Wardwizard Healthcare Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Board of Directors (the "Board") have immense pleasure in presenting the 41^st Report of the Board of Directors ("Board") on the business and operations of the Company, together with Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

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

(Rs. In Lakhs]
Particulars	Year Ended	Year Ended
	March 31, 2025	March 31, 2024
Revenue from Operation	41.70	11.10
Other Income	0.16	0.36
Total Income - A	41.86	11.46
Cost of Materials consumed	-	-
Purchase of Stock-in-Trade	25.34	-
Changes in inventories of finished goods, Work in Progress and Stock in Trade	(15.90)	-
Employees Benefit Expenses	83.78	19.43
Finance costs	55.14	2.55
Depreciation and Amortization Expenses	49.47	8.07
Other Expenses	126.52	23.08
Total Expenses - B	324.35	53.13
Profit / Loss Before - C = (A-B)	(282.48)	(41.67)
Profit / Loss from Ordinary Activities Before Finance Cost	-	-
Finance Cost	-	-
Profit / Loss from Ordinary Activities after Finance Cost	-	-
Current Tax	-	-
Excess Tax Provision for Earlier Year & Deferred Expenses	-	3.66
Deferred Tax	(11.16)	(0.47)
Total Taxes - D	(11.16)	3.19
Profit / (Loss) for the year - E= (C-D)	(271.33)	(44.86)
Paid up Equity Share Capital - F	24.50	24.50
Earnings per share - G = (E/F)	(110.75)	(18.31)

2. STATE OF COMPANY AFFAIRS & CHANGE IN NATURE OF BUSINESS.

The Company is engaged in the business of hospital operations, healthcare services, and activities related to Ayurveda practitioners. There has been no change in the nature of the Company''s business during the financial year ended March 31, 2025.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified under Section 133 of the Companies Act, 2013, and other applicable accounting principles and policies.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2024-25, in view of the losses incurred by the Company during the year.

Further, in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate a Dividend Distribution Policy is applicable only to the top 1,000 listed entities based on market capitalization. As the Company does not fall under the list of top 1,000 listed entities as per the criteria prescribed, the provisions relating to the Dividend Distribution Policy are not applicable to the Company.

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

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

5. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account.

6. DETAILS OF TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves due to the absence of any profits for the Financial Year 2024-25.

7. LISTING ON STOCK EXCHANGES

The Company''s equity shares are listed on The BSE Limited (Scrip Code: 512063). The Company has paid the Annual Listing Fees for the Financial Year 2025-26 to the said Stock Exchange as required.

8. SHARE CAPITAL

The Company''s paid-up equity share capital as on March 31, 2025 was Rs. 24.50 lakhs. There is no change in the share capital of the Company during the period under review.

a) BUY BACK OF SECURITIES

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

b) SWEAT EQUITY

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

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company continues to benefit from the knowledge and experience of its Directors and Executives.

DIRECTORS

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

Sr. No. Name of Director DIN Designation

1. *Mr. Gaurav Jayant Gupte 06741475 Chairman and Managing Director

(Appointed on August 11, 2023)

2. Mr. Yatin Sanjay Gupte 07261150 Non-Executive Non-Independent

(Appointed on August 11, 2023) Director

3.	Mrs. Sheetal Mandar Bhalerao (Appointed on August 11, 2023)	06453413	Non-Executive Non-Independent Director
4.	Mr. Dharmendra Ramabhai Bhaliya (Appointed on August 11, 2023) (Ceased on August 11, 2023)	10176412	Non-Executive Independent Director
5.	Mrs. Mansi Jayendra Bhatt (Appointed on August 11, 2023)	10177722	Non-Executive Independent Director
6.	Mr. Mitesh Ghanshyambhai Rana (Appointed on February 29, 2024)	06770916	Non-Executive Independent Director
7.	Mr. Paresh Prakashbhai Thakkar (Appointed on February 29, 2024)	08265981	Non-Executive Independent Director

Note:

*Mr. Gaurav Jayant Gupte was first appointed as a Director on August 11, 2023. He was later designated as the Managing Director on September 29, 2023.

Resignation of Director:

Resignation of Mr. Dharmendra Ramabhai Bhaliya (DIN: 10176412) as Non-Executive Independent Director:

Mr. Dharmendra Ramabhai Bhaliya (DIN: 10176412) has resigned from the position of NonExecutive Independent Director with effect from April, 11, 2025, due to certain assignments and personal commitments and there are no material reasons other than mentioned in his resignation letter.

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

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite proficiency, expertise and experience.

Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications, specialized domain knowledge, strategic thinking & decision making and vast experience in varied fields has immensely contributed in strengthening the Company''s processes to align the same with good industry practices.

RETIREMENT BY ROTATION

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

Mrs. Sheetal Mandar Bhalerao (DIN: 06453413), Non-Executive Non- Independent Director, shall retire by rotation and being eligible, offers herself, for re-appointment.

