Your Board of Directors (the "Board") have immense pleasure in presenting the 71^st Annual Report on the business and
operations of Wardwizard Foods and Beverages Limited (''the Company'') for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

Your Company's financial performance for the year ended March 31,2025 is as below:

(' in I akhs)

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

During the year under review, the Company reported
a Net Loss of Rs. 1,368.64 lakhs. The Management is
actively identifying prospective business opportunities
and exploring suitable investments aimed at maximizing
revenue in the current financial year.

Despite the financial setback, the overall operational
performance of the Company remained satisfactory,
though marked by challenges. Continuous efforts are
being made to further improve profitability and efficiency.
The Company continues to maintain stable operations
with a strategic focus on enhancing operational efficiency,
reducing costs, and strengthening its financial position.

Key initiatives in process optimization and expansion into
both domestic and international markets are underway,

which are expected to support sustainable growth and
long-term value creation for stakeholders Future Outlook
and Capital Project.

Future Outlook:

The Company remains optimistic about its future
prospects, supported by focused initiatives in product
development, expansion in key commodity markets such
as maize, rice, sugar, and edible oil, and continued cost
optimization measures. The Company's investments in
technology, manufacturing infrastructure, and operational
improvements are directed towards enhancing productivity,
efficiency, and profitability.

While external challenges and market uncertainties persist,
the Company is strategically positioned to leverage
emerging opportunities in both domestic and international
markets. With a clear emphasis on sustainable growth and

innovation, Wardwizard Foods and Beverages Limited is
committed to creating long-term value for its stakeholders.

Capital Projects for FY 2025-26

During the year under review, the Company did not
undertake any major capital expansion projects. The
primary focus remained on strengthening existing
operations, enhancing efficiency, and optimizing resource
utilization. The Board believes that consolidating current
capacities and improving productivity will contribute to
sustainable value creation for stakeholders.

Any future capital investments will be carefully aligned with
emerging business opportunities and the Company's long¬
term growth strategy, ensuring prudent deployment of
resources.

3. INDIAN ACCOUTING STANDARD, 2015:

The Financial Statements for the year ended on 31^st
March,2025 have been prepared in accordance with the
Companies (Indian Accounting Standard) Rules, 2015,
prescribed under Section 133 of the Companies Act, 2013
('the Act') and other recognized accounting practices and
policies to the extent applicable.

4. LISTING OF EQUITY SHARES:

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

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

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

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

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

There were no significant or material orders passed by
regulators, courts, or tribunals impacting the Company's
ongoing concern status and its operations in the future.

7. CIRCULATION OF ANNUAL REPORTS IN
ELECTRONIC FORM:

In compliance with MCA and SEBI Circulars, printing and
dispatch of physical Annual Reports for the financial year

ended 2024-25 to the shareholders has been dispensed
with. Hence the Notice of the AGM along with the Annual
Report 2024-25 is being sent only through electronic mode
to those Members whose email addresses are registered
with the Company/RTA/Depositories, unless any member
has requested for a physical copy of the same.

The company will dispatch letters to those Shareholders
whose email addresses are not registered with the
Company/Registrar & Transfer Agent/Depository
Participants. These letters will provide the weblink of the
Company's website from where the Annual Report for
FY 2024-25 can be accessed.

Members may note that the Notice and Annual Report
2024- 25 will also be available on the Company's website
www.wardwizardfoods.com

8. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

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

Your Company ensure adherence to all internal control
policies and procedures as well as compliance with all
regulatory guidelines.

The Audit Committee of Board of Directors reviews the
adequacy of internal controls.

9. ACCEPTANCE OF PUBLIC DEPOSITS:

During the year under Review, the Company has not
accepted any deposits. Hence, no amount on account of
principal or interest on public deposits was outstanding as
on the date of the balance sheet.

10. DETAILS OF TRANSFER TO RESERVES:

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

11. DIVIDEND:

In view of continuing losses, your Directors have not
recommended Dividend for the Financial Year 2024-2025.

12. DIVIDEND DISTRIBUTION POLICY:

During the year under review the provisions of Dividend
Distribution Policy is not applicable to the Company for the
FY 2024-25.

