Director's Report

Dear Members,

Your Directors are delightfully presenting the 41^st Report of the Board of Directors ("Board") of Wardwizard Innovations &
Mobility Limited ("Company" or "Wardwizard" or "WIML"), on the business and operations of the Company, together with
the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended 31^st March, 2023.

SUMMARY OF FINANCIAL PERFORMANCE

On a standalone basis, the revenue from operations for FY 2023 was ' 23,892.60 Lakhs, higher by 29.46 percent over the previous
year's revenue of ' 18,456.10 Lakhs in FY 2022. The Profit after Tax (PAT) attributable to shareholders for FY 2023 (FY 2022-20
23) and FY 2022(FY 2021-2022) was ' 944.21 Lakhs and ' 847.72 Lakhs, respectively.

On a consolidated basis, the revenue from operations for FY 2023 was ' 23,892.60 Lakhs. The Profit after Tax (PAT) attributable
to shareholders for FY 2023 (FY 2022- 2023) ' 885.15 Lakhs.

FINANCIAL HIGHLIGHTS

Your Company's financial highlights for the year ended 31^st March, 2023 and 31^st March, 2022 are as follows:

KEY FINANCIAL RATIOS: (standalone basis)

BUSINESS AND OPERATIONAL HIGHLIGHTS

Wardwizard Innovations & Mobility Limited, has emerged as a frontrunner in the electric vehicle industry, offering a wide range
of cutting-edge, sustainable vehicles that appeal to a diverse customer base. With a focus on technological advancements,
sustainability, and global expansion, the company continues to drive the transition towards a cleaner and greener future. As the
demand for electric vehicles continues to surge, the company is poised to play a pivotal role in shaping the future of transportation
and making sustainable mobility accessible to all.

Located in Vadodara, currently, the Company has a production capacity of 400,000 units of Electric Scooters and bikes per year
on a three-shift plan. This capacity can meet the expected demand and the Company's growth plans in the coming years. In
FY 2022-2023 the Company commissioned the automated assembly line during the year. For strengthening the EV value chain and
to ensure a seamless supply of EV parts the Company is setting up the EV clusters under the name Wardwizard EV Cluster in about
4 million sq feet area in Vadodara in proximity to the current facility.

The Company manufactures 12 scooters and bikes variants under the brand name Joy e-bike. The Company has 550 dealership
touchpoints and we are present in 50 cities in PAN India. With Joy e-bike we believe in empowering the small businesses and with
innovation being an integral part, our idea is to bring something new to the market, which can also help fight climate change.
A part of Wardwizard Innovations & Mobility Limited, with more than 10 trendy models, designed to meet the diverse needs of
consumers and businesses. These vehicles boast impressive performance, long-range capabilities, and innovative features, making
them a compelling choice for eco-conscious individuals and organizations. Joy e-bike presents you with a ride that won't cost our
planet, so you can contribute towards the well-being of our planet in style.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant
provisions of the Companies Act, 2013, the Consolidated Audited Financial Statements forms part of the Annual Report. As per
the provisions of Section 136 of the Companies Act, 2013 and Regulation 46 (2) of SEBI LODR, the Company has placed separate
audited accounts of its Subsidiary on the Company's website https://wardwizard.in/investor-relations/policies-and-strategy/incl-
subsidiarv-companv-detai

CHANGE IN THE NATURE OF BUSINESS

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.

DIVIDEND

Your Directors are happy to propose based on the Company's existing profitability, a final dividend of ' 0.10/- (Ten Paisa only) per
equity share which is 10% dividend on the face value of ' 1/- each fully paid-up capital of the Company as on the record date i.e
Tuesday, 19^th September, 2023 subject to the approval of Shareholders at the forthcoming Annual General Meeting. Companies
are required to pay/distribute dividends after deducting applicable taxes.

