Wakefit Innovations Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

During the year under review, the income of
the Company increased to '' 14,889.43 million
compared to ''12,736.91 million in the previous year,
registering a growth of 16.90 %. The net profit after
tax increased to '' 1,891.75 million compared to loss
of '' (350.04) million in the previous year, reflecting
a significant turnaround in profitability.

2. THE STATE OF THE COMPANY’S AFFAIR:

During the Financial Year 2025-26, the Company
continued to strengthen its position as one of
India''s largest and fastest growing direct-to-
consumer (“D2C”) home and furnishing solutions
provider. The Company offers a diversified
portfolio of products across mattresses, furniture,
furnishings and decor categories, catering to the
evolving needs of customers through a combination
of quality, innovation and value. The mattress
segment witnessed healthy momentum with 17%
Year-over-Year (YoY) growth. Furniture category
delivered growth of 24% on a YoY basis and our
retail channel growth stood at 49%.

The Company continued to leverage its vertically
integrated business model encompassing product

design, research and development, manufacturing,
warehousing, logistics and omnichannel distribution.
During the year, the Company strengthened
its market presence through its website, online
marketplaces,Company-OwnedCompany-Operated
(“COCO”) stores and an extensive network of
multi-brand outlets (MBO). As on March 31, 2026,
the Company operated 139 COCO stores and had
a presence across 1,948 MBO stores in 536 cities,
thereby enhancing customer reach, brand visibility
and market penetration across the country.

The Company continued to invest in brand building,
marketing, customer acquisition, and omnichannel
expansion to grow market share and drive
long-term growth. The Company''s focus remains
on strengthening the omnichannel ecosystem,
deepening customer engagement, and investing in
innovation across products and categories.

3. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in
nature of business of your Company.

4. INITIAL PUBLIC OFFER (IPO) & LISTING OF
THE COMPANY:

During the year under review, your Company
initiated an Initial Public Offering (IPO) comprising
a Fresh Issue of Equity Shares aggregating
up to '' 3,771.78 million and an Offer for Sale
aggregating up to '' 9,117.11 million by certain
existing shareholders (collectively referred to as
the “Offer”). The issue opened for subscription on
December 8, 2025 and closed on December 10, 2025,
receiving an encouraging response from investors
across categories.

Pursuant to the successful completion of the IPO,
the equity shares of the Company were listed
on the National Stock Exchange of India Limited
and BSE Limited with effect from December 15,
2025. The listing of the Company''s equity shares
represents a significant milestone in its corporate
journey and reinforces its commitment to the
highest standards of governance, transparency,
accountability and sustainable value creation for
all stakeholders.

Date of Shareholders’

Details of the amendments

Resolution

June 17, 2025 Clause 5 of our Memorandum of Association of our Company was amended to reflect

the increased the authorized share capital of the Company from '' 46,80,50,000/-
(Rupees Forty-Six Crore Eighty Lakh Fifty Thousand Only) divided into:18,60,00,000
(Eighteen crore Sixty Lakh) Equity shares of face value of ''1/- (Rupee One) each;

3.00. 000 (Three Lakh) Preference shares of face value of '' 1/- (Rupee One) each;

50.00. 000 (Fifty Lakh) Series A Preference Shares of face value of '' 1/- (Rupee One)
each; 20,00,000 (Twenty Lakh) Series B Preference Shares of face value of '' 1/-
(Rupee One) each; 30,00,000 (Thirty Lakh) Series C Preference Shares of face value
of '' 1/- (Rupee One) each; 50,00,000 (Fifty Lakh) Series D Preference Shares of face
value of '' 50/- (Rupees Fifty) each; 4,35,000 (Four Lakh Thirty-Five Thousand) Series
D1 Preference shares of face value of '' 50/- (Rupees Fifty) each to '' 51,05,82,000/-
(Rupees Fifty-One Crore Five Lakh Eighty-Two Thousand Only) divided into:

22.85.32.000 (Twenty-Two crore Eighty-Five Lakh Thirty-two thousand) Equity
shares of face value of ''1/- (Rupee One) each, 3,00,000 (Three Lakh) Preference
shares of face value of '' 1/- (Rupee One) each, 50,00,000 (Fifty Lakh) Series A
Preference Shares of face value of '' 1/- (Rupee One) each, 20,00,000 (Twenty Lakh)
Series B Preference Shares of face value of '' 1/- (Rupee One) each, 30,00,000 (Thirty
Lakh) Series C Preference Shares of face value of '' 1/- (Rupee One) each, 50,00,000
(Fifty Lakh) Series D Preference Shares of face value of '' 50/- (Rupees Fifty) each,

4.35.000 (Four Lakh Thirty-Five Thousand) Series D1 Preference shares of face value
of '' 50/- (Rupees Fifty) each.