Details of the proposal for the re-appointment of Mrs. Sheetal Mandar Bhalerao along with her 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 of the above Director.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the Company has the following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr. No.	Name of Key Managerial Person	Designation
1.	Mr. Gaurav Jayant Gupte (Appointed on August 11, 2023)	Chairman and Managing Director
2.	Mr. Dharmeshkumar Ashwinbhai Chauhan (Resigned on February 15, 2025)	Company Secretary & Compliance Officer
3.	Mrs. Mittal Patel (Appointed on August 11, 2023)	Chief Financial Officer ("CFO")
4.	*Mr. Dikshant Singh Panwar (Appointed on May 12, 2025)	Company Secretary & Compliance Officer

* Mr. Dikshant Singh Panwar was introduced as Company Secretary & Compliance Officer in the Board Meeting held on May 12, 2025 in reference to the resignation of Mr. Dharmeshkumar Ashwinbhai Chauhan on February 15, 2025.

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

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses. The Board of Directors of the Company met 8 (Eight) times to transact the business of the Company in accordance with Regulation 17 of SEBI (LODR) Regulation 2015, and/or provisions contained in Section 173(1) of the Companies Act read with Rules made thereunder. The Board meetings are held on following dates during the year.

		Sr. No.	Date		Day
		1	April 22, 2024		Monday
		2	May 30, 2024		Thursday
		3	August 14, 2024		Wednesday
		4	August 29, 2024		Thursday
		5	September 06, 2024		Friday
		6	September 16, 2024		Monday
		7	November 14, 2024		Thursday
		8	February 10, 2025		Monday
Details of the attendance of the Directors at the Board meetings held during the year ended March 31, 2025 are as follows:
	Name of the Director			Number of Board Meetings
				Entitled to attend		Attended
	Mr. Gaurav Jayant Gupte			8		8
	Mr. Yatin Sanjay Gupte			8		6
	Mrs. Sheetal Mandar Bhalerao			8		7
	Mr. Dharmendra Ramabhai Bhaliya			8		8
	Mrs. Mansi Jayendra Bhatt			8		8
	Mr. Mitesh Ghanshyambhai Rana			8		8
	Mr. Paresh Prakashbhai Thakkar			8		8

11. AUDIT COMMITTEE Terms of reference:

Pursuant to the provisions of Section 177 (8) of the Companies Act 2013 read with Rules 6 & 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the details pertaining to the constitution of the Audit Committee are herein provided

Name of the Director		Designation in Committee		Category		Date of Appointment in Committee		Cessation Date
Mrs. Mansi Jayendra Bhatt		Chairperson		Non-Executive Independent Director		August 11, 2023		NA
Mr. Dharmendra Ramabhai Bhaliya		Member		Non-Executive Independent Director		August 11, 2023		April 11, 2025
Mr. Mitesh Ghanshyambhai Rana		Member		Non-Executive Independent Director		February 29, 2024		NA
Mr. Paresh Prakashbhai Thakkar		Member		Non-Executive Independent Director		February 29, 2024		NA
Mr. Gaurav Jayant Gupte		Member		Managing Director		August 11, 2023		NA
Meetings and Attendance during the year
6 (Six) Audit Committee meetings were held during FY 2024-25. The meetings were held on the following dates:
	Sr. No.		Date of Audit Committee Meeting
	1.		22-04-2024
	2.		30-05-2024
	3.		14-08-2024
	4.		29-08-2024
	5.		14-11-2024
	6.		10-02-2025
Attendance of Directors in the meetings are as under:
Name of Director					No. of Meetings held during the tenure of Membership			No. of Meetings Attended
Mrs. Mansi Jayendra Bhatt					6			6
Mr. Dharmendra Ramabhai Bhaliya					6			6
Mr. Mitesh Ghanshyambhai Rana					6			6
Mr. Paresh Prakashbhai Thakkar					6			6

Mr. Gaurav Jayant Gupte

6

6

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

The minutes of the Audit Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 26, 2024 and the same was attended by the Chairperson of the Audit Committee.

The Company Secretary of the Company act as the Secretary of the Audit Committee.

12. NOMINATION AND REMUNERATION COMMITTEETerms of reference:

The details pertaining to the constitution of the Nomination and Remuneration Committee as required under the provisions of Section 178(1) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
Mr. Dharmendra Ramabhai Bhaliya	Chairman	Non-Executive Independent Director	August 11, 2023	April 11, 2025
Mrs. Mansi Jayendra Bhatt	Member	Non-Executive Independent Director	August 11, 2023	NA
Mr. Mitesh Ghanshyambhai Rana	Member	Non-Executive Independent Director	February 29, 2024	NA
Mr. Paresh Prakashbhai Thakkar	Member	Non-Executive Independent Director	February 29, 2024	NA
Mrs. Sheetal Mandar Bhalerao	Member	Non-Executive Non Independent Director	August 11, 2023	NA

Meetings and Attendance during the year 1 (One) Nomination & Remuneration Committee meetings were held during FY 2024-25. The meetings were held on the following dates:
	Sr. No.	Date of Nomination & Remuneration Committee Meeting
	1.	29/08/2024
Attendance of Directors in the meetings is as under:
	Name of Director		No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mr. Dharmendra Ramabhai Bhaliya			1	1
Mrs. Mansi Jayendra Bhatt			1	1
Mr. Mitesh Ghanshyambhai Rana			1	1
Mr. Paresh Prakashbhai Thakkar			1	1
Mrs. Sheetal Mandar Bhalerao			1	1

The minutes of the Nomination & Remuneration Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 26, 2024 and the same was attended by the Chairperson of the Nomination & Remuneration Committee.