The aforesaid final dividend was recommended by the Board of Directors at its meeting held on 08^th May, 2023 and its payment is
subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company to be held on Tuesday,
26^th September, 2023. The book closure dates for the purposes of the AGM and final dividend will be Tuesday, 19^th September,
2023 to Tuesday, 26^th September, 2023 and will be paid within a period of 30 days from the date of declaration to those Members
who have not waived their right to receive the dividend for the FY 2022-23

DIVIDEND DISTRIBUTION POLICY

? Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("Listing Regulations"), the Board has formulated a Dividend Distribution Policy. The
Dividend Distribution policy is available on the Company's website at https://wardwizard.in/show-file/?title=Dividend%20
distribution%20policv&file=TVRJek5nPT0=

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

? A shareholder has the option to waive or renounce their right to receive the dividend on some or all of the equity shares they
own in the company as of the Record Date which is the date used to identify the members who are eligible for the dividend.

TRANSFER TO GENERAL RESERVES

During the Year under review, the Board is not considering any transfer of amount to General Reserves Mandatory transfer to
general reserve is not required under the Companies Act, 2013.

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

Pursuant to the provisions of Section 124 and 125 of the Act and other relevant provisions of the Act, the dividend which
remains unpaid/unclaimed from the date of transfer to the unpaid/ unclaimed dividend account of the Company is required to be
transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India. The unclaimed dividend for
the financial year 2020-21 and all subsequent years must be claimed as early as possible failing which, it would be transferred to
IEPF as per the (tentative) dates mentioned herein below:

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
SHARE CAPITAL: RIGHTS ISSUE OF EQUITY SHARES

During the year under review, the Company had issued and allotted 56,70,303 partly paid up equity shares of ' 1/- each of the
Company on Rights issue basis, to its existing equity shareholders as on the record date i.e., 22^nd January, 2022 at Issue price of
' 82/- per equity share including share premium of ' 81/- per share. An amount equivalent to 50% of the issue price viz. ' 41/-
per rights equity share which constitutes 50% of the Issue Price (i.e., Face Value of ' 0.50/- and Share Premium of ' 40.50/-) was
received on application.

In accordance with the terms of issue, the Board of Directors at its meetings held subsequently made the following two calls on
the aforesaid equity shares:

LISTING OF EQUITY SHARES

The Company's equity shares are listed on "BSE Limited" Stock
Exchange (Scrip Code: 538970)

The Company has paid the Annual Listing Fees for FY 2022¬
2023 to the said Stock Exchange as required.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

Your Company has a wholly owned subsidiary in Singapore i.e.,
Wardwizard Global PTE. LTD. as at 31^st March, 2023.

The Company has not attached the Balance Sheet, statement
of profit & loss and other related documents of its subsidiary.
As per the provisions of Section 129(3) read with Section 136 of
the Companies Act, 2013, a statement containing brief financial
details of the subsidiary for the Financial Year ended 31^st
March, 2023 in Form AOC - 1 is included in the annual report
and shall form part of this report as "Annexure- A". Further,
pursuant to provisions of Section 136 of the Act, the financial
statements, including Consolidated Financial Statements of the
Company along with relevant documents and separate audited
accounts in respect of subsidiary is available on the website
of the Company and the detailed policy for determining
material subsidiaries as approved by the Board is uploaded
on the Company's website and can be accessed at the Web-
link: https://wardwizard.in/show-file/?title=Policv%20for%20
determining%20Material%20Subsidiaries&file=TXpVMg==

As on 31^st March, 2023 there are no associate or joint venture
companies

MANAGEMENT- DIRECTORS AND KEY MANAGERIAL
PERSONNELDIRECTORS:

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

* The Board of Directors of the Company at its meeting
held on 19^th May, 2022 approved the appointment of Mrs.
Sheetal Mandar Bhalerao effective from 20^th May, 2022. The
appointment of Mrs. Sheetal Mandar Bhalerao has already
been regularized and approved By the members of the
Company at Extra Ordinary General Meeting ("EOGM") held on
18^th August 2022 as per the requirements of the Act and Listing
Regulations and all other applicable laws.

