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EQUITY - MARKET SCREENER

Wardwizard Foods & Beverages Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
539132
INE761D01021
1.3105701
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
55.29
241.71
EPS(TTM)
Face Value()
Div & Yield %
0.17
1
0
 

As on: Sep 15, 2026 03:25 PM

Dear Members,

Your Directors have immense pleasure in presenting the 72nd Annual Report on the business and operations of the Company for the Financial Year ended 31stMarch 2026.

1. FINANCIAL HIGHLIGHTS:

Your Company's financial performance for the year ended March 31, 2026 is as below:

Particulars Year Ended 31st March, 2026 Year Ended 31st March, 2025
Sales & Other Income 23998.44 9390.38
Profit before Interest, Depreciation & Exceptional Items 1001.53 453.47
Finance cost 432.00 331.59
Depreciation & Amortization 499.63 600.78
Exceptional Items 0 0
Profit/(Loss) before Tax 69.90 (1386.15)
Provision for Tax (61.18) (17.51)
Profit after Tax 131.07 (1368.64)
Other Comprehensive Income
1. Item that will not be reclassified to profit and Loss 6.62 15.61
2. Income tax relating to items that will not be reclassified to 1.67 (1.42)
profit or loss
Add: Balance Brought forward from previous year (6082.64) (4714.00)
Dividend on Preference Share 0 0
Tax on distributed preference dividend 0 0
Sales Tax Paid for Earlier Year 0 0
Balance carried to Balance Sheet (5951.56) (6082.64)

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

During the year under review, the Company has earned a Profit of ' 131.07 in Lakhs. The Company remains focused on improving operational efficiency, identifying new business opportunities and undertaking suitable investments to enhance revenue and profitability in the current financial year.

3. INDIAN ACCOUTING STANDARD, 2015:

The Financial Statements for the year ended on 31st March ,2026 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 2025- 2026 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 are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year, i.e., March 31, 2026 and the date of this report.

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

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

7. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In compliance with MCA and SEBI Circulars, printing and despatch of physical Annual Reports for the financial year ended 2025-26 to the shareholders has been dispensed with. Hence the Notice of the AGM along with the Annual Report 2025-26 is being

sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/Depositories, unless any member has requested for a physical copy of the same. Members may note that the Notice and Annual Report 202526 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:

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

10. DETAILS OF TRANSFER TO RESERVES:

During the financial year under review, the Company has earned profits. The Board of Directors, after considering the financial position and future

requirements of the Company, has decided to retain the profits in the business and does not recommend transfer of any amount to the General Reserve.

11. DIVIDEND:

The Board of Directors, after considering the financial position, future requirements and business plans of the Company, has decided not to recommend any dividend for the financial year 2025-2026. Accordingly, no dividend has been proposed for the said financial year.

12. 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.

13. 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 Re. 1/- each of the Company.

Paid up Share Capital:

The Company's paid-up equity share capital as on 31st March, 2026 was ' 25,71,40,000 (Rupees Twenty- five crore seventy-one lakh forty thousand).

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the composition of the Board of Directors of the Company. The details of the Directors of the Company during the year under review are as follows:

DIRECTORS

Sr. No. DIN/PAN Name of Director Designation Original date of Appointment Date of Cessation
1 06453413 Mrs. Sheetal Mandar Bhalerao Managing Director & Chairman 21-05-2022 -
2 07261150 Mr. Yatin Sanjay Gupte Non-Executive Non-Independent Director 21-05-2022 -
3 08286993 Mr. Sanjay Mahadev Gupte Non-Executive Non-Independent Director 21-05-2022 -
4 08641139 Dr. John Joseph Non-Executive Independent Director 25-09-2023 -
5 10289738 Lt. General Jai Singh Nain Non-Executive Independent Director 25-09-2023 -
6 08265981 Mr. Paresh Thakkar Non-Executive Independent Director 14-02-2024 -
7 08302107 Mr. Nihar Ashokbhai Naik Non-Executive Independent Director 30-07-2024 -
8 10177722 Ms. Mansi Jayendra Bhatt Non-Executive Independent Director 28-01-2025 -

Directors Liable to Retire By Rotation:

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Sanjay Gupte (DIN: 08286993) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. As required by Regulation 36(3) of Listing Regulations, the relevant details in respect of the Directors proposed to be appointed/re-appointed are set out in the Corporate Governance Report forming part of the Board's Report. The Board recommends all the resolution placed before the members relating to appointment/re-appointment of Directors for their approval.