The Company Secretary of the Company act as the Secretary of the Nomination & Remuneration Committee.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the constitution of the Stakeholders Relationship Committee as required under the provisions of Section 178(5) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
Mr. Paresh Prakashbhai Thakkar	Chairman	Non-Executive Independent Director	February 29, 2024	NA

Mr. Dharmendra Ramabhai Bhaliya	Member	Non-Executive Independent Director	August 11, 2023	NA
Mrs. Mansi Jayendra Bhatt	Member	Non-Executive Independent Director	August 11, 2023	NA
Mr. Mitesh Ghanshyambhai Rana	Member	Non-Executive Independent Director	February 29, 2024	NA
Mr. Yatin Sanjay Gupte	Member	Non-Executive Non Independent Director	August 11, 2023	NA

Meetings and Attendance during the year
1 (One) Stakeholders Relationship Committee meetings were held during FY 2024-25. The meetings were held on the following dates:
	Sr. No.	Date of Stakeholders Relationship Committee Meeting
	1.	14/11/2024

Attendance of Directors in the meetings is as under:
Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mr. Paresh Prakashbhai Thakkar	1	1
Mr. Dharmendra Ramabhai Bhaliya	1	1
Mrs. Mansi Jayendra Bhatt	1	1
Mr. Mitesh Ghanshyambhai Rana	1	1
Mr. Yatin Sanjay Gupte	1	1

The minutes of the Stakeholders Relationship Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 26, 2024 and the same was attended by the Chairperson of the Stakeholders Relationship Committee.

The Company Secretary of the Company act as the Secretary of the Stakeholders Relationship Committee.

14. BOARD EVALUATION

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

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

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

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

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

A separate meeting of the Independent Directors was held on February 10, 2025, wherein they reviewed the performance of Non-Independent Directors, the Board as a whole, and the performance of the Chairman. The outcomes of this meeting were subsequently discussed at the following Board meeting, during which the performance of the Board, its committees, and individual Directors was comprehensively evaluated.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV to the Companies Act, 2013, the Company has implemented a structured and ongoing Familiarization Programme for its Independent Directors.

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

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

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

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

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

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

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

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

The detailed policy on the Familiarization Programme for Independent Directors is available on the Company''s website at: https://www.ayokimerchantile.com/policy.php

16. CREDIT RATING

During the financial year ended March 31, 2025, the Company did not issue any debt instruments, nor did it accept any fixed deposits or undertake any scheme or proposal for the mobilization of funds, either in India or abroad. Accordingly, there was no requirement for obtaining any credit ratings during the year.

17. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company did not have any subsidiaries, associate companies, or joint ventures as defined under the Companies Act, 2013.

18. SECRETARIAL AUDITORS REPORT

In compliance with Regulation 24(A) of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with Rules made thereunder, the Governing Board at its Meeting held on February, 10^th 2025, based on the recommendation of the Audit Committee, approved the appointment of

Mr. Kamal A. Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395), Vadodara for a period of 5 (five) consecutive Financial Years commencing from FY 2025-2026 up to ensuing FY 2029-2030, subject to approval of the Shareholders at the ensuing 41^st AGM of the Company.

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

Mr. Kamal A Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395), has confirmed that his appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, he has confirmed that he holds a valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Auditor''s Report mentioned in Annexure-A to this report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

OBSERVATION BY SECRETARIAL AUDITOR

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

1. During the period under review, the Company has submitted the required e-forms and returns with the Registrar of Companies (ROC)/Ministry of Corporate Affairs, (MCA) except two MGT-14.

Response from Management:

The delay was due to oversight on the part of the Company Secretary & Compliance officer. The management has taken it seriously and accordingly instructed to the Company Secretary & Compliance Officer of the Company to implement the process & system which shall give alert for various compliances under the Act and other applicable enactment to the Company so as to comply it in a timely and effectively manner. This would avoid such delay in submission of e-forms in the future.

2. Pursuance to Reg. 29 of the SEBI LODR, the Company has not given prior intimation of holding a Board Meeting at least two working days in advance to BSE, for the Board Meeting held on 6th September 2024 wherein an agenda for raising of fund was approved.

Response from Management:

The non-complainces of various requirements under the SEBI Regulations as stated above were made inadvertently and due to oversight on the part of the Company Secretary and Compliance Officer of the Company. To avoid the same in future, the Company has established internal

mechanisam which shall facilitate the Company Secretary and Compliance Officer to observe all relevant SEBI complainces timely and effectively.