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

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

14. SHARE CAPITAL:

Authorised Share Capital:

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

Paid up Share Capital:

The Company's paid-up equity share capital as on 31^st
March, 2025 was ' 25,71,40,000 (Rupees Twenty-five
crore seventy-one lakh forty thousand).

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

No Bonus Shares were issued during the year under review.

Employee Stock Option Plan:

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

15. SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES:

During the year under review, the Company does
not have any subsidiaries, associates or joint venture
companies within the meaning of Section 73 of the Act
and the Companies (Acceptance of Deposits) Rules, 2014.
Pursuant to the provisions of Companies Act, 2013.

Appointment and Re-appointment

At the 71^st Annual General Meeting (AGM), following
appointment/re-appointment is being proposed:

On the recommendation of Nomination and Remuneration
Committee and Audit Committee of the Directors, the Board
of Directors has appointed Mrs. Sheetal Mandar Bhalerao
(DIN: 06453413) as a Chairperson and Managing Director
of the Company for a period of 3 years commencing from
1^st September, 2025 to 31^st August, 2028 (both days
inclusive), liable to retire by rotation subject to approval of
the Shareholders and other necessary approvals.

In accordance with the provisions of The Companies Act,
2013 and the Articles of Association of Company, Mr. Yatin
Sanjay Gupte (DIN: 07261150) shall retire by rotation
at the ensuing Annual General Meeting of the Company
and being eligible, offers himself for re-appointment. Brief
resume, nature of expertise, details of directorships held
in other companies of the above Director proposed to be
re-appointed, along with his shareholding in the Company,
as stipulated under Secretarial Standard - 2 (Secretarial
Standard on General Meeting) and Regulation 36 of the
Listing Regulations, is appended as an Annexure I to the
Notice of the Annual General Meeting.

All the Directors of the Company have confirmed that they
are not disqualified from being appointed as Directors
in terms of Section 164 of the Act and not debarred or
disqualified by the Securities and Exchange Board of India
(the "SEBI") / Ministry of Corporate Affairs (the "MCA")
or any such statutory authority from being appointed
or continuing as Director of the Company or any other
Company where such Director holds such position in
terms of Regulation (10)(i) of Part C of Schedule V of Listing
Regulations. A Certificate to this effect, duly signed by CS

Kamal A Lalani, Practicing Company Secretary is annexed to
Corporate Governance Report.

Key Managerial Personnel:

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

As on 31^st March, 2025

17. NUMBER OF MEETINGS OF THE BOARD
OF DIRECTORS:

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

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

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

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

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

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

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

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

IV) The Directors had prepared the annual accounts
for the FY ended 31^st March, 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 have devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems were adequate
and operating effectively.

19. DECLARATION BY INDEPENDENT
DIRECTORS:

The Company has received necessary declarations from
each of the Independent Directors under Section 149(7)
of the Act that they meet the criteria of independence laid
down in Section 149(6) of the Act and Regulations 16(1)
(b) & 25 of the Listing Regulations and also in the opinion
of the Board and as confirmed by these Directors, they fulfil

the conditions specified in Section 149 of the Act and the
Rules made thereunder about their status as Independent
Directors of the Company.

The Company has received necessary declarations
from all the Independent Directors of the Company
confirming that:

- they meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule
IV and Rules issued thereunder, and the Listing
Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

- they have complied with the Code for Independent
Directors prescribed under Schedule IV to the
Act; and

- they have 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.

20. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors were
held on 28^th January, 2025 and 6^th February, 2025; as per
the provisions of Schedule IV (Code for Independent
Directors) of the Companies Act, 2013 and Regulation
25(3) of Listing Regulations; in which the following matters
were considered:

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

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

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

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

21. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities
and in compliance with the requirements of applicable laws, the Board of directors has constituted Committees including
the following:

Audit Committee

The Audit Committee comprises of following Directors as on 31^st March, 2025:

During the period, the Audit Committee met 06 (Six) times.

