further, shareholders holding shares in physical mode were to link their PAN with Aadhaar by June 30, 2023 or any other date as may be specified by the Central Board of Direct Taxes to avoid freezing of folio.

Further, as per the above circular of SEBI, the frozen folios shall be referred by Registrars to an Issue and Share Transfer Agent/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002, after December 31, 2025. Keeping the above statutory requirements in view, members holding shares in physical form are requested to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature details immediately to the Registrars to an Issue and Share Transfer Agent/Company in the specified forms, to ensure that, their folios are not frozen on or after October 01, 2023. The form is available on the company's website https:// wardwizard.in/investor-relations/info-for-shareholders/downloads/

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

Pursuant to the provisions of Section 124 and 125 of the Act and Investor Education and Protection fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) and other relevant provisions of the Act, dividends of a company that remain unpaid or unclaimed for a period of seven consecutive years from the date of such transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF") set up by the Government of India. The unclaimed dividend for the financial year 2020-21 and all subsequent years must be claimed as early as possible failing which, it would be transferred to IEPF as per the (tentative) dates mentioned herein below:

The statement of Unclaimed Dividend is available on Company's website at https://wardwizard.in/investor-relations/dividend/ unclaimed-dividends-iepf-details/unclaimed-dividend/

SHARE CAPITAL

The Summary of the Share Capital during the FY 2023-2024 is given below:

*Reason for difference in the Subscribed, Paid-up Capital and Issued Capital- On 18th January, 2022, the Company had issued total 59,62,373 partly paid equity shares on right issue basis to the existing shareholders. Of which, the company had allotted 56,70,303 equity shares, upon non- payment of capital of the call money, the company forfeited 13,58,403 equity shares. As a result, the present subscribed and Paid-up capital of the company is '26,06,93,900 and Issued capital is 26,23,44,373.

FORFEITURE OF SHARES

The Board of the Company at its meeting held on Friday, March 31, 2023, approved the forfeiture of 13,58,403 partly paid up equity Shares of face value of Rs.1/- each on which First and Final Call money remains unpaid from the concerned shareholders the balance call money of Rs.41/- per share in pursuant to the Final Call Money-Cum-Forfeiture Notice dated Monday, 13^th February, 2023.

The converted shares ranked Pari Passu with the existing fully paid-up equity shares and details are as follows:

Summary of Corporate Action for forfeited Shares:

*Due to the inactivity of 31 shareholders' Demat accounts, 12,321 forfeited shares could not be debited. Once these accounts are reactivated, the shares will be automatically deducted.

* As of the date of this report, the company has no outstanding partly paid-up shares.

STATEMENT OF DEVIATION(S) OR VARIATION(S)

In accordance with the SEBI Circular No. CIR/CFD/CMD1/162/2019, dated December 24, 2019 and pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that where a listed entity has raised funds through Public Issue, Rights Issue or Preferential Issue, the listed entity shall disclose every year, the utilization of such funds in its Annual Report until such funds are fully utilized. In this connection, the Company has fully utilized the amount raised through Rights Issue of Equity Shares and the purpose for which these proceeds were raised has been achieved.

SUMMARY OF UTILISATION OF RIGHTS ISSUE PROCEEDS:

There has been no Variation or deviation in the utilization of the funds raised by the Company as stated in the Letter of Offer, dated Wednesday, January 18^th 2022.

Further, the details of Utilization of Rights Issue proceeds for the year ended 31^st March, 2024 have been provided in notes to the Accounts of the Financials of the Company.

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.

EMPLOYEES STOCK OPTION PLAN

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Listing Regulations, 2015 forms a part of the Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

CREDIT RATING

During the year under review, 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. however your company has obtained Credit rating from CRISIL Ratings Limited.

MANAGEMENT- DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

As of March 31, 2024, the Company's Board consisted of Eight (08) members of which Two (02) Executive Directors, One (01) Non-Executive and Non-Independent Director, and Five (05) Independent Directors.

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

During the year under review, the following appointments, re-appointments and resignations were made to in the Board of Directors, Key Managerial Personnel and Senior Management of the Company.