19. COST AUDIT AND COST RECORDS

The provisions of Section 148 of the Companies Act, 2013, relating to the maintenance of cost records and cost audit, were not applicable to the Company during the financial year 2024-25.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

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

21. CEO / CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a declaration is to be made by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Company''s Code of Conduct during the FY 2024-2025. This declaration is required under by Schedule V of the Securities and Exchange Board of India''s Listing Obligations and Disclosure Requirements Regulations 2015.

The Annual Report also includes a certificate from the Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March 2025 adequacy of the internal control measures and matters reported to the Audit Committee.

Provided in this Report: Annexure - B

22. CODE OF CONDUCT

The Company has adopted a Code of Conduct for all the employees including the Board Members and Senior Management Personnel of the Company in accordance with the requirement under Regulation 17 of the SEBI (LODR) Regulations 2015. The Code of Conduct has been posted on the website of the Company i.e. https://www.ayokimerchantile.com/policy.php

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples of the expected behavior from an

employee in a given situation and the reporting structure. Management members are made aware of the provisions of the Code from time to time.

The Company has obtained confirmations for compliance with the said code from all its Board members and Senior Management Personnel for the year ending March 31, 2025. The declaration by the Chairman & Managing Director of the Company confirming the same is annexed to this report - Annexure - C

23. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, companies meeting any of the following criteria—net worth of ^500 crore or more, turnover of ^1,000 crore or more, or net profit of ^5 crore or more during any financial year—are required to constitute a Corporate Social Responsibility (CSR) Committee and adopt a CSR Policy.

During the year under review, the Company did not meet any of the prescribed thresholds and, accordingly, is not required to constitute a CSR Committee or formulate a CSR Policy under the said provisions.

24. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations to report concerns about unethical behavior.

This Policy is available on the Company''s website at the weblink: https://www.avokimerchantile.com/policv/Whistle-blower-policy.pdf

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As required under Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has established adequate financial controls commensurate with its size, scale, and the complexity of its operations, particularly with respect to the preparation and presentation of its financial statements. The internal financial controls are designed to provide reasonable assurance regarding the reliability of financial reporting, accuracy and completeness of accounting records, integrity in the conduct of business, and the prevention and detection of frauds and errors.

Comprehensive policies, standard operating procedures, and control mechanisms have been implemented across all business processes. These frameworks ensure adherence to internal control protocols and full compliance with applicable regulatory requirements.

During the year under review, the Company assessed the effectiveness of its internal financial controls, and no reportable material weaknesses were identified in the design or implementation

of these controls. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems. In addition, it closely monitors the status of corrective actions taken in response to findings from internal audit reviews, ensuring continuous improvement in the internal control environment.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN BALANCE SHEET DATE AND DAET OF BOARD''S REPORT

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

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

No material orders have been passed by any regulatory authorities, courts, or tribunals that would have an adverse impact on the Company''s future operations or its status as a going concern.

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

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended March 31, 2025 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

29. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

The particular of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including a certain arm''s length and the ordinary course of transactions under third proviso thereto has been disclosed in Form no AOC-2.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.avokimerchantile.com.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, providing a comprehensive overview of the Company''s operational and financial performance, forms part of this Annual Report and is annexed hereto as Annexure - F.

31. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the following classes of listed entities:

a) Listed entities with a paid-up equity share capital not exceeding ^10 crore and net worth not exceeding ^25 crore, as on the last day of the previous financial year;

b) Listed entities that have listed their specified securities on the SME Exchange.

As on March 31, 2025—the last day of the previous financial year—the Company''s paid-up equity share capital stood at ^24.50 lakhs and its net worth was Rupees (311.29) lakhs, both of which are below the thresholds specified under the aforementioned regulation.

Accordingly, the Corporate Governance provisions are not applicable to the Company, and hence, the Corporate Governance Report does not form part of this Annual Report for the financial year 2024-25.

32. DECLARATION BY INDEPENDENT DIRECTORS

Name of Director	Category
Mr. Paresh Prakashbahi Thakkar	Non-Executive Independent Director
Mr. Dharmendra Ramabhai Bhaliya	Non-Executive Independent Director
Mrs. Mansi Jayendra Bhatt	Non-Executive Independent Director
Mr. Mitesh Ghanshyambhai Rana	Non-Executive Independent Director

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the company''s Non-Executive Directors did not have any pecuniary relationship or transactions with the company, its holding, subsidiary or associate company, other than those permitted by law, except for sittng fees, commission, and expense reimbursement, as permitted by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Separate meetings of the Independent Directors of the Company were held on 2^nd February, 2025.

33. STATEMENT REGARDING INDEPENDENT DIRECTORS

Pursuant to Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, and in the opinion of the Board, there has been no change in the circumstances that may affect the status of the

Independent Directors of the Company. The Board affirms its satisfaction with the integrity, expertise, and experience-including proficiency as prescribed under Section 150(1) of the Companies Act, 2013 and the applicable rules-of all Independent Directors serving on the Board.