August 22, 2025 Clause 5 of our Memorandum of Association of our Company was amended to reflect

the authorized share capital of the Company from '' 51,05,82,000/- (Rupees Fifty-One
Crore Five Lakh Eighty-Two Thousand Only) divided into: 22,85,32,000 (Twenty-Two
crore Eighty-Five Lakh Thirty-two thousand) Equity shares of face value of ''1/-
(Rupee One) each, 3,00,000 (Three Lakh) Preference shares of face value of '' 1/-
(Rupee One) each, 50,00,000 (Fifty Lakh) Series A Preference Shares of face value of
'' 1/- (Rupee One) each, 20,00,000 (Twenty Lakh) Series B Preference Shares of face
value of '' 1/- (Rupee One) each, 30,00,000 (Thirty Lakh) Series C Preference Shares
of face value of '' 1/- (Rupee One) each, 50,00,000 (Fifty Lakh) Series D Preference
Shares of face value of '' 50/- (Rupees Fifty) each, 4,35,000 (Four Lakh Thirty-Five
Thousand) Series D1 Preference shares of face value of '' 50/- (Rupees Fifty) each
to '' 51,05,82,000/- (Rupees Fifty-One Crore Five Lakh Eighty-Two Thousand Only)
divided into: 31,60,52,050 (Thirty-One crore Sixty Lakh Fifty-two thousand Fifty)
Equity shares of face value of ''1/- (Rupee One) each, 50,00,000 (Fifty Lakh) Series A
Preference Shares of face value of '' 1/- (Rupee One) each, 20,00,000 (Twenty Lakh)
Series B Preference Shares of face value of '' 1/- (Rupee One) each, 30,00,000 (Thirty
Lakh) Series C Preference Shares of face value of '' 1/- (Rupee One) each, 32,55,599
(Thirty Two Lakh, Fifty Five Thousand, Five Hundred Ninety Nine) Series D Preference
Shares of face value of '' 50/- (Rupees Fifty) each, 4,35,000 (Four Lakh Thirty-Five
Thousand) Series D1 Preference shares of face value of '' 50/- (Rupees Fifty) each

November 08, 2025 Clause 5 of our Memorandum of Association of our Company was amended to reflect

the increased the authorized share capital of the Company from '' 51,05,82,000/-
(Rupees Fifty-One Crore Five Lakh Eighty-Two Thousand Only) divided into:
31,60,52,050 (Thirty-One crore Sixty Lakh Fifty-two thousand Fifty) Equity shares
of face value of ''1/- (Rupee One) each, 50,00,000 (Fifty Lakh) Series A Preference
Shares of face value of '' 1/- (Rupee One) each, 20,00,000 (Twenty Lakh) Series B
Preference Shares of face value of '' 1/- (Rupee One) each, 30,00,000 (Thirty Lakh)
Series C Preference Shares of face value of '' 1/- (Rupee One) each, 32,55,599 (Thirty
Two Lakh, Fifty Five Thousand, Five Hundred Ninety Nine) Series D Preference Shares
of face value of '' 50/- (Rupees Fifty) each, 4,35,000 (Four Lakh Thirty-Five Thousand)
Series D1 Preference shares of face value of '' 50/- (Rupees Fifty) each to

B) Issued, Subscribed and Paid-up Share capital:-

The issued, subscribed and paid-up share capital as on March 31, 2026, was '' 32,99,66,749 ( Rupees Thirty
Two Crore Ninety Nine Lakh Sixty-Six Thousand Seven Hundred and Forty-Nine) divided into 32,99,66,749
(Thirty Two Crore Ninety Nine Lakh Sixty-Six Thousand Seven Hundred and Forty-Nine) equity shares of ''1/-
(Rupee one) each.