Composition of Board as on the date of Report

During the year under review, there are changes in the composition of the Board as stated below:

* Mr. Yatin Sanjay Gupte (DIN: 07261 150) was Appointed as Managing Director of the Company vide special resolution through Postal Ballot dated 20^th May 2024, for a further period of three (03) years from the completion of his present term of office (i.e on 31st August 2024) and commencing from 01st September, 2024 till 31st August, 2027 [both days inclusive];

KEY MANAGERIAL PERSONNEL (KMP)

Following are the KMPs of the Company as on the date of report in terms of Section 203 of the Act:

SENIOR MANAGEMENT

As on 31^st March, 2024, The Senior Management of the Company comprises of following person(s): A) List of Senior Management Personnel:

B) Changes in Senior Management Personnel during the Financial Year (FY):

*Resignation of the Senior Management Personnel is effective after the closing of the business hours of the date of their resignation.

MEETINGS OF THE BOARD OF DIRECTORS:

Eleven (11) board meetings were convened and held during the year, adhering to the prescribed inter-meeting intervals as per the Act. The report on corporate governance provides detailed information about these meetings, including those of other committees, their dates, and the attendance of individual directors.

Date of Board Meetings:

Details of the Directors attended the Board Meetings during the year under review:

RETIRE BY ROTATION

At the 42^nd Annual General Meeting (AGM) of the Company, the following appointment/re-appointment is being proposed:

Mrs. Sheetal Mandar Bhalerao, Non-Executive Non- Independent Director (DIN: 06453413), shall retire by rotation and being eligible, offers herself, for re-appointment.

The proposal to re-appoint Mrs. Sheetal Mandar Bhalerao as a Non-Executive Non-Independent Director, along with her brief resume, is included in the Explanatory Statement under Section 102 of the Act and the disclosure under Regulation 36(3) of the Listing Regulations, as attached to the notice of the 42^nd Annual General Meeting.

BOARD GOVERNANCE

Board Governance is the framework that structures the Board and its operation. The Company Board's governance guidelines covers aspects relating to composition and role of the Board, Chairman and its Directors, Board diversity, definition of independence, term of Directors, retirement age and committees of the Board. The Board governance guidelines also cover key aspects relating to nomination, appointment, induction and development of Directors, remuneration, oversight on subsidiary performances, code of conduct and Board effectiveness.

BOARD DIVERSITY

The company acknowledges the importance of board diversity and has established guidelines to ensure a range of perspectives, including diverse thoughts, knowledge, skills, regional and industry experience, cultural and geographical background, gender, age, ethnicity, and race. These guidelines are aligned with applicable laws and regulations and the company's specific business needs.

DIRECTORS' RESPONSIBILITY STATEMENT

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 on March 31^st , 2024, 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, 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;

AS ON 31ST MARCH, 2024

The Company has received necessary declarations/ confirmations from all the Non- Executive Independent Directors except the Directors who have resigned from the Directorship of the Company as required under section 149(7) of the Act confirming that they meet the criteria of independence prescribed under the Section 149(6) of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

A separate meeting of the Independent Directors of the Company was held on 16^th March, 2024, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the 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.

FAMILIARIZATION PROGRAMMES

To enhance Board members' understanding of the Company, the company has implemented a comprehensive familiarization program. Through regular training sessions and presentations, the company provides updates on industry trends, business processes, regulations, and strategic initiatives. This ensures that the Board remains well-informed about the Company's operations, market dynamics, and performance.

Upon appointment, Directors receive a formal letter outlining their specific roles, responsibilities, and expectations within the Board. The familiarization program is designed to assist Independent Directors in gaining a thorough understanding of the Company's operations, management team, and overall business strategy.

The Directors of your Company are given the full opportunity to interact with Senior Management Personnel and provided with the access to all the documents/ information sought by them

to have a good understanding of the Company, its business and various operations and the industry of which it is a part Senior management staff of the Company inform the Board Members on a regular basis on the Company's operations, plans, strategy, risks involved, new initiatives, and so on, and ask their comments and suggestions on the same. Furthermore, the Directors are briefed on their respective roles and obligations as they emerge.

The detailed policy on the familiarization program is available on the website at https://wardwizard.in/investor-relations/ policies-and-strategy/policies/.

ANNUAL EVALUATION OF THE BOARD & INDIVIDUALS ON ITS PERFORMANCE AND COMMITTEES

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of Independent Directors and of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, FundRaising Committee, Rights Issue Committee and Internal Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

BOARD COMMITTEES

The company has established eight committees in accordance with the requirements of the Act, its associated rules, and the Listing Regulations. Detailed information regarding these committees can be found in the corporate governance report forming part of this annual report. The following committees were active during the FY 2023-2024.