34. POLICY ON DIRECTOR''S APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS

The company''s policy concerning the appointment and remuneration of directors, along with the criteria for determining their qualifications, positive attributes, and independence, is available on its website and weblink:

https://www.ayokimerchantile.com/policy/REMUNERATION%20POLICY.pdf

This policy addresses other matters as required by sub-section (3) of section 178 of the Companies Act, 2013.

35. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures have been provided and are annexed to the Board''s Report as Annexure - D

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 fraud 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. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has implemented a policy on the prevention, prohibition, and redressal of sexual harassment, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. However, constitution of internal compliant committee is not applicable to the company.

During the financial year 2024-25, no complaints of sexual harassment were received by the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act, 2013, read with the applicable provisions of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, is provided in Annexure - E to this Report.

39. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, in relation to financial statements of the Company for the year ended March 31, 2025, the Board of Directors states that:

a. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. The 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 at March 31, 2025 and of the Loss of the Company for the year ended March 31, 2025;

c. The Directors 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. The annual accounts / financial statements have been prepared on a ''going concern'' basis;

e. Proper internal financial controls are in place and are operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

40. ACCEPTANCE OF PUBLIC DEPOSITS

During the financial year 2024-25, the Company did not accept any deposits as defined under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount pertaining to principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

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

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

During the FY 2024-25, there was no such instance.

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

During the financial year 2024-25, the Company has maintained a clean legal record with respect to insolvency and bankruptcy matters. There have been no applications filed against the Company under the Insolvency and Bankruptcy Code (IBC), 2016, nor are there any ongoing or pending proceedings involving the Company under the provisions of the IBC.

43. ANNUAL RETURN

In compliance with the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, including any amendments or re-enactments thereof, the Annual Return in Form No. MGT-7 has been uploaded on the Company''s website. It is accessible for viewing at: https://www.ayokimerchantile.com/annual-report.php.

44. 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 for the shareholders, consumers, and banks for their continued support.

---

Mar 31, 2024

Your Directors have immense pleasure in presenting the 40^th Report of the Board of Directors ("Board")
on the business and operations of the Company, together with Financial Statements for the Financial
Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

Your Company''s financial performance for the year ended March 31, 2024 is as below:

(Rs. In Lakhs)

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Revenue from Operation	11.10	13.50
Other Income	0.36	0.15
Total Income - A	11.46	13.65
Cost of Materials consumed	-	-
Employees Benefit Expenses	19.43	10.03
Finance costs	2.55	-
Depreciation and Amortization Expenses	8.07	-
Other Expenses	23.08	6.50
Total Expenses - B	53.13	16.53
Profit / Loss Before - C = (A-B)	(41.67)	(2.88)
Profit / Loss from Ordinary Activities Before Finance Cost		-
Finance Cost		-
Profit / Loss from Ordinary Activities after Finance Cost		-
Current Tax		-
Excess Tax Provision for Earlier Year & Deferred Expenses	3.66	0.22
Deferred Tax	-0.47	-
Total Taxes - D	3.19	0.22
Profit / (Loss) for the year - E= (C-D)	(44.87)	(3.10)
Paid up Equity Share Capital - F	24.50	24.50
Earnings per share - G = (E/F)	(18.31)	(1.27)

2. STATE OF COMPANY AFFAIRS & CHANGE IN BUSINESS

The Company has engaged in the Business of Hospital Activities, providing Healthcare Services,
Activities of Ayurveda Practitioners. There has been no change in the business of the Company
during the Financial Year ending on March 31, 2024.

TAKEOVER THE EXISTING BUSINESS OF THE COMPANY:

The open offer for the acquisition of 1,47,000 fully paid-up equity shares at an offer price of Rs. 10 /- per
equity share representing 60% of the total paid-up capital i.e. 2,45,000 and voting rights of Ayoki
Merchantile Limited were acquired by the acquirers and open offer was closed on 05/10/2023, after closing
of the open offer, there was a substantial change of shareholding and change of control in the Company and
the Acquires have been categorised as "Promoters" of the Company

CHANGE IN NAME OF THE COMPANY

The Ministry of Corporate Affairs issued the Certificate for Name change from Ayoki Merchantile Limited
to Wardwizard Healthcare Limited on 11/12/2023

CHANGE IN OBJECT OF THE COMPANY

The Ministry of Corporate Affairs issued the certificate for change of Object Clause of the Memorandum of
Association issued on 28/11/2023.

INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on March 31, 2024 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.

3. DIVIDEND

The Board of Directors of your company has not recommended any dividend for the current
Financial Year 2023-24 considering that the Company has incurred loss for the year.

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

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

5. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account.

6. DETAILS OF TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves
due to the absence of any profits for the Financial Year 2023-24.

7. LISTING ON STOCK EXCHANGES

The Company''s equity shares are listed on The BSE Limited (Scrip Code: 512063). The Company has
paid the Annual Listing Fees for the Financial Year 2023-24 to the said Stock Exchange as required.