*Mr Avishek Kumar (DIN: 09314508) was appointed as
Additional Non-Executive Independent director with effective
from Board Meeting dated 06^th December, 2022. The
appointment of Mr. Avishek Kumar has already been regularized
and approved for the period of Five (5) years by the members
of the Company at Extra Ordinary General Meeting ("EOGM")
held on 03^rd March, 2023 as per the requirements of the Act
and Listing Regulations and all other applicable laws.

*Mr Preyansh Bharatkumar Shah (DIN: 07885677) appointed
as Additional Non-Executive Independent Director and Mrs.
Rohini Abhishek Chauhan (DIN: 10147439) appointed as
Additional Non-Executive Independent Woman Director at
the Board meeting dated 08^th May, 2023. The appointment
of Mr. Preyansh Bharatkumar Shah and Mrs. Rohini Abhishek
Chauhan have already been regularized by the members of the
Company by way of Postal Ballot held on 28^th July, 2023 for the
period of Five (5 )Years as per the requirements of the Act and
Listing Regulations and all other applicable laws.

* The Board of Directors of the Company at its meeting held on
28^th July, 2023 approved the appointment of Dr. .John Joseph
(DIN: 08641139 ) Additional Non-Executive Independent
Director. The regularization of Dr. John Joseph to be considered
in ensuing Annual General Meeting of the Company on Tuesday,
26^th September 2023, Subject to Approval of Members of the
company.

* The Board of Directors of the Company at its meeting held on
28^th August, 2023 approved the appointment of Lt General Jai
Singh Nain (Retd) (DIN: 10289738) Additional Non- Executive
Independent Director. The regularization of Lt General Jai
Singh Nain (Retd) to be considered in ensuing Annual General
Meeting of the Company on 26^th September 2023, Subject to
Approval of Members of the company.

**Mrs. Sneha Harshvardhan Shouche (DIN: 08857960),
Executive Director of the Company, vide her letter dated 13^th
May, 2022 expressed her inability to continue as Director of
the Company due to increase in her work as a Chief Financial
officer, tendered her resignation as an Executive Director of the
Company, effective from the closure of Company's business
hours dated 19^th May, 2022.

RETIRE BY ROTATION

At the 41^st Annual General Meeting (AGM), the following
appointment/re-appointment is being proposed:

Mr. Sanjay Mahadev Gupte, Executive Director (DIN: 08286993),

shall retire by rotation and being eligible, offers himself, for re¬
appointment.

Details of the proposal for the re-appointment of Mr. Sanjay
Mahadev Gupte, Executive Director (DIN: 08286993), along
with his brief resume is mentioned in the Explanatory Statement
under Section 102 of the Act and disclosure under Regulation
36(3) of the Listing Regulations as annexed to the Notice of
the 41^st AGM. The Board recommends the re-appointment /
appointment of the above Director.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, 12 (Twelve) Board Meetings and 09 (Nine) Audit
Committee Meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed
under the Act. The details of these Meetings, including of other
committee meetings, with regard to their dates and attendance
of each of the Directors thereat, have been set out in the Report
on Corporate Governance.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) That in the preparation of the Annual Financial Statements
for the FY ended 31^st March, 2023, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any.

ii) That Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
as on March 31^st, 2023, and of the profit of the Company
for the period ended on that date.

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

iv) The Directors had prepared the annual accounts for the
FY ended 31^st March, 2023 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.

The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence prescribed under the Act and
the Listing Regulations.

A separate meeting of the Independent Directors of the
Company was held on 06^th February, 2023, inter-alia, to discuss
evaluation of the performance of Non-Independent Directors,
the Board as a whole, evaluation of the performance of the
Chairman, taking into account the views of the Executive and
Non-Executive Directors and the evaluation of the quality,
content and timeliness of flow of information between the
management and the Board that is necessary for the Board to
effectively and reasonably perform its duties. The Independent
Directors expressed satisfaction with the overall performance of
the Directors and the Board as a whole.