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors as on
31^st March, 2025:

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

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2025:

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

Risk Management Committee

The Risk Management Committee comprises of following Directors as on 31^st March, 2025:

During the period the Risk Management Committee met 1 (One) time.

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.

Further as per Section 177(8) of the Act, as amended from
time to time, there have been no instances during the year
where recommendations of the Audit Committee were not
accepted by the Board of Directors.

22. BOARD PROCESSES, PROCEDURES AND
PRACTICES:

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

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

These include:

Frequency of meetings:

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

Board agenda:

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

Availability of information to the Board:

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

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

• Quarterly results for the Company

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

• General notices of interest received from Directors.

• Show cause, demand, prosecution notices and
penalty

• Notices which are materially important.

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

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

Role of Chairperson and Managing Director:

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

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

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

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

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

• Ensuring that issues relevant to this objective
are reserved for board consideration, including
Determining the nature and extent of the significant
risks the board is willing to embrace in the
Implementation of its strategy;

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

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

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

Role of CFO:

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

Role of Company Secretary in Overall
Governance Process:

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

23. EVALUATION OF THE PERFORMANCE
OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Committee has laid
down the criteria for performance evaluation of Executive
and Non- Executive Directors of the Company as per
Section 178 of the Act, as amended from time to time, and
as per Regulation 19 of the Listing Regulations. The criteria
was set based on various attributes, inter alia, profile,
experience, contribution, dedication, knowledge, sharing
of information with the Board, regularity of attendance,
aptitude & effectiveness, preparedness & participation,
team work, decision making process, their roles, rights,
responsibilities in the Company, monitoring & managing
potential conflict of interest of management, providing
fair and constructive feedback & strategic guidance and
contribution of each Director to the growth of the Company.

The Company has devised the Board's Performance
Evaluation process along with performance evaluation
criteria / form for Independent and Non-Independent
Directors of the Company and criteria for evaluation of
Board's / Committee's performance along with remarks
and suggestions. The performance of the Board as a
whole and Committees were evaluated by the Board after
seeking inputs from the Committee members on the basis
of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

Independent Directors of the Company in their Separate
meeting reviewed the performance of Non-Independent
Directors and Chairman of the Company. The Independent
Directors also discussed the quality, quantity and timeliness
of flow of information between the Company management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties. The feedback of the
Meeting was shared with the Chairman of the Company
in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of the
Board, its committees and individual Directors was also
discussed.

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.

24. FAMILIARIZATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the
operations and functioning of the Company at the time of
their appointment and on an ongoing basis to familiarise
them with their roles, rights and responsibilities, strategy
planning, manufacturing process, business strategy,
amendments in law, Company's codes and policies,
environmental aspects, amongst others.

he details of the familiarisation programme are provided
in the Corporate Governance Report, which forms part of
this report and same is also available on the website of the
Company at https://www.wardwizardfoods.com/assets/
investor1/Policv05282025/FAMILIARIZATIQN%20
PROGRAMME.pdf

25. CODE OF CONDUCT:

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

The detail policy on the Code of Conduct is available
on the website at https://www.wardwizardfoods.
com/assets/investor1/Policy05282025/CODE%20
O F % 2 0 C O N D U C T % 2 0 O F % 2 0 B O A R D % 2 0
0F%20DIRECT0RS%20AND%20SENIQR%20
MANAGEMENT%20PERSONNEL.pdf

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

The particulars of loans, guarantees and investments as
per Section 186 of the Act by the Company have been
disclosed in the financial statements.

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

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

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

The particulars of contracts or arrangements with related
parties referred to in sub section (1) of Section 188 entered
by the Company during the Financial Year ended 31^st
March, 2025 in prescribed Form AOC-2 is appended to
this Report as Annexure - I.