BOARD COMMITTEES AND NUMBER OF MEETINGS

The report on corporate governance provides detailed information about these meetings, including those of other committees, their dates, and the attendance of individual directors.

COMMITTEE RECOMMENDATIONS:

During the year, recommendations of all the Committees constituted by the Board were in accordance with the Act and the same were accepted by the Board.

BOARD PROCESSES, PROCEDURES AND PRACTICES

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.

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.

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.

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.

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.

AUDIT COMMITTEE

The Company has formed an Audit Committee pursuant to the Section 177 of the Act read with Regulation 18 of the Listing Regulations. The details relating to the same are provided in the report on Corporate Governance forming part of this Annual Report. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board of Directors. During the FY 2023-24, the recommendations of the Audit Committee were duly accepted by the Board.

Note: A detailed note on the attendance, composition of the Board and Committees along with other disclosures are provided in the Corporate Governance Report Section of this Annual Report.

Meetings of the Audit Committees held during the year are in compliance with the Act & Listing Regulations read with circulars and notifications issued by the Ministry of Corporate Affairs and Securities Exchange Board of India in this regard.

RISK MANAGEMENT (RISK ASSESSMENT & MINIMISATION PROCEDURES).

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Board of Directors of the Company has constituted a Risk Management Committee and formulated Risk Management Policy to frame, implement, and monitor the risk management plan for the Company.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

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

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations read with all applicable law, the Company has formed Vigil Mechanism or Whistle Blower Policy. The company has implemented a whistleblower program to allow employees and directors to safely and confidentially report concerns about workplace issues that negatively affect their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

During the year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit Committee reviews the functioning of the Vigil Mechanism/Whistle Blower Policy once a year.

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

The company has instituted a whistleblower policy to enable employees to report unethical or improper conduct and to protect them from retaliation by management. This policy addresses issues of fraud and mismanagement and is detailed in the Corporate Governance Report and is also available on the company's website.

The whistleblower policy seeks to foster a fair and transparent work environment by promoting professionalism, honesty, integrity, and ethical behavior. All company employees are protected under this policy, and the Audit Committee oversees its implementation.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

WIML has been proactively carrying out CSR activities for the last two years. As part of its initiatives under Corporate Social Responsibility (CSR) and in compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR policy and formed a CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Act , the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the FY 2023-24 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure V

The brief outline of the Corporate Social Responsibility (CSR) Policy as adopted by the Board 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. The policy on Corporate Social Responsibility can be accessed at https://wardwizard.in/investor-relations/policies- and-strategy/policies/.

POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015, the Company has laid down a comprehensive policy on Nomination and Remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors, Key Managerial Personnel and Senior Management on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting.

Policy which has been uploaded on the Company's website. The web-link as required to be disclosed under the Act is as https://wardwizard.in/investor-relations/policies-and-strategy/ policies/ .

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non-Executive/Independent Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 Transaction. During the FY 2023-2024 under review, all contracts/arrangements/ transactions entered by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm's length basis and has also been approved by the Audit Committee of the Company.

The SEBI Listing Regulations states that if any Related Party Transactions exceeds 'Rs 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Shareholder's approval. In this regard, for the year ended March 31,2024, the Company has taken necessary Shareholder's approval.

Further, during the FY 2023-2024, the policy on 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, the Directors draw attention of the members on the financial statement which sets out related party disclosures in note no 34 to the financial statements for the year ended 31^st March, 2024.

All related-party transactions are presented to both the Audit Committee and the Board for review and its approval. A quarterly statement detailing all related-party transactions is submitted to the Audit Committee and Board for their review, approval, and documentation.

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 may be referred to in Note 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 Company's 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 2023-2024 in prescribed Form AOC-2 is appended to this Report as Annexure -II.

CORPORATE GOVERNANCE REPORT:

The certificate from M/s. Ankur Somani & Associates,

Practicing Company Secretaries required as per the Regulation 34 read with Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is annexed to the Report on Corporate Governance.

A. INFORMATION OF ASSETS INSURANCE

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

B. 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.

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 of Managerial Personnel) Rules, 2014 are annexed to this Board's Report as Annexure -III. The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

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 2023-2024. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.

Further as required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, the company has not availed any loans from its Directors and/or from their relatives.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

During the year under review, the Company has granted Loans, given 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.

UNSECURED LOAN FROM DIRECTORS:

The Company has not received any loan (secured/ unsecured) from the Directors of the company during the year under reviews.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of the FY 2023-2024.

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.