BOARD DIVERSITY

The Company recognizes and sets out the approach to have
diversity on the Board of the Company in terms of thought,
knowledge, skills, regional and industry experience, cultural and
geographical background, perspective, gender, age, ethnicity
and race in the Board, based on the laws/regulations applicable
to the Company and as appropriate to the requirements of the
businesses of the Company.

BOARD COMMITTEES

The Company has various committees pursuant to the
requirements of the Act read with the rules framed thereunder
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015. The details
relating to the same are given in the report on Corporate
Governance forming part of this Report and the following
Committees during the FY 2022-23.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Rights Issue Committee

6. Fund Raising Committee

7. Risk Management Committee

AUDIT COMMITTEE

The Company has an Audit Committee pursuant to the
requirements of the Act read with the rules framed thereunder
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015. The details
relating to the same are given in the report on Corporate
Governance forming part of this Report. During the year under
review, the Board has accepted all recommendations of the
Audit Committee and accordingly, no disclosure is required to
be made in respect of non-acceptance of any recommendation
of the Audit Committee by the Board.

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

Meetings of the Board and Committees held during the year
are in compliance with the Act & SEBI LODR read with circulars
and notifications issued by the Ministry of Corporate Affairs
and SEBI in this regard

DIRECTORS AND OFFICERS INSURANCE ('D&O')

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

BOARD PROCESSES, PROCEDURES AND PRACTICES

• Company believes that a great Board should consist of
vibrant and diversified members who clearly knows their
role and fulfills the responsibility entrusted in them. The
Board follows a structured process and practices to lead
the Company in an effective and efficient manner to
achieve its Vision.

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

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

• During the meeting constructive discussions are facilitated
leading to effective decision making. The Chairman
ensures that adequate time is available for discussion of
all agenda items in particular strategic issues.

• The Company provides the information as set out in
Regulation 17 read with Part - A of Schedule II of the Listing
Regulations, to the Board and the Board Committees to
the extent it is applicable and relevant. Such information is
submitted either as a part of the agenda papers in advance
of the respective meetings by way of presentation and
discussions during the Meetings.

BOARD EVALUATION

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

FAMILIARIZATION PROGRAMMES

The Company's Board Members have been given the chance to
become acquainted with the Company, its Management, and
its operations. As part of the Familiarization Programme, your
Company conducts various programs, sessions and seminars
for the Directors, from time to time, to update them with
various aspects covering the industry including the business
process, procedures, laws, rules and regulations as applicable
for the business of the Company, making presentations on the
business areas of the Company including business strategy,
risk opportunities, quarterly performance of the Company, etc
The documents are given to the Directors so they can better
understand the Company, its numerous operations, and the
sector in which it competes.

A formal letter of appointment is issued to the Directors
at the time of their appointment, capturing their roles,
functions, duties, responsibilities and expectations of the
Board. Familiarization Program for Independent Directors is to
enable them to familiarize themselves with the Company, its
Management and Operations

The Directors of your Company are given the full opportunity to
interact with Senior Management Personnel and provided with
the access to all the documents/ information sought by them
to have a good understanding of the Company, its business
and various operations and the industry of which it is a part
Senior management staff of the Company inform the Board
Members on a regular basis on the Company's operations,
plans, strategy, risks involved, new initiatives, and so on, and ask
their comments and suggestions on the same. Furthermore, the
Directors are briefed on their respective roles and obligations as
they emerge.

The detailed policy on the familiarization programme is
available on the website at https://wardwizard.in/show-
file/?title = Familiarisation%20programme%20for%20
Independent%20Directors&file=TVRnME5nPT0=

CODE OF CONDUCT

The Company has laid down a policy 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://wardwizard.in/show-file/?title=Code%20
of%20Conduct&file=TVRJek53PT0=

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director affirming
compliance with the Company's Code of Conduct by the
Directors and Senior Management Personnel, for the financial

year 2022-23, as required under Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 forms a part of this Annual
Report.