The policy on Related Party Transactions as approved by
the Board is uploaded on the website of the Company
and the web link is https://www.wardwizardfoods.
com/assets/investor1/Policy05282025/POLICY%20
ON%20DEALING%20WITH%20RELATED%20PARTY%20
TRANSACTIONS.pdf

28. DISCLSOURE 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 during FY 2024-25, 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 Nomination and Remuneration Policy of the
Company is displayed on the website of the Company at
https://www.wardwizardfoods.com/assets/
investor1/Policv05282025/NOMINATIQN%20
&%20REMUNERATION-%20CUM%20
%E2%80%93BOARD%20DIVERSITY%20PQLICY.pdf

The information required under Section 197 of the Act
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Companies (Appointment and Remuneration of Managerial
Personnel) Amendments Rules, 2016, as amended from
time to time, in respect of Directors / employees of the
Company is set out in Annexure-II to this report.

29. ANNUAL RETURN

In terms of the provisions of Section 134(3)(a) and
Section 92(3) of the Companies Act, 2013 and Rule 12
of the Companies (Management and Administration)
Rules, 2014, the Annual Return in form No. MGT -7 of the
Company is available on the website of the Company
at the web-link https://www.wardwizardfoods.com/
annualReturnAnnualReport

30. CORPORATE SOCIAL RESPONSIBILTY
POLICY

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

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

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

32. STATUTORY AUDITORS

M/s. Mahesh Udhwani & Associates, Chartered
Accountants (Firm Registration Number: 129738W)
Vadodara were appointed at the Annual General Meeting
of the Company held on 27^th September, 2022, as Statutory
Auditors for a first term of 5 years till the conclusion of the
AGM to be held in the FY 2027. Pursuant to the amendment
to Section 139 of the Companies Act, 2013 effective from
07^th May, 2018, ratification by shareholders every year for
the appointment of Statutory Auditors is no longer required
and accordingly, the Notice of ensuing 71^st AGM does not
include the proposal for seeking shareholders' approval for
ratification of Statutory Auditors appointment.

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

Auditor's Report:

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

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

33. INTERNAL AUDITORS:

M/s. Upadhyay & Company LLP, Chartered Accountant

(Registration No: AAJ-6356) has been appointed as
Internal Auditors under Section 138 of the Companies Act,
2013 read with the Rule 13 of the Companies (Accounts)
Rules, 2014 as an Internal Auditor of the Company for
the Financial Year 2024-2025 at remuneration as may be
mutually agreed between the Internal Auditor and Board of
Directors dated 30^th May, 2024.

34. SECRETARIAL AUDITORS:

Pursuant to the provisions of Regulation 24A of the
Listing Regulation and Section 204 of the Act, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company is
required to appoint Secretarial Auditors for a period of five
consecutive financial years commencing from FY 2025-26.
Based on the recommendation of the Audit Committee,

the Board of Directors, at its meeting held on 27^th February,
2025, approved the appointment of MR. Kamal A Lalani,
Practicing Company Secretaries, Peer Reviewed Certificate
No. 6618/2025, as Secretarial Auditors of the Company for
a term of five years, i.e., from 1^st April, 2025 to 31^st March,
2030, subject to approval of the Members at the ensuing
Annual General Meeting.

Secretarial Audit Report:

The Secretarial Audit Report (Form MR-3) for the year
ended 31^st March, 2025 in prescribed form duly audited
by the Practicing Company Secretary Mr. Kamal A
Lalani forming part of the report of the Corporate
Governance Report.

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

35. ANNUAL SECRETARIAL COMPLIANCE
REPORT:

The Company has undertaken an audit for the FY2024-2025
for all applicable compliances as per Listing Regulations
and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report submitted to the stock
exchanges within 60 days of the end of the Financial Year.

36. COST RECORDS AND COST AUDIT
REPORT:

During the financial year under review, your Company has
not crossed the threshold limits prescribed for appointment
of Cost Auditor as per provisions of Section 148 of the
Companies Act, 2013 and rules made thereunder.

37. REPORTING OF FRAUDS BY AUDITORS:

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

38. INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation,
2015, the Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated persons of the
Company which was reviewed by the Board from time to
time and amended accordingly till date. The Code requires
pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company's shares by the
Directors and the designated persons while in possession
of Unpublished Price Sensitive Information (UPSI) in
relation to the Company and during the period when the
Trading Window is closed. The Company has also installed
structural digital database. The Company has appointed
M/s. Purva Sharegistry (India) Private Limited, the Registrar
& Share Transfer Agent of the Company, to monitor/

facilitate compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended.