The changes in issued, subscribed and paid-up share capital of the Company during the period is given below:

6. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

There is no amount proposed to be transferred to the Reserves.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

8. DIVIDEND:

During the financial year under review, the Board has not recommended any dividend. The dividend distribution
policy of the Company can be accessed byclicking here

9. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER ("IPO”):

The Company has utilised the IPO proceeds in accordance with objects of the offer as on March 31, 2026:

There was no deviation or variation in the utilization of proceeds of IPO from the objects of Offer stated in the
Prospectus dated December 10, 2025. Further, the detailed Monitoring Agency Report for such utilization of
IPO proceeds received by the Company from its Monitoring Agency i.e., Care Ratings Limited on quarterly basis
affirming no deviation or variation in utilisation of the issue proceeds from the objects stated in prospectus
was submitted to Stock Exchanges in compliance with the aforesaid regulations.

10. THE DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

The Company has not accepted any deposits during the year under review.

11. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF CHAPTER V OF THE COMPANIES ACT, 2013:

The Company has not accepted any deposits which are not in compliance of the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review.

12. BOARD COMPOSITION AND KEY MANAGERIAL PERSONNEL (KMP):

The composition of the Board and KMP as on March 31, 2026 is as follows:

The details of Directors or KMP who were appointed or have resigned or whose designation changed
during the year:

* Nominee Director on behalf of Elevation Capital VIII Limited
''''Nominee Director on behalf of Verlinvest S.A.

#Nominee Director on behalf of investcorp Growth Equity Fund & investcorp Growth Opportunity Fund.

The term of appointment of Mr Chaitanya Ramalingegowda, Executive Director and Ms. Sakshi Vijay Chopra, Nominee Director
effective from June 04, 2025, was approved in Extra Ordinary General Meeting held on June 05, 2025.

Re-appointment

In accordance with Articles of Association,
Mr. Chaitanya Ramalingegowda (DIN: 03458997)
Executive Director shall retire by rotation at the
ensuing Annual General Meeting (AGM). The Director
being eligible offers himself for re-appointment.
The Notice of AGM of the Company contains the
above proposal for the approval of the Members.

13. NUMBER OF MEETINGS OF BOARD OF
DIRECTORS AND ITS COMMITTEE:

The Board met 15 (Fifteen) times during the
financial year. The details of the meetings of the
Board and Committee along with its composition
and respective terms of reference thereof are
given in the Corporate Governance Report, which
forms an integral part of this Annual Report.

14. COMPANY’S POLICIES ON APPOINTMENT
OF DIRECTORS, REMUNERATION AND
OTHER MATTERS:

In compliance with the provisions of Section 178
of the Companies Act, 2013, (‘Act'') the Board

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and
Disclosure requirements) Regulation, 2015, (‘SEBI
Listing Regulations'') the Board has carried out
the annual evaluation of (i) its own performance;
(ii) Individual Directors Performance (Including
Independent Directors) (iii) Chairperson, Chief
Executive Officer and Executive Director and (iv)
Performance of all committees of the Board, for the
Financial Year 2025-26.

A structured questionnaire, after taking into
consideration the inputs received from Nomination
and Remuneration Committee, was prepared
and circulated to all the Directors for taking
their responses. These questionnaires covered
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. To evaluate the performance of
individual Directors, parameters such as level of
engagement and contribution, independence of
judgment, safeguarding the interest of the Company
were considered. The performance evaluation of
the Independent Directors was carried out by the
entire Board excluding the Director being evaluated.
The performance evaluation of Non-Independent
Directors, Board as a whole and the Chairperson,
Chief Executive Officer & Executive Director of the
Company was evaluated in a separate meeting of
Independent Directors after considering the views
of Executive Directors and Non-Executive Directors.
The feedback and results of the questionnaire were
collated and consolidated summary report was
placed before the Board of Directors.

16. RISK MANAGEMENT:

The ability to identify, assess, and effectively
manage risks is a critical factor in ensuring the
sustained growth and success of the Company.
The Risk Management Committee is responsible
for overseeing the Company''s risk management
framework, including monitoring the implementation
of risk management policies and procedures by
the management and evaluating their adequacy in
addressing the various risks faced by the Company.

The Company has formulated a Risk Management
Policy that provides a structured approach for
identifying, evaluating, and mitigating significant
risks that may impact its operations, business
objectives, or long-term sustainability.

The Risk Management Policy of the Company can
be accessed byClicking here.