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

The details of Loans, Investments, Guarantees, and Securities
made during the financial year ended 31^st March, 2023 as per
the provisions of Section 186 of the Act and Schedule V of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, are given in
the Notes to the Financial Statements forming part of Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Committee constituted by the Board of Directors at
their meeting held on 19^th May 2022 in terms of the provisions
of Section 135(1) of the Act reviews and restates the Company's
CSR policy in order to make it more comprehensive and aligned
in line with the activities specified in Schedule VII of the Act

The Annual report on CSR activities as prescribed under
Companies (Corporate Social Responsibility Policy) Rules 2014
is enclosed as Annexure -E to the Boards Report.

Focus: The Wardwizard Group under CSR Projects focuses
on issues relating to Environment, Safety, Innovation, Natural
Calamity and pandemic support, Community engagement and
development, Education &Academia Connect, Joy of Giving
etc.

Objective: Contributing to a better Society and Long-term
sustainable development, environment and other Vital Areas

falling under the ambit of CSR.

Implementation: CSR Programs, projects or activities of the
Company should be implemented through following method:

1. Directly by the Company or

2. Through implementing Agencies specified sub rule (1)
of rule 4 of Companies (Corporate Social Responsibility
Policy) Rules,2014

3. In Collaboration with other Companies for undertaking
projects or programmes or CSR activities in such a manner
that CSR committee can report separately on such projects
or programmes.

The policy on Corporate Social Responsibility can be
accessed at https://wardwizard.in/show-file/?title=CSR%20
Policy&file=TVRRMk1nPT0= .

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

In accordance with the provisions of Section 124 and 125 of the
Act and Investor Education and Protection fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends
of a company that remain unpaid or unclaimed for a period of
seven consecutive years from the date of transfer to the Unpaid
Dividend Account shall be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"). In terms of the
foregoing provisions of the Act, the Company declared final
dividends which were approved by members of the Company
for FY 2020-21 and FY 2021-22 at their respective Annual
General Meetings.

Brief Summary of Dividend declared and due date for transfer
to IEPF are as mentioned in the table below:-

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All Related party transaction(s) that were entered into during
the FY 2022-2023 were on an arms' length basis and were
in the ordinary course of business with its philosophy of
adhering to the highest ethical standards, transparency, and
accountability. In line with the provisions of the Act and the
Listing Regulations, the Board has approved a policy on related
party transactions. During the FY 2022-2023 under review, that
all contracts/arrangements/transactions entered into by your
Company with related parties under Section 188(1) of the Act

were in the ordinary course of business and on an arm's length
basis and has been approved by the Audit Committee of the
Company.

Further, during the FY 2022-2023, the policy on materially
significant related party transactions entered into by your
Company with the Promoters, Directors, Key Managerial
Personnel or other designated persons approved by the Board,
the Directors draw attention of the members on the financial
statement which sets out related party disclosures in notes to
the financial statements for the year ended 31^st March, 2023.

All Related Party Transactions are placed before the Audit
Committee as also the Board for review and approval. A
statement giving details of all related party transactions were
placed before the Audit Committee and the Board of Directors
for their review, approval and noting on quarterly basis.

Related party transactions were disclosed to the Board on
a regular basis as per Ind AS-24. Details of related party
transactions as per Ind AS-24 may be referred to in Note 33
of the Standalone Financial Statements. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the
reports on related party transactions with the Stock Exchanges.

The policy on Related Party Transactions as approved and
revised by the Board from time to time in line with the amended
provisions of Act and Listing Regulations has been uploaded
on the Company's website: The policy on Related Party
Transactions, as approved by the Board, is uploaded on the
website of the Company and the web link is https://wardwizard.
in/show-file/?title=Related%20Party%20Transaction%20
Policy&file=TXpVeg==.