Key Managerial Personnel:

During the year under review, there were changes in the Key Managerial Personnel of the Company. The details of the KMP and the changes therein during the year are as follows:

Sr. No. Name Designation
1 Mrs. Sheetal Mandar Bhalerao Managing Director & Chairman
2 Ms. Sejal Manharbhai Varia Chief Financial Officer
3 Ms. Bhoomi Ketan Talati (Resigned on 16th February, 2026) Company Secretary & Compliance Officer
4 Ms. Bindu Patidar (Appointed on 04th May, 2026) Company Secretary & Compliance Officer

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

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

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

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

Details of the attendance of the Directors at the Board meetings held during the year ended 31st March, 2026 are as follows:

Name of the Director Number of Board Meetings
Held during the tenure of the Directors Attended
Mrs. Sheetal Mandar Bhalerao 6 6
Mr. Yatin Sanjay Gupte 6 6
Mr. Sanjay Mahadev Gupte 6 6
Dr. John Joseph 6 1
Lt. General Jai Singh Nain 6 1
Mr. Paresh Thakkar 6 6
Mr. Nihar Ashokbhai Naik 6 6
Ms. Mansi Jayendra Bhatt 6 6

17. 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 31st March, 2026, 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 31st March, 2026 and of the profit of the Company for the period ended on that date.

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

IV) The Directors had prepared the annual accounts for the FY ended 31st March, 2026 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.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

19. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 14th February, 2026 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 NonIndependent 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.

20. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS: Audit Committee

The Audit Committee comprises of following Directors as on 31st March, 2026:

Name of the Director Position Designation on Board
Mr. Nihar Ashokbhai Naik Non-Executive Independent Director Chairman
Mr. Yatin Sanjay Gupte Non- Executive - Non-Independent Director Member
Dr. John Joseph Non-Executive Independent Director Member
Lt General Jai Singh Nain Non-Executive Independent Director Member
Mr. Paresh P Thakkar Non-Executive Independent Director Member
Ms. Mansi Jayendra Bhatt Non-Executive Independent Director Member
During the period, the Audit Committee met 05 (Five) times.

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors as on 31st March, 2026

Name of the Director Position Designation on Board
Mr. Paresh Thakkar Non- Executive Independent Director Chairman
Mr.Nihar Ashokbhai Naik Non- Executive Independent Director Member
Mr. Sanjay Mahadev Gupte Non- Executive Non-Independent Director Member
Lt General Jai Singh Nain Non- Executive -Independent Director Member
Ms. Mansi Jayendra Bhatt Non- Executive Independent Director Member

During the period the Nomination, Remuneration and Compensation Committee met 2 (Two) times.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31st March, 2026:

Name of the Director Position Designation on Board
Mr. Sanjay Mahadev Gupte Non-Executive Non-Independent Director Chairman
Mr. Paresh Prakashbhai Thakkar Non-Executive Independent Director Member
Mr. Nihar Ashokbhai Naik Non-Executive Independent Director Member
Ms. Sheetal Mandar Bhalerao Chairman & Managing Director Member
Ms. Mansi Jayendra Bhatt Non-Executive Independent Director Member

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

Risk Management Committee

The Risk Management Committee comprises of following Directors as on 31st March, 2026:

Name of the Director Position Designation on Board
Mr. Nihar Ashokbhai Naik Non-Executive Independent Director Chairman
Mr. Paresh Prakashbhai Thakkar Non-Executive Independent Director Member
Ms. Sheetal Mandar Bhalerao Chairman & Managing Director Member
Mr. Yatin Sanjay Gupte Non-Executive Non- Independent Director Member

There were no Risk Management Committee Meetings held during the year.

21. 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.

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 are 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 decisionmaking 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 nonexecutive 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.

22. BOARD EVALUATION:

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

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

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

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

23. FAMILIARIZATION PROGRAMMES:

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

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

Senior management personnel of the Company present to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

The detail policy on the familiarisation programme is available on the website at https://www. wardwizardfoods.com/assets/investor1/ Policv05282025/FAMILIARIZATION%20PRQGRAMME. pdf

24. CODE OF CONDUCT:

The Board of Directors has adopted and oversees the administration of the Company's Code of Business Conduct and Ethics ("Code of Conduct"), which is applicable to all Directors, Officers and Employees of the Company. The Code reflects the Company's commitment to conduct business with integrity and in full compliance with applicable laws and provides guiding principles for carrying out day-to-day responsibilities with the highest ethical standards.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct through annual declarations. The Code of Conduct also ensures that all members of company perform their duties in compliance with applicable laws and in a manner that is respectful of each other and the company's relationships with its customers, suppliers and shareholders, as well as the communities and regulatory bodies where the Company does business.