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

39. VIGIL MECHANISM (WHISTLE BLOWER
POLICY):

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

The Company has adopted a Whistle Blower Policy
establishing a formal vigil mechanism for the Directors and
employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of Code of Conduct
and Ethics. It also provides for adequate safeguards against
the victimization of employees who avail of the mechanism
and provides direct access to the Chairperson of the Audit
Committee in exceptional cases. It is affirmed that no
personnel of the Company have been denied access to the
Audit Committee. The policy of vigil mechanism is available
on the Company's website.

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

The brief detail about this mechanism may be accessed
on the Company's website at the weblink: https://
www.wardwizardfoods.com/assets/investor1/
Policy05282025/VIGIL%20MECHANISM%20AND%20
WHISTLE%2QBLOWER%2QPOLICY.pdf

40. RISK MANAGEMENT:

The Board of Directors has constituted a Risk Management
Committee. The Company recognises 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.

At plants level, Internal Committees have been formed,
headed by plant head and functional departmental
heads. Such Committees report to the Risk Management
Committee from time to time and the Risk Management
Committee reports to the Board of Directors of the
Company. The Board of Directors has developed and
implemented Risk Management Policy for the Company.
There are no risks which in the opinion of the Board of

Directors threaten the existence of the Company. However,
some of the risks which may pose challenges are set out in
the Management Discussion and Analysis Report, which
forms part of this report.

41. COMPLIANCE:

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

42. SECRETARIAL STANDARDS:

During the FY 2024-25, the Company has complied
with the applicable provisions of the Secretarial
Standards- 1 and 2 issued by the Institute of Company
Secretaries of India.

43. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

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

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

The total strength of your Company employees as on 31^st
March, 2025 was 40.

TEMPUS CENTRAL: With increase in the hiring

requirements to match the growth & expansion plans;

Tempus Central (Attendance & Payroll) was implemented
to digitize the employee records and the same is made
available as mobile application for employee-friendly
usage for time & attendance, leave, pay slip, etc. Tempus
Central is an advanced attendance management system
that automates mundane activities of an HR or administrator
managing Time Office.

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

44. INVESTOR RELATIONSHIP:

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

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

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

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

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

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

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

The brief detail about this policy may be accessed on the Company's website at the web link: https://www.wardwizardfoods.
com/assets/investor1/Policy05282025/POLICY%20ON%20PREVENTION%20QF%20SEXUAL%20HARRASMENT.pdf

46. COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT
1961:

During the FY 2024-25, the Board of Directors of the
Company confirms that the Company has complied with
the provisions of the Maternity Benefit Act, 1961, and the
rules made thereunder including relating to maternity leave
and other benefits to women employees.

Key Compliance Measures:

1. Maternity Leave: The Company provides maternity
leave to eligible female employees as per the Act.

2. Maternity Benefits: The Company pays maternity
benefits to eligible female employees as per the Act.

The Board certifies that the Company has complied with
the provisions of the Maternity Benefit Act, 1961, and the
rules made thereunder, and has taken necessary measures
to ensure the welfare of female employees.

The Board confirms that the Company is committed to
providing a supportive and inclusive work environment for
all employees, including expectant and new mothers, and
will continue to comply with the provisions of the Maternity
Benefit Act, 1961.

47. STATUTORY DISCLOSURES:

A copy of audited financial statements of the said Company
will be made available to the members of the Company,
seeking such information at any point of time. A cash

flow statement for the FY 2024-2025 is attached to the
Balance Sheet.

48. CREDIT RATING:

The Company has not issued any debt instruments and does
not have any Fixed Deposit Programme or any scheme or
proposal involving mobilization of funds in India or abroad
during the financial year ended 31^st March, 2025.

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

49. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

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

50. CORPORATE GOVERNANCE:

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

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

51. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

52. 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:

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

53. ACKNOWLEDGMENTS:

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

For Wardwizard Foods and Beverages Limited

SD/-

Sheetal Mandar Bhalerao

Place: Vadodara Managing Director

Date: 29-08-2025 DIN: 06453413