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

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

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

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

Dear Members,

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

1. FINANCIAL HIGHLIGHTS

Your Company's Financial Highlight for the year financial ended 31^st March, 2025 is 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.

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

2. FINANCIAL PERFORMANCE

On a Standalone basis, the revenue from operations for FY 2024-2025 was ? 30,241.10 Lakhs, lower by 4.70 percent over
the previous year's revenue of ? 31,731.43 Lakhs. The Profit After Tax (PAT) attributable to shareholders for FY 2024-2025 and
FY 2023-2024 was ?679.07 Lakhs and ?1,415.16 Lakhs, respectively.

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

Consolidated Financial Statements:

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

Key Financial Ratios: (Standalone Basis)

3. OPERATIONS AND STATE OF COMPANY'S AFFAIRS

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

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

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

Segment-Wise Position of Business and Its Operations:

Key Business Developments:

1. Record Financial Performance:

In FY 2024-25, your Company delivered a strong operational performance, achieving an EBITDA of ?3,736.43 lakhs — a growth
of 14.90% over the previous year's ?3,252.09 lakhs. This improvement reflects the Company's continued focus on operational
efficiency, cost optimization, and strategic growth initiatives, despite a marginal dip in the revenue from operations.

2. Product Innovation and Expansion:

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

3. Enhanced Sustainability and ESG Commitment:

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

4. Strategic Collaborations:

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

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

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

5. International Expansion:

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

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

6. Strategic Expansion into Fleet Services:

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

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

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

4. GENERAL RESERVES

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

5. AMENDMENT TO THE ARTICLE OF
ASSOCIATION OF THE COMPANY

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

6. DIVIDEND

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

Dividend Distribution Policy

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

7. SHARE CAPITAL

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

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

? OK ok qo non

8. PROPOSED RIGHTS ISSUE

We are pleased to inform you that our Board of Directors
has approved a plan to raise up to ?49 crore by issuing new
equity shares to our existing shareholders through a rights
issue, in accordance with applicable laws. This decision was
made at the Board Meeting on Friday, June 21,2024. We have
already submitted a draft letter of offer to BSE, and received
its in-principle approval on March 27, 2025. The Company is
now in the process of fulfilling all statutory requirements and
completing the necessary procedures to implement the rights
issue. This new funding will help us in our future growth and
expansion plans.

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

Details Of Subsidiary Company

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

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

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

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

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

strategy/incl-subsidiary-company-details/.

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

strategy/policies/.

Associate Or Joint Venture

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

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

10. DISCLOSURE REQUIREMENTS

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

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

11. CREDIT RATING

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

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

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

Detailed information about the Board and Committee
composition, tenure, and other relevant details of Directors can
be found in the Corporate Governance Report forming part of
this Annual Report. In compliance with the listing regulations, the
Board has identified the core skills, expertise and competencies
required for effective functioning within the 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 effecting changes were made
to the Board of Directors, Key Managerial Personnel and Senior
Management of the Company.

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

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

Appointment Of Directors:

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

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

Re-Appointment of Director:

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

Director Liable to Retire By Rotation

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

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

Resignation of Director:

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

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

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

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

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

Senior Management

As of March 31,2025, the company's Senior Management includes the following persons:

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

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

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

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

13. MEETINGS:

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

14. BOARD COMMITTEES:

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

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

Board Committees And Number Of Meetings

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

15. COMMITTEE RECOMMENDATIONS:

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

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

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

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

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

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

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

17. DECLARATION BY THE COMPANY

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

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

18. BOARD GOVERNANCE

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

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

19. BOARD DIVERSITY

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

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

20. BOARD EVALUATION ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS

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

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

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

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

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

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

21. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

22. FAMILIARIZATION PROGRAMMES

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

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

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

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

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

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

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

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

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

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

policies-and-strategy/policies/

23. BOARD PROCESSES, PROCEDURES AND
PRACTICES

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

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

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

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

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

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

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

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

25. VIGIL MECHANISM/WHISTLE-BLOWER
POLICY

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

26. CORPORATE SOCIAL RESPONSIBILITY
("CSR")

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

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

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

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

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

a) Objects of the Policy:

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

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

? encourage executives to perform to their fullest capacity;

? to be competitive and cost effective;

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

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

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

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

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

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

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

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

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

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

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

d) Term/tenure of appointment, removal, retirement

e) Remuneration Policy for Directors, KMPs and other employees

f) Evaluation process

g) Flexibility, judgment and discretion

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

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

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

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

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

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

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

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

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

The policy on Related Party Transactions as approved and
revised by the Board from time to time in line with the amended
provisions of Act and Listing Regulations has been uploaded on
the 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 2024-2025 in prescribed Form AOC-2
is appended to this Report as Annexure II.

29. INSURANCE INFORMATION
Information of Assets Insurance

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

Directors and Officers Insurance ('D&O')

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

30. ACCEPTANCE OF PUBLIC DEPOSIT

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

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

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

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

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

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

33. CHANGE IN THE NATURE OF BUSINESS

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

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

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

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

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

36. AUDITORS, AUDIT QUALIFICATIONS AND
BOARD'S EXPLANATIONS

Statutory Auditors

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

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

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

Secretarial Auditors and Secretarial Audit Report:

Casual Vacancy:

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

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

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

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

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

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

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

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

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

Management's Response/Board's Comments:

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

Internal Auditor

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

37. REPORTING OF FRAUDS

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

38. COST RECORDS AND COST AUDIT REPORT

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

39. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

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

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

The 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 2024-2025
for all applicable compliances as per the SEBI Listing Regulations
and Circulars/Guidelines issued thereunder.

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

40. ANNUAL RETURN

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

41. LISTING AND DEMATERLISATION OF EQUITY
SHARES

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

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

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

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

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

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

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

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

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

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/.

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

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

44. POLICY ON PRESERVATION OF DOCUMENTS
AND ARCHIVAL OF DOCUMENTS

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

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

strategy/policies/.

45. INSIDER TRADING CODE

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

46. CFO CERTIFICATION

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

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

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

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

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

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

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

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

50. HUMAN RESOURCE MANAGEMENT

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

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

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

Background Verification System:

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

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

Apprenticeship Registration (The Apprentices Act,
1961)

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

Industrial And Employee Relations

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

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

51. SHARE TRANSFER SYSTEM

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

52. QUALITY

Your Company is committed to maintain stringent quality control
measures to ensure the safety and satisfaction of consumers
who depend on daily road travel. Given the critical nature
of automotive components, all parts must meet the highest
quality standards, as any defects could pose significant safety
risks and adversely impact a 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.

53. SAFE HARBOUR STATEMENT/CAUTIONERY
NOTE

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

54. INVESTOR RELATIONS

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

Key Highlights:

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

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

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

b. One-on-One Meetings and Calls: Conducting
personalized meetings and calls with investors to
address their specific concerns, provide detailed
explanations of our strategies, and discuss any
questions in a more focused setting.

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

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

55. SECRETARIAL STANDARDS

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

56. APPRECIATION & ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

For Wardwizard Innovations & Mobility Limited

Sd/- Sd/-

Yatin Sanjay Gupte Sanjay Mahadev Gupte

Managing Director Whole Time Director

DIN:07261150 DIN:08286993

Place: Vadodara

Date: 01^st September, 2025