The details of the Risk Management Committee are
given in the Corporate Governance Report which
forms integral part of this Annual Report.

17. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188 OF THE
COMPANIES ACT, 2013:

In compliance with the requirements of the
Companies Act, 2013 and SEBI Listing Regulations,
your Company has formulated a Policy on Related
Party Transactions which is also available on
Company''s website which can be accessed
byClicking here

The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place
for all transactions between the Company and its
Related Parties. All Related Party Transactions are
placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for
Related Party Transactions which are of repetitive
nature and/ or entered in the Ordinary Course of
Business and are at Arm''s Length basis.

All Related Party Transactions entered during the
year were in Ordinary Course of the Business and
on Arm''s Length basis. No Material Related Party
Transactions were entered during the year by your
Company. Accordingly, the disclosure of Related
Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form
AOC-2 is not applicable.

18. DETAILS OF FRAUD REPORT BY AUDITOR:

The Statutory Auditors and Secretarial Auditors
of the Company have not reported any instances
of fraud to the Audit Committee or the Board of
Directors under Section 143(12) of the Companies
Act, 2013, including the rules made thereunder.

19. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The company has in place a Policy for prevention of
Sexual Harassment at the Workplace in line with the
requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and also has a policy and framework
for employees to report sexual harassment cases
at workplace and its process ensures complete
anonymity and confidentiality of information.
Adequate workshops and awareness programs
against sexual harassment are conducted across
the organization.

The following is a summary of sexual harassment
complaints received and disposed of during the
year under review:

a) Number of complaints pending at the beginning
of the year: NIL

b) Number of complaints received during the
year: NIL

c) Number of complaints disposed of during the
year: NIL

d) Number of cases pending at the end of the
year: NIL

e) Number of complaints pending for more
than 90 days: NIL

The Company has complied with the provisions
relating to the constitution of the Internal
Complaints Committee (‘ICC'') under the POSH Act.
The ICC has been set up to redress complaints
received regarding sexual harassment.
All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

20. AUDITORS:

I. STATUTORY AUDITORS:

M/s. B S R & Co. LLP, Chartered Accountants
(Registration No. 101248W/W-100022), were
appointed as the Statutory Auditors of the
Company in the Annual General Meeting held on
September 30, 2024 for a term of five consecutive
years from the conclusion of the Eighth (8^th)
Annual General Meeting till the conclusion of the
Thirteenth (13^th) Annual General Meeting to be held
in the year 2029.

II. SECRETARIAL AUDITORS:

Prior to the listing of the Company and on the
recommendation of the Audit Committee, the Board
of Directors at its meeting held on December 01,
2025 had appointed M/s. BMP & Co LLP, Practising
Company Secretaries, as Secretarial Auditors of the
Company for Financial Year 2025-26.

The Secretarial Audit Report as submitted by
Secretarial Auditors in Form MR-3 is annexed to this
Report as Annexure-1.

Pursuant to the listing of the Company and in
compliance with the provisions of Section 204
of the Companies Act, 2013 and Regulation
24A of Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and based on the
recommendation of the Audit committee, the Board
of Directors at its meeting held on May 21, 2026 had
appointed M/s. BMP & Co LLP, Practising Company

Secretaries, as Secretarial Auditors of the Company
for a term of five consecutive years from Financial
Year 2026-27 till Financial Year 2030-31, subject to
the approval of Members of the Company.

III. INTERNAL AUDITOR

During the year under review, the Board of Directors,
at its meeting held on May 13, 2025, has appointed
M/s. Pie-RAG Consulting LLP, as an Internal Auditors
of the Company for the period of two financial
years, i.e. FY 2025-26 and FY 2026-27. The Internal
Audit Report submitted by the Internal Auditors was
reviewed by the Audit Committee and thereafter
recommended to Board for their adoption.

IV. COST AUDITOR & COST RECORDS

Cost records are maintained by the Company.
However, cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act,
2013 is not applicable to the Company.

21. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and
134(5) of the Act, the Directors confirm that, to the
best of their knowledge and belief:

a) in preparation of the annual accounts for
the Financial Year ended March 31, 2026, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures.

b) they had selected such accounting policies
and applied consistently and made judgment
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 of March 31, 2026
and of the profit of the Company for the year
ended on that date;

c) they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and
detecting fraud and other irregularities;

d) they have prepared the annual financial
statements on a going concern basis;

e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
were operating effectively; and

f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate
and operating effectively.