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

STATEMENT OF PARTICULARS OF APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5
of the Companies (Appointment and of Managerial Personnel)
Rules, 2014 are annexed to this Board's Report as Annexure
-C. The Company has not appointed any employee(s) in receipt
of remuneration exceeding the limits specified under Rule 5 (2)
of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.

REMUNERATION POLICY

The Board has, on the recommendation of Nomination and
Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.

Policy has been uploaded in the Company's Website
at the following web link: https://wardwizard.in/show-
file/?title=Remuneration%20Policy&file=TWpRMk9BPT0=

ANNUAL RETURN

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

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

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

POLICY ON PRESERVATION OF DOCUMENTS AND
ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, your Board has
framed a Policy on the Preservation of documents and Archival
of documents. This is intended to provide guidelines for the
retention of records and preservation of relevant documents for
a duration after which the documents shall be archived. This said
policy is available at the Company's website, at the following
weblink: https://wardwizard.in/show-file/?title=Policy%20

on%20Preservation%20of%20Documents&file=TXpVMA==

ACCEPTANCE OF PUBLIC DEPOSIT

During the year under review, your Company has neither
accepted nor renewed any deposits from the public or its
employees within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014. The details of
loans and advances, which are required to be disclosed in the
annual accounts of the Company, are provided as part of the
financial statements.

COST RECORDS AND COST AUDIT REPORT

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

AUDITORS, AUDIT QUALIFICATIONS AND BOARD'S
EXPLANATIONS

Statutory Auditors

M/s. VCA & Associates, Chartered Accountants (Firm
Registration No. - 114414W), Vadodara were appointed at the
Extra-ordinary General Meeting of the Company held on 18^th
January, 2020, as Statutory Auditors for a first term of 5 years
w.e.f. 09^th October, 2019 till the conclusion of the AGM to be
held in the FY 2024 (Subject to ratification of their appointment
at every Annual General Meeting). 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 41^st AGM does not include
the proposal for seeking shareholders' approval for ratification
of Statutory Auditors appointment.

M/s. VCA & Associates, Chartered Accountants have signified
their assent and confirmed their eligibility to be appointed as
Statutory Auditors in terms of the provisions of Section 141
of the Act read with Rule 4 of the Companies (Audit and
Auditors) Rules, 2014. 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.

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.

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.

Secretarial Auditor

During the year under review, that the pursuant to the
provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of Listing Regulations,
Mrs. Aparna Tripathi, Practising Company Secretary having
membership no. 67594, had been appointed as Secretarial
Auditor, to undertake Secretarial Audit of the Company in the
first Board meeting held on 09^th May, 2022 for the FY 2022-23.

Further, the Board in their meeting held on 01^st August, 2022
accepted the resignation of Mrs. Aparna Tripathi, Secretarial
Auditor of the company and appointed Mrs. Pooja Amit Gala,
Practicing Company Secretary having ACS No. 69393 as the
Secretarial Auditor of the company for the FY 2022-2023. The
Secretarial Audit Report (Form No. MR-3) is annexed in this
annual report, as Annexure-F. The Secretarial Audit Report
does not contain any qualification, reservation, disclaimer or
adverse remarks.

INTERNAL AUDITOR

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

REPORTING OF FRAUDS

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

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2022-2023
for all applicable compliances as per the Listing Regulations of
the Securities Exchange Board of India, and Circulars/Guidelines
issued thereunder. The Annual Secretarial Compliance Report
needs to be submitted to the stock exchange, where the
Company shares are listed, within 60 days of the end of the FY.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Vigil Mechanism as envisaged in the Act, the Rules
prescribed thereunder and Listing Regulations 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 behavior, 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. During the year under
review, the Company has not received any complaints under
the said mechanism.