8. SHARE CAPITAL

The Company''s paid-up equity share capital as on March 31, 2024 was Rs. 24.50 lakhs. There is no
change in the share capital of the Company during the period under review.

a) BUY BACK OF SECURITIES

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

b) SWEAT EQUITY

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

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

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

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Gaurav Jayant Gupte (Appointed on August 11, 2023)	06741475	Chairman and Managing Director
2.	Mr. Yatin Sanjay Gupte (Appointed on August 11, 2023)	07261150	Non-Executive Non-Independent Director
3.	Mrs. Sheetal Mandar Bhalerao (Appointed on August 11, 2023)	06453413	Non-Executive Non-Independent Director
4.	Mr. Dharmendra Ramabhai Bhaliya (Appointed on August 11, 2023)	10176412	Non-Executive Independent Director
5.	Mrs. Mansi Jayendra Bhatt (Appointed on August 11, 2023)	10177722	Non-Executive Independent Director
6.	Mr. Kamal Ashwinbhai Lalani (Appointed on August 11, 2023)	09141815	Non-Executive Independent Director
7.	Mr. Mitesh Ghanshyambhai Rana (Appointed on February 29, 2024)	06770916	Non-Executive Independent Director
8.	Mr. Paresh Prakashbhai Thakkar (Appointed on February 29, 2024)	08265981	Non-Executive Independent Director
9.	Mr. Kamal Ashwinbhai Lalani (Resigned on February 8, 2024)	09141815	Non-Executive Independent Director
10.	Mr. Joydeep Mazumder (Resigned on 11th August, 2023)	08069899	Whole time Director and Managing Director
11.	Mrs. Munmun Mandal (Resigned on 11th August, 2023)	02493057	Non-Executive Non-Independent Director
12	Mr. Adipta Majumder (Resigned on 11th August, 2023	07977610	Non-Executive Non- Independent Director
13	Mr. Subhendu Saha (Resigned on 11th August, 2023)	02493057	Non-Executive Independent Director
14	Mr. Dipankar Majumder (Resigned on 11th August, 2023)	07390226	Non-Executive Independent Director

15	Mrs. Ankita Chanda (Resigned on 11th August, 2023)	08535397	Non-Executive Independent Woman Director

RETIRE BY ROTATION

At the 40^th Annual General Meeting (AGM), the following appointment/re-appointment is being
proposed:

Mr. Yatin Sanjay Gupte (DIN-07261150) (Non-Executive Non-Independent Director) shall retire by
rotation and being eligible, offers himself, for reappointment. Details of the proposal for the re¬
appointment of Mr. Yatin Sanjay Gupte (DIN-07261150) (Non-Executive Non-Independent
Director), 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 40^th Annual General Meeting. The Board recommends the re-appointment
/appointment of the above Director.

KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name of Key Managerial Person	Designation
1.	Mr. Dharmeshkumar Ashwinbhai Chauhan (Appointed on September 4, 2023)	Company Secretary & Compliance Officer
2.	Mrs. Mittal Patel (Appointed on August 11, 2023)	Chief Financial Officer
3.	Mr. Gouranga Lal Kundu (Resigned on August 31, 2023)	Company Secretary & Compliance Officer
4.	Mr. Partha Saha (Resigned on August 11, 2023)	Chief Financial Officer

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, regular meetings of the Board are held at least once in a
quarter inter-alia to review the quarterly results of the Company and to discuss and decide on
various business policies strategies and other businesses. The Board of Directors of the Company
met 9 (Nine) times to transact the business of the Company in accordance with Regulation 17 of
SEBI (LODR) Regulation 2015, and /or provisions contained in Section 173(1) of the Companies Act
read with Rules made thereunder. The Board meetings are held on following dates during the year.

Sr. No.	Date	Day
1	May 12, 2023	Friday
2	July 27, 2023	Thursday
3	August 11, 2023	Friday
4	August 31, 2023	Thursday
5	October 12, 2023	Thursday
6	November 3, 2023	Friday
7	November 25, 2023	Saturday
8	February 1, 2024	Thursday
9	February 29, 2024	Thursday

Details of the attendance of the Directors at the Board meetings held during the year ended March
31, 2024 are as follows:

Name of the Director	Number of Board Meetings
	Entitled to attend	Attended
Mr. Joydeep Mazumder	2	2
Mrs. Munmun Mandal	2	2
Mr. Adipta Majumder	2	2
Mr. Subhendu Saha	2	2
Mr. Dipankar Majumder	2	2
Mrs. Ankita Chanda	2	2
Mr. Gaurav Jayant Gupte	7	7
Mr. Yatin Sanjay Gupte	7	6
Mrs. Sheetal Mandar Bhalerao	7	7
Mr. Dharmendra Ramabhai Bhaliya	7	7
Mrs. Mansi Jayendra Bhatt	7	7
Mr. Kamal Ashwinbhai Lalani	6	6
Mr. Mitesh Ghanshyambhai Rana	1	1
Mr. Paresh Prakashbhai Thakkar	1	1

11. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies Act 2013 read with Rules 6 & 7 of
the Companies (Meetings of the Board and its Powers) Rules, 2013, the details pertaining to the
constitution of the Audit Committee are herein provided

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
Mrs. Mansi Jayendra Bhatt	Chairperson	Non-Executive Independent Director	August 11, 2023	NA
Mr. Dharmendra Ramabhai Bhaliya	Member	Non-Executive Independent Director	August 11, 2023	NA
Mr. Mitesh Ghanshyambhai Rana *	Member	Non-Executive Independent Director	February 29, 2024	NA
Mr. Paresh Prakashbhai Thakkar*	Member	Non-Executive Independent Director	February 29, 2024	NA
Mr. Kamal Ashwinbhai Lalani *	Member	Non-Executive Independent Director	August 11, 2023	February 8, 2024
Mr. Gaurav Jayant Gupte	Member	Managing Director	August 11, 2023	NA

* Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the
Audit Committee in the Board Meeting held on February 29, 2024 in reference to the resignation
of Mr. Kamal Ashwinbhai Lalani from the Company

Meetings and Attendance during the year

4 (Four) Audit Committee meetings were held during FY 2023-24. The meetings were held on the
following dates:

Sr. No.	Date of Audit Committee Meeting
1.	11-08-2023
2.	31-08-2023
3.	03-11-2023
4.	01-02-2024

Attendance of Directors in the meetings are as under:

Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mrs. Mansi Jayendra Bhatt	4	4
Mr. Dharmendra Ramabhai Bhaliya	4	4
Mr. Mitesh Ghanshyambhai Rana	0	0
Mr. Paresh Prakashbhai Thakkar	0	0
Mr. Kamal Ashwinbhai Lalani	4	4
Mr. Gaurav Jayant Gupte	3	3

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

The minutes of the Audit Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 29, 2023 and
the same was attended by the Chairperson of the Audit Committee.

The Company Secretary of the Company act as the Secretary of the Audit Committee.

12. NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the constitution of the Nomination and Remuneration Committee as
required under the provisions of Section 178(1) of the Companies Act 2013 and its terms of
reference in brief are to be herein provided.

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
Mr. Dharmendra Ramabhai Bhaliya	Chairman	Non-Executive Independent Director	August 11, 2023	NA
Mrs. Mansi Jayendra Bhatt	Member	Non-Executive Independent Director	August 11, 2023	NA
Mr. Mitesh Ghanshyambhai Rana *	Member	Non-Executive Independent Director	February 29, 2024	NA

Mr. Paresh Prakashbhai Thakkar*	Member	Non-Executive Independent Director	February 29, 2024	NA
Mr. Kamal Ashwinbhai Lalani *	Member	Non-Executive Independent Director	August 11, 2023	February 8, 2024
Mrs. Sheetal Mandar Bhalerao	Member	Non-Executive Non¬ Independent Director	August 11, 2023	NA

Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the
Nomination and Remuneration Committee in the Board Meeting held on February 29, 2024 in
reference to the resignation of Mr. Kamal Ashwinbhai Lalani from the Company

Meetings and Attendance during the year

3 (Three) Nomination & Remuneration Committee meetings were held during FY 2023-24. The
meetings were held on the following dates:

Sr. No.	Date of Nomination & Remuneration Committee Meeting
1.	11/08/2023
2.	31/08/2023
3.	29/02/2024

Attendance of Directors in the meetings is as under:

Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mr. Dharmendra Ramabhai Bhaliya	3	3
Mrs. Mansi Jayendra Bhatt	3	3
Mr. Mitesh Ghanshyambhai Rana	0	0
Mr. Paresh Prakashbhai Thakkar	0	0
Mr. Kamal Ashwinbhai Lalani	2	2
Mrs. Sheetal Mandar Bhalerao	3	3

The minutes of the Nomination & Remuneration Committee are reviewed by the Board at its
subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 29, 2023 and
the same was attended by the Chairperson of the Nomination & Remuneration Committee.

The Company Secretary of the Company act as the Secretary of the Nomination & Remuneration
Committee.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the constitution of the Stakeholders Relationship Committee as required
under the provisions of Section 178(5) of the Companies Act 2013 and its terms of reference in
brief are to be herein provided.

Name of the Director	Designation in Committee	Category	Date of Appointment in Committee	Cessation Date
Mr. Paresh Prakashbhai Thakkar1	Chairman	Non-Executive Independent Director	February 29, 2024	NA
Mr. Dharmendra Ramabhai Bhaliya	Member	Non-Executive Independent Director	August 11, 2023	NA
Mrs. Mansi Jayendra Bhatt	Member	Non-Executive Independent Director	August 11, 2023	NA
Mr. Mitesh Ghanshyambhai Rana 1	Member	Non-Executive Independent Director	February 29, 2024	NA
Mr. Kamal Ashwinbhai Lalani 1	Chairman	Non-Executive Independent Director	August 11, 2023	February 8, 2024
Mr. Yatin Sanjay Gupte	Member	Non-Executive Non¬ Independent Director	August 11, 2023	NA

On Reconstitution of the Stakeholders Relationship Committee in the Board Meeting held on
February 29, 2024 Mr. Mr. Paresh Prakashbhai Thakkar is elected as a Chairman of this Committee.