STATUTORY AUDITORS

In Compliance with the provisions of Section 139 of the Act read with Companies (Audit & Auditors) Rules, 2014, M/s. VCA & Associates, Chartered Accountants (Firm Registration No. - 114414W), Vadodara, were appointed, as Statutory Auditors of the Company by the Members at their Extra-ordinary General Meeting of the Company held on 18^th January, 2020 to hold office for a first term of 5 years w.e.f. 09^th October, 2019 till the conclusion of the AGM to be held in the FY 2024, pursuant to the Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018, effective from 07^th May, 2018 ratification by shareholders every year for the appointment of Statutory Auditors is no longer required.

The Notice of 42^nd Annual General Meeting includes the proposal seeking for shareholder' approval for re- appointment of M/s. VCA & Associates, Chartered Accountants as the Statutory Auditors of the Company for a second term of five (5) years term and the same is included in the Explanatory Statement under Section 102 of the Act and the disclosure under Regulation 36(3) of the Listing Regulations, as attached to the notice thereon. You are requested to accord your consent to the same in the interest of the company.

M/s. VCA & 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 and also in terms of the listed regulation, statutory auditor have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. 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.

Remuneration in the form of fees (excluding GST and out of all the pocket expenses) for the Year ended 31^st march, 2024 to M/s. VCA & Associates has been outlined in the Corporate Governance Report.

The Auditor's Report on the Standalone Financial Statements for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors based on the recommendations of the Audit Committee, appointed M/S. Pooja Gala & Associates Practicing Company Secretaries, Mumbai ( Membership no. 69393 and COP no. 25845) as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between M/S. Pooja Gala & Associates Practicing Company Secretaries and the Company, to undertake the secretarial audit of the Company for the FY 2023-2024.

Furthermore, M/s. Pooja Gala & Associates, Practicing Company Secretary, Mumbai (Membership no. 69393 and COP no. 25845) resigned from the post of Secretarial Auditor for the FY 2023-24 with immediate effect from 17^th May, 2024 due to difference of opinion with the management of the Company.

To fill the vacancy the Company appointed M/s. Ankur Somani & Associates, Practicing Company Secretaries, Vadodara (Membership no. 12373 and COP no. 19298) as the Secretarial Auditor of the Company for the FY 2023-24 in the Board Meeting dated 29^th May, 2024 on terms and conditions as mutually agreed upon between M/s. Ankur Somani & Associates, Practicing Company Secretaries and the Company, to conduct Secretarial Audit for FY 2023-2024.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report in Annexure-VII. It does not contain any qualification, reservation, adverse remark or disclaimer made by secretarial auditor except for an action taken by BSE for Two Days delay in submission giving disclosure of Related party transaction under Regulation 23(9) of Listing Regulations on Consolidated basis to the BSE.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

M/s. VRCA & Associates, Chartered Accountants (Firm Registration No. 104727W), has been appointed as Internal Auditors for FY 2023-2024 under Section 138 of the Act read with Rule 13 of The Companies (Accounts) Rules, 2014.

The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee quarterly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures. Further, the Board in its Meeting held on 18^th April 2024 has appointed M/s O.P Rathi & Co, Chartered Accountants (FRN: 108718W) as internal auditor of company to carry out the Internal Audit for the Financial Year 2024-25

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.

STATUTORY DISCLOSURES

A copy of the 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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The company has adhered to Secretarial Standards SS-1 and SS-2, pertaining to board meetings and general meetings, respectively. Throughout the year, the company has complied with all the applicable mandatory secretarial standards.

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.

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 Company's internal financial controls were adequate and effective during the FY 2023-2024. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

The company's 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 2023-2024 for all applicable compliances as per the Listing Regulations of the Securities Exchange Board of India, and Circulars/Guidelines issued thereunder.

INTERNAL AUDIT & CONTROL SYSTEMS

Your Company has a well-defined and documented Internal Control System commensurate with the size and nature of its operations which have been designed to give reasonable assurance of recording transactions and providing reliable information. Which is adequately monitored. Checks & balances and control systems have been established to ensure that assets are safe guarded, utilized with proper authorization and recorded in the books of account. The Company constantly reviews its processes and the systems to address the changing regulatory and business environments.