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

The brief detail about this mechanism may be accessed on the
Company's website at the web link: https://wardwizard.in/show-
file/?title=Whistle%20Blower%20Policv&file=TXpRNQ==

RISK MANAGEMENT (RISK ASSESSMENT &
MINIMISATION PROCEDURES)

The Board of Directors has constituted a Risk Management
Committee. Your Company has implemented a mechanism for
risk management and formulated a Risk Management Policy.
The policy provides for identification of risks and formulating
mitigation plans. The Risk Management Committee, Audit
Committee and the Board of Directors review the risk
assessment and minimization procedures on regular basis.

The brief detail about this policy may be accessed on the
Company's website at the weblink: https://wardwizard.in/show-
file/?title=Risk%20Management%20Policy&file=TXpVeQ==.

HUMAN RESOURCE MANAGEMENT

The Company has a dedicated HR department with a focus on
increasing leadership skills, recruitment, training and ensuring
employee welfare activities. As on 31^st March, 2023, the
Company has 178 permanent employees and 369 contractual
employees. For developing functional capabilities, team skills
and interpersonal skills the Company organizes various training
programs involving external faculties.

INDUSTRIAL RELATIONS

The Company maintains healthy, amiable, and balanced
industrial relations at all levels. The enthusiasm and diligent
efforts of employees have enabled the Company to remain at
the leadership position in the industry. It has taken various steps
to improve productivity across the organization.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board
of Directors' and 'General Meetings' respectively. During the
year, the Company has complied with all Applicable Mandatory
Secretarial Standards.

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

Your Company believes in transparency and providing equal
opportunities in the employment. Your Company's offices across
the globe have multi-cultural and multi-national employees.
Your Company prevents harassment of any kind based on age,
gender, race or any other basis protected by law.

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

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

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

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management Personnel are in accordance
with the Nomination and Remuneration policy.

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 2022-2023 is attached to the Balance Sheet.

INSIDER TRADING CODE

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

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Listing Regulations as amended
from time to time, the Management's Discussion and Analysis
as forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The 'Business Responsibility & Sustainability Report' (BRSR) of
your Company for the year ended 31st March, 2023 forms part
of this Annual Report as required under Regulation 34(2)(f) of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015.

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.

As per requirement of Listing Regulations a separate section
on Corporate Governance practices followed by the Company
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 Listing
Regulations as forms part of this Annual Report, "Report on
Corporate Governance".

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

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

During the year under review, no application was made or
any proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments, if any,
affecting the financial position of the Company which have
occurred from the end of the Financial Year till the date of the
Report.

COMMITTEE RECOMMENDATIONS:

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has a robust and well embedded system of
internal controls. Comprehensive policies, guidelines and
procedures are laid down for all business processes. The internal
Control system has been designed to ensure that financial
and other records are reliable for preparing financial and other
statements and for maintaining accountability of assets. Based
on the framework of internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors
and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors,
and the reviews performed by management and the relevant
Board committees, including the audit committee. The internal
audit plan is dynamic and aligned to the business objectives of
the Company and is reviewed by the Audit Committee each
quarter. Further, the Audit Committee also monitors the status
of management actions emanating from internal audit reviews.
The Board is of the opinion that the Company's internal financial
controls were adequate and effective during the FY 2022-2023.
During the year, such controls were assessed and no reportable
material weaknesses in the design or operation were observed.

INTERNAL AUDIT & CONTROL SYSTEMS

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

These are supplemented by internal audit of your Company
carried out by reputed firms of Chartered Accountants across

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

INSURANCE

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

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, 2023.

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

SHARE TRANSFER SYSTEM

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

QUALITY

The Company has established stringent quality control measures
as Follows: -

Wardwizard Innovations & Mobility Limited has an enormous
responsibility to guarantee vehicle safety and satisfaction for the
billions of consumers who travel by road every day. Automotive
parts are expected to have zero defects, without exception.
Substandard products can endanger lives and damage a brand's
reputation, profit margins, and ability to meet contractual
obligations. Manufacturers verify a supplier's ability to meet the
highest automotive standards. Technical inspectors monitor the
whole manufacturing process from design validation to mass
production, ensuring only those goods which conform to the
rigorous standards

CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the
Company's objectives, projections, estimates, expectations
or predictions may be forward-looking statements within the
meaning of applicable securities laws and regulations. Actual
results could differ from those expressed or implied. Important
factors that could make a difference to the Company's
operations include man and material availability, and prices,
cyclical demand and pricing in the Company's principal markets,
changes in government regulations, tax regimes, economic
development within India and other incidental factors.

INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor
Relationship (IR) engagement with Domestic and International
investors and has set up a feedback mechanism to measure
Investor Relations effectiveness. Structured conference calls and
periodic investor/analyst interactions, participation in investor
conferences, quarterly earnings calls and annual analyst meet
with the Executive Director were organized during the year.
Your Company always believes in leading from the front with
emerging best practices in Investor Relations and building a
relationship of mutual understanding with investor/ analysts.
Your Company ensures that relevant information about the
Company is available to all the investors by uploading all such
information to the Company's website and the stock exchanges
where the shares of the Company listed.

Kirin Advisors Private Limited an integrated corporate
communication advisory company serves as Investor relations
for Investor Queries and its details are available on the
companies Website: https://wardwizard.in/contact/

HUMAN RESOURCES

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

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

1. Human Resource Management System (HRMS) : With
increase in the hiring requirements to match the growth
& expansion plans; HRMS (Attendance & Payroll) was
implemented to digitize the employee records of more
than 500 employees (permanent & temporary) and the
same is made available as mobile application for employee-
friendly usage for time & attendance, leave, pay slip, etc.

2. Health, Safety And Enviornment: Company has
received CTE (Consent to Establish) & CTO (Consent to
operate) for 2W plant. These are mandatory clearance
certificates issued by Gujarat Pollution Control Board
which focus on safety and good environmental practices.
Further, Company has amended the factory manpower
licence to include 1000 employees due to expected
increase in employee count.

Further, Company has established an Occupational Health
Centre & appointed a Factory Medical Officer to provide
medical consultancy services twice a week. Also conducted
an Annual Health check-up program for all employees.

3. Employee Engagement: 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 premises
which was actively participated by majority employees
of the Company. Further, Company regularly organizes
Woman Health awareness sessions. As a CSR initiative, HR
has organized Blood Donation Camp in partnership with
Indu Blood Bank.

OTHER INFORMATION
GREEN INITIATIVES

The Company has already commenced / implemented the
"Green Initiative" launched by the Ministry of Corporate Affairs
(MCA) to contribute to a greener environment.

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

We are using solar panels for energy and taking efforts contribute
to reducing greenhouse gas emissions and conserving valuable
resources, while also setting an example for others to follow
by our core business being the electric vehicle manufacturing.

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

Environmental sustainability lies at the core of Wardwizard
Innovations & Mobility Limited's philosophy. By producing
electric vehicles that emit zero tailpipe emissions and reliance

of fossil fuels, the company actively contributes to reducing
greenhouse gas emissions and combating climate change.
Furthermore, The Company is committed to responsible
sourcing of materials, waste reduction, and implementing
sustainable manufacturing practices throughout its supply
chain.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere
gratitude to the Government of India, Government of Gujarat,
Maharashtra and other states, Registrar of Companies -
Maharashtra, Distributors, lenders including bankers whose
assistance and most importantly consumers for support, your
Company has been privileged to receive.

Your Directors thank the stakeholders for the confidence
reposed in the Company and for their continued support and
co-operation. We place on record our appreciation of the
contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity,
cooperation and support.

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

On behalf of the Board of Directors

For Wardwizard Innovations & Mobility Limited

Place: Vadodara Sd/- Sd/-

Date: 28 ^th August, 2023 Yatin Sanjay Gupte Sanjay Mahadev Gupte

Managing Director Executive Director

DIN: 07261 150 DIN: 08286993