The detail policy on the Code of Conduct is available on the website at https://www.wardwizardfoods. com/assets/investor1/Policy05282025/CODE%20 OF%20CONDUCT%20OF%20BQARD%20 0F%20DIRECT0RS%20AND%20SENIQR%20 MANAGEMENT%20PERSONNEL.pdf

25. 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.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31st March, 2026 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/ Policv05282025/POLICY%20QN%20DEALING%20 WITH%20RELATED%20PARTY%20TRANSACTIONS.pdf

27. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

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

28. ANNUAL RETURN:

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

29. 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.

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

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

31. STATUTORY AUDITORS:

M/s. Mahesh Udhwani & Associates, Chartered Accountants (Firm Registration No.: 129738W)

Vadodara were appointed at the Annual General Meeting of the Company held on 27th 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.

M/s. Mahesh Udhwani & Associates, Chartered Accountants, resigned from the office of Statutory Auditors of the Company with effect from 14th May,

2026, resulting in a casual vacancy in the office of Statutory Auditors of the Company.

Consequently, pursuant to the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Board of Directors, at its meeting held on 10th August, 2026, appointed M/s. Arun Ratnawat & Associates, Chartered Accountants (Firm Registration No. 010664C), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Mahesh Udhwani & Associates, Chartered Accountants, subject to the approval of the Members at the ensuing General Meeting.

M/s. Arun Ratnawat & Associates, Chartered Accountants, have furnished their consent and eligibility certificate confirming that their appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and that they satisfy the criteria prescribed under Section 141 of the Companies Act, 2013. The Auditors have also confirmed that they are not disqualified from being appointed as Statutory Auditors of the Company.

Auditor's Report:

The Statutory Auditors have audited the financial statements of the Company for the financial year ended 31st March, 2026 and have expressed a Qualified Opinion in their Report thereon. Pursuant to the provisions of Section 134 of the Companies Act, 2013, the explanations/response of the management with respect to the qualifications contained in the Statutory Auditors' Report are set out below:

Qualification No. 1 - Outstanding Advances of Rs. 760 Lakhs.

Auditors' Qualification:

As stated in the Financial Results (the "Statement"), "Other Current Non-Financial Asset" includes outstanding advances amounting to Rs. 760 lakhs, classified under Current Assets, which are subject to assessment of recoverability. The Company has not recognized any impairment provision against these balances. In the absence of sufficient appropriate audit evidence regarding the recoverability and carrying value of such advances, the consequential impact on the financial results was necessary.

Management Response:

The advances of Rs. 760 Lakhs represent amounts given in the ordinary course of business. The Company is fully conscious of these balances and keeps them under active monitoring. Based on the facts and circumstances currently available, management does not consider these advances doubtful of recovery, and no event or circumstance as at March 31, 2026 indicates that the amounts have become irrecoverable or suffered any diminution in value requiring impairment.

The Company is making sustained and aggressive efforts towards recovery through regular follow-ups and active engagement with the concerned parties,

and is confident of full realization. Accordingly, no impairment provision is considered necessary as at March 31, 2026.

Impact on Financial Statements: NIL, as assessed by the management.

Qualification No. - 2 Other Financial Assets of Rs. 108 Lakhs

As stated in the Financial Results (the "Statement"), "Other Current Financial Asset" includes Rs. 108 lakhs, classified under Current Assets on which the Company has not recognized any Expected Credit Loss provision. In the absence of sufficient appropriate audit evidence supporting the recoverability of these balances, the consequential impact on the financial results was necessary.

Management Response:

The Other Financial Assets amounting to Rs. 108 Lakhs as at March 31, 2026 are considered recoverable by the management and accordingly continue to be carried at their respective carrying values in the books of account. The Company periodically reviews and monitors the status of these balances and their recoverability.

Based on the assessment performed as at the reporting date, management has not observed any material adverse circumstances, default events or objective evidence indicating diminution in the recoverable value of the aforesaid assets. Accordingly, no additional Expected Credit Loss (ECL) provision has been considered necessary.