22. COMPLIANCE WITH SECRETARIAL
STANDARD:

The Company is in compliance with the applicable
Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2), other
Secretarial Standards voluntarily adopted by the
company as issued by the Institute of Company
Secretaries of India (ICSI).

23. EMPLOYEE STOCK OPTION PLAN (ESOP):

Wakefit Employee Stock Option Plan - 2019 [ESOP
2019] was adopted by the Company, pursuant to the
resolutions passed by our Board on April 19, 2019,
and our Members on May 21, 2019, The purpose
of ESOP 2019 is to encourage ownership of Equity
Shares by Eligible Employees of the Company
and to provide additional incentives for them to
promote the success of the Company by granting
them the option to purchase certain Equity Shares
of the Company.

During the period under review, ESOP 2019 was
ratified by the Members of the Company by passing
special resolution dated January 18, 2026, through
Postal Ballot. The ESOP 2019 is in compliance with
the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 (‘SEBI SBEB & SE'').

Applicable disclosures as stipulated under the SEBI
SBEB & SE Regulations with regard to ESOP 2019 is
available on website of the Company and can be
accessed byClicking here.

24. INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY:

The Company has, in all material respects, laid
down adequate internal financial controls that
commensurate with the scale and size of operations
of the Company and such internal financial controls
were operating effectively as at March 31, 2026.

The key internal financial controls have been
documented, automated wherever possible and
embedded in the respective business processes.
These internal financial controls are periodically
reviewed and monitored effectively.

25. EXPLANATIONS OR COMMENTS BY
THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE:

There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors and
Secretarial Auditors in their report.

26. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

Corporate Social Responsibility (CSR) Committee
has been constituted in accordance with Section
135 of the Act. The details of the composition of
the Committee are listed in the annual report on
CSR activities in Annexure-2 which forms part of
this Board''s Report.

The CSR Policy formulated by the Corporate Social
Responsibility Committee and approved by the
Board can be accessed on the Company''s website
byclicking here.

The Company was not required to make a
contribution towards the CSR activities with respect
to the CSR obligation of the Company for the
Financial Year 2025-26, as the Company, as per the
provisions of Section 135 of the Act and the rules
made thereunder, did not have any such obligation.

27. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENT UNDER SECTION 186 OF
THE ACT:

Details of the loans, guarantees and investments,
as required under Section 186 of the Act and
Schedule V of the SEBI Listing Regulations, are
provided as part of the notes to the financial
statements of the Company.

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS/ OUTGO:

The details regarding Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings/
Outgo is annexed as Annexure-3.

29. MAJOR EVENTS OCCURRED DURING THE
YEAR:

a. Change in the nature of business/ Status of
the Company:

There was no change in the nature of business
of the Company during the year under review.
The details pertaining to the change in the status
of the Company have been disclosed in the Board''s
report under the section “Initial Public Offer (IPO) &
Listing of Company”.

b. Change in the financial year:

There have been no changes made in the financial
year by your Company for the year to which the
financial statements and the report relate to.

c. Details and status of acquisition, merger,
expansion, modernization and diversification:

There have been no acquisition, merger, expansion,
modernization and diversification by your Company
for the year to which the financial statements and
the report relate to.

d. Material changes and commitments, if
any, affecting the financial position of the
company, having occurred since the end of
the year and till the date of the Report:

There have been no material changes and
commitments, which affect the financial position
of the Company which have occurred between
the end of the financial year to which the financial
statements relate and the date of this Report.

30. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS,
COURTS OR TRIBUNALS:

No significant and material order has been passed
by the regulators, tribunals impacting the going
concern status & company''s operations in future.

31. INFORMATION ABOUT SUBSIDIARY/
JOINT VENTURES (JV)/ ASSOCIATE
COMPANY:

There are no Companies which have become
or ceased to be Subsidiaries, JV or Associate
Companies during the year.

32. WEB LINK OF ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a)
and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the Annual Return (Form MGT-7) for
the Financial Year ended March 31, 2026, shall be
available and it can be accessed on the Company''s
website byClicking here.

33. PARTICULARS OF EMPLOYEES’
REMUNERATION:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are set out
in prescribed format and annexed herewith as
Annexure-4 to this Report.