These are supplemented by the internal audit of your Company carried out by reputed firms of Chartered Accountants across India. Internal Auditors directly report to the Audit Committee. Your Company has an Audit Committee consisting of 4 (Four) Directors in which 1 (One) being Executive Director and 3 (Three) being Non-Executive Independent Directors. The Audit Committee of the Board is periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board reviews the adequacy and effectiveness of the internal control system and suggests improvements if any for strengthening them. Audit Committee also obtains the views of the Internal Auditor to ascertain the adequacy of the internal control system. Your Company has a robust Management Information System which is an integral part of the control mechanism.

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 COMPANY'S OPERATIONS IN FUTURE

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

ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return will be uploaded on Companies website and can be accessed at https://wardwizard.in/investor-relations/ corporate-announcements/annual-report/ .

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 BSE for the FY 2023-2024.

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 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.

EQUAL OPPORTUNITY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company is committed to transparency and equal opportunities in employment. Our offices worldwide employ people from diverse backgrounds, and we 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 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://wardwizard.in/ investor-relations/policies-and-strategy/policies/ .

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

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 Company's website, at the following weblink: https:// wardwizard.in/investor-relations/policies-and-strategy/ policies/ .

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. The Company has appointed Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing the code for trading in Company's securities. During the year under review, there has been due compliance with the said code.

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 2024 adequacy of the internal control measures and matters reported to the Audit Committee, is provided in this Report.

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 Directors and Senior Management Personnel adhered to the Company's Code of Conduct during the FY 2023-2024. This declaration is required by Schedule V of the Securities and Exchange Board of India's Listing Obligations and Disclosure Requirements Regulations 2015.

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

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, OR provide details of the application/ proceeding, if so filed under IBC, 2016.

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

The Company has not made any one-time settlement for 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.

HUMAN RESOURCE MANAGEMENT

The Company has a dedicated HR department with a focus on increasing leadership skills, recruitment, training and ensuring employee welfare activities. As on 31^st March, 2024, the Company has 186 employees on it payroll. For developing functional capabilities, team skills and interpersonal skills the Company organizes various training programs involving external faculties.

HUMAN RESOURCES

The Company's Human Resource (HR) management ensures fair and transparent labour practices through proper policies & processes that are compliant with the changing regulatory requirements.

As a growing manufacturing/assembly organization into Electric Vehicles, the Company maintains a friendly & warm relationship with all the employees and has aligned itself with the business objectives by initiating and implementing various HR processes like:

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 company's 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)

We have 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, the 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 has strong and positive relationships with its employees at all levels. The dedication and hard work of our employees have helped us maintain our leadership position in the industry. We have implemented various initiatives to improve productivity throughout the organization.

Wardwizard's focuses on propagating proactive and employee centric practices. The transformational work culture initiative that aims to create an engaged workforce with an innovative, productive and a competitive shop-floor ecosystem which continues to grow in strength.

SHARE TRANSFER SYSTEM

As per Regulation 40 of Listing Regulations, as amended, securities of listed companies can be transferred/transmitted/ transposed only in dematerialized form with effect from, 01st 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.

QUALITY

Wardwizard Innovations & Mobility Limited is committed to maintaining 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 brand's 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.

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 forwardlooking 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.

INVESTOR RELATIONS

During the Financial Year 2023-24, 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.

GREEN INITIATIVES

Electronic copy of the Annual report for the year 2024 and the Notice of the 42^nd Annual General Meeting are sent only to Shareholders whose email addresses are registered with the Company/ depository participant(s). To support the "Green Initiative", Shareholders who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

As authorized, notices/documents/annual reports/etc. are delivered to shareholders electronically exclusively, unless the shareholders request a physical copy of the aforementioned document.

We are committed to sustainability and are using solar panels to generate renewable energy. By reducing our greenhouse gas emissions and conserving resources, we are leading the way in electric vehicle manufacturing and inspiring others to follow our example.

Transportation is a significant contributor to climate change, but the adoption of electric vehicles (EVs) offers a promising solution. Some of the popular choices in this area are electric two-wheelers, E-Rickshaws, as well as electric cars.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company has opened a Demat account as "Wardwizard Innovations & Mobility Limited Suspense Escrow Demat Account" with the Jhaveri Securities Limited. When any Shareholder claim, the Company will transfer the same to the Shareholders demat account by following the procedure as prescribed under the regulations. All the relevant forms for the shareholders are available on the Company's website.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares account as on March 31, 2024:

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 whose assistance and most importantly consumers for support, your Company has been privileged to receive.

Your Directors thank the stakeholders for the confidence reposed in the Company and for their continued support and co-operation. We place on record our appreciation of the contribution made by our employees 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 Director's Report are on standalone basis