The Company is actively pursuing recovery of the outstanding amounts through continuous followups and engagement with the concerned parties. Management remains of the view that the balances are recoverable and shall continue to evaluate the position on an ongoing basis. Appropriate accounting adjustments, if any, will be recognized upon the availability of evidence warranting such recognition.

Impact on Financial Statements: Based on

the management's assessment and available information as at March 31, 2026, no impact on the financial statements has been identified.

32. 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 20252026 at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors dated 29th May, 2025.

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors at its meeting held on 30th May, 2026 has approved the appointment of

Devam J. Jayaswal, Chartered Accountant (Membership Number: 184987) Vadodara as Internal Auditors of the Company for the Financial Year 20262027 to undertake Internal Audit of the Company.

33. SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Mr. Kamal A Lalani, Peer Reviewed Practicing Company Secretary, Vadodara having (Membership Number: 13814) and (Peer Reviewed Certificate Number: 6618/2025) was appointed as the Secretarial Auditor of the Company for a term of five years, commencing from the financial year 2025-26 till the financial year 2029-30.

Secretarial Audit Report:

The Secretarial Audit Report (Form MR-3) for the year ended 31st March, 2026 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.

34. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the FY 2025-2026 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.

35. 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.

36. 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.

37. 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.

38. 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%20 AND%20WHISTLE%20BLOWER%20POLICY.pdf

39. 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 unit's functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes.

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

40. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

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

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

The total strength of your Company employees as on 31st March, 2026 was 18 (Eighteen).

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.

41. 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.

42. 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.

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

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

https://www.wardwizardfoods.com/assets/investor1/Policv05282025/POLICY%20ON%20PREVENTIQN%20

OF%20SEXUAL%20HARRASMENT.pdf

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

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.

Key Compliance Measures:

1. Maternity Leave: The company provides maternity leave to eligible female employees as per the Maternity Benefit Act, 1961.

2. Maternity Benefits: The company pays

maternity benefits to eligible female employees as per the Maternity Benefit Act, 1961.

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.

44. 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.

45. 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 31st March, 2026.

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

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Management Discussion and Analysis as has been presented in a separate section and forms report as an integral part of this Annual Report as Annexure - A

47. CORPORATE GOVERNANCE:

Corporate Governance is an ethically driven business framework that is anchored in values aimed at enhancing an organisation's brand, reputation and long-term sustainability. It is ensured through ethical business conduct, sound decision-making and a firm commitment to core values while balancing the interests and expectations of all stakeholders. The fair, transparent and accountable management of the Company's affairs is essential to earn and sustain stakeholder trust. Corporate Governance, therefore, encompasses a set of standards, principles, policies and procedures designed to improve the Company's efficiency, effectiveness and commitment to social responsibility.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time, a detailed 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 - B

48. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

49. DETAILS OF ONE TIME SETTLEMENT AND VALUATION OF ASSETS:

The Company has not availed any One-Time Settlement (OTS) from banks or financial institutions during the financial year under review. Accordingly, the disclosures relating to valuation of assets or securities at the time of borrowing and at the time of OTS are not applicable to the Company.

50. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on Directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the said provisions, is formulated and approved by the Nomination and Remuneration Committee and the Board of Directors.

The Company's policy is aimed at ensuring an appropriate balance of skills, experience, knowledge, expertise and independence in the composition of

the Board. The policy also provides the framework for determining the qualifications, positive attributes and independence of Directors and for determining their remuneration.

The Nomination and Remuneration Policy of the

Company are available on the Company's website.

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

investor1/Policv05282025/NOMINATIQN%20

&%20REMUNERATION-%20CUM%20

%E2%80%93BOARD%20DIVERSITY%20POLICY.pdf

51. RISK MANAGEMENT POLICY:

The Company has developed and implemented a Risk Management Policy for identifying, assessing, monitoring and mitigating various risks associated with its business and operations.

The Company continuously reviews and monitors the risks associated with its business and takes appropriate measures to mitigate and manage such risks. The Board of Directors oversees the risk management framework and ensures that appropriate systems and processes are in place for identification and management of material risks.

The Company has not identified any risk which, in the opinion of the Board, may threaten the existence of the Company.

The Risk Management Policy of the Company are available on the Company's website. https:// www.wardwizardfoods.com/assets/investor1/ Policy05282025/RISK%20MANAGEMENT%20POLICY. pdf

52. ACKNOWLEDGEMENTS:

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