The statement containing particulars of employees
as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3)

of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of
this Annual Report. Further, the Report is being sent
to the Members excluding the aforesaid annexure.
In terms of Section 136 of the Act, any shareholder
interested in obtaining a copy thereof may write
to the Company Secretary of the Company at
[email protected].

34. DECLARATION BY INDEPENDENT
DIRECTORS:

In accordance with Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations,
each Independent Director has confirmed to
the Company that they continue to meet the
criteria of independence as laid down in Section
149(6) of the Act and Regulation 16(1)(b) of SEBI
Listing Regulations.

In opinion of the Board, Independent Directors
of the Company possess necessary expertise,
integrity, experience and proficiency in their
respective fields. Further, all Independent Directors
have confirmed that they have registered with
the Independent Directors Databank maintained
by the Indian Institute of Corporate Affairs
in accordance with the provisions of Section
150 of the Act and have either completed the
online proficiency self-assessment test, where
applicable, or are required to complete the same
within the prescribed timeline.

35. THE DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the financial year, no application or
proceeding was initiated against the Company
under the Insolvency and Bankruptcy Code, 2016.

36. VIGIL MECHANISM/ WHISTLE-BLOWER
POLICY:

Pursuant to the provisions of Section 177 of the
Companies Act, 2013, read with Regulation 22 of
the SEBI Listing Regulations, the Company has
duly established a Whistle Blower Policy as part of
its vigil mechanism. This policy enables Directors
and Employees to report concerns regarding
unethical behavior, actual or suspected fraud, or
violations of the Company''s Code of Conduct and
access to the Chairman of the Audit Committee in
exceptional circumstances.

37. THE DETAILS OF DIFFERENCE BETWEEN
THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

During the financial year under review, the Company
has not made any one-time settlement with the
banks or financial institutions, therefore, the same
is not applicable.

38. OBLIGATION OF COMPANY UNDER THE
MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the applicable
provisions of Maternity Benefits Act, 1961.

39. MANAGEMENT DISCUSSION AND
ANALYSIS:

The Management Discussion and Analysis as
required under the Regulation 34(2)(e) of the
Listing Regulations and Schedule V(B) to the said
regulation forms part of the Annual Report.

40. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

In terms of Regulation 34 of the SEBI Listing
Regulations, the Company is not statutorily
required to publish a Business Responsibility and
Sustainability Report (BRSR) for the financial
year 2025-2026.

41. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V(C) to the
Listing Regulations, the Corporate Governance
along with the Compliance certificate from the
Practicing Company Secretary forms part of this
Annual Report .

42. OTHER DISCLOSURES / CONFIRMATIONS:

a) The Company has not issued any sweat equity
shares during the year under review and hence
no information as per provisions of Section
54(1)(d) of the Act is furnished.

b) The Company has not issued any shares with
differential rights and hence no information
as per provisions of Section 43(a)(ii) of the
Act is furnished.

c) There was no revision of financial statements
and Board''s Report of the Company during the
year under review.

d) During the year under review, the Company
raised funds through a preferential allotment
at a time when it was an unlisted company.
Although the submission of a Monitoring
Agency Report was not mandatory, the
Company has voluntarily filed the same with
the Stock Exchanges. The Monitoring Agency
Report can be accessed byclicking here.

43. CAUTIONARY STATEMENT:

Members and readers are cautioned that, in the
case of data and information external to the
Company, no representation is made on its accuracy
or comprehensiveness, though the same are based
on sources believed to be reliable. Utmost care has
been taken to ensure that the opinions expressed
by the management herein contain its perceptions,
as on the date of the report, on the material
impacts on the Company''s operations, but it is
not exhaustive as they contain forward looking
statements which are extremely dynamic and
increasingly fraught with risk and uncertainties.
Actual results, performance, achievements or
sequence of events may be materially different
from the views expressed herein.

44. ACKNOWLEDGEMENTS AND
APPRECIATIONS:

Your Directors acknowledge and appreciate
all stakeholders of the Company viz.
customers, members, clients, employees,
consultants, associates, solicitors, vendors,
shareholders, bankers and business associates for
the excellent support received from them during
the year. The Directors place on record their sincere
appreciation to all employees of the Company
for their unstinted commitment and continued
contribution to the Company.

For and on behalf of
Wakefit Innovations Limited

(formerly known as Wakefit Innovations Private Limited]