Meetings and Attendance during the year

1 (One) Audit Committee meetings were held during FY 2023-24. The meetings were held on the
following dates:

Sr. No.	Date of Stakeholders Relationship Committee Meeting
1.	01/02/2024

Attendance of Directors in the meetings is as under:

Name of Director	No. of Meetings held during the tenure of Membership	No. of Meetings Attended
Mr. Paresh Prakashbhai Thakkar	0	0
Mr. Dharmendra Ramabhai Bhaliya	1	1
Mrs. Mansi Jayendra Bhatt	1	1
Mr. Mitesh Ghanshyambhai Rana	0	0
Mr. Kamal Ashwinbhai Lalani	1	1
Mr. Yatin Sanjay Gupte	1	1

The minutes of the Stakeholders Relationship Committee are reviewed by the Board at its
subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 29, 2023 and
the same was attended by the Chairperson of the Stakeholders Relationship Committee.

The Company Secretary of the Company act as the Secretary of the Stakeholders Relationship
Committee.

14. BOARD EVALUATION

The Nomination and Remuneration Committee has laid down the criteria for performance
evaluation of Executive and Non-Executive Directors of the Company as per Section 178 of the Act,
as amended from time to time, and as per Regulation 19 of the SEBI (LODR) Regulations 2015. The
criteria was set based onvarious attributes, inter alia, profile, experience, contribution, dedication,
knowledge, sharing of information with the Board, regularity of attendance, aptitude &
effectiveness, preparedness & participation, team work, decision making process, their roles,
rights, responsibilities in the Company, monitoring & managing potential conflict of interest of
management, providing fair and constructive feedback & strategic guidance and contribution of
each Director to the growth of the Company.

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

Separate meeting of Independent Directors of the Company was held on March 19, 2024 and it
reviewed the performance of Non-Independent Directors & the Board as a whole and also
reviewed the performance of Chairman of the Company. The same was discussed in the board
meeting that followed the meeting of the Independent Directors, at which the performance of the
Board, its committees and individual Directors was also discussed.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors are provided with necessary documents, reports and other relevant
information to enable them to familiarise with the Company''s procedures and practices. The
Independent Directors are taken for visit to Company''s various plants / units, to enable them to
have full understanding of manufacturing operations & processes of the Company and the industry
in which it operates. Periodic presentations are made at the Board meetings on business and
performance updates of the Company, business strategy and risks involved. At the time of
induction of the newly appointed Independent Director, he / she is apprised adequately about the
Company, latest financial statements with business model, industry scenario, competition,
significant recent developments and also the Board processes which is apprised by the Managing
Director, the Chief Financial Officer, the Company Secretary and the Senior Management of the
Company. Details of the familiarisation programme for the Independent Directors are available on
the website of the Company.

16. CREDIT RATING

The Company has not issued any debt instruments and does not have any Fixed Deposit or any
scheme or proposal involving the mobilization of funds in India or abroad during the Financial Year
ended March 31, 2024. Hence during the Year, there was no requirement to obtain such Credit
Ratings.

17. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company does not have any subsidiaries, associates or joint
venture companies within the meaning of the Companies Act, 2013.

18. STATUTORY AUDITORS AND AUDITOR''S REPORT

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Mahesh
Udhwani & Associates, Chartered Accountants (Firm registration Number 129738W), who was
appointed as statutory auditors of the Company of in the 39th Annual General Meeting shall hold
office until the conclusion of the 44th Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013, the Board has appointed M/s.
Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm Registration
Number 129738W be and are hereby appointed as the Statutory Auditors of the Company to fill
the casual vacancy caused due to resignation of M/s. Falod & Maheshwari, Chartered Accountants,
(Firm Registration No FRN 151051W), (pursuant to change in the management of the Company and
to fill the casual vacancy) at a remuneration as may be mutually agreed to, between the Board of
Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold office of
Statutory Auditor w.e.f. 11^th August, 2023 till the conclusion of 44^th Annual Meeting of the
Company (subject to ratification of their appointment at every Annual General Meeting). The
Statutory Auditors have confirmed that they are not disqualified to hold the office of the Statutory
Auditor

M/s. Mahesh Udhwani & Associates, Chartered Accountants have signified their assent and
confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of
Section 141 of the Companies Act, 2013 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 the management.

The Statutory Auditors'' report does not contain any qualification, reservation or adverse remark
and is self-explanatory and unmodified and thus does not require any further
clarifications/comments. The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company during the FY 2023-24.

19. SECRETARIAL AUDITORS REPORT

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has
appointed Mrs. Pooja Amit Gala, Practicing Company Secretary (ACS-69393, Certificate of Practice
No.-25845), as the Secretarial Auditor to conduct an audit of the secretarial records. The Company
has received consent from Mrs. Pooja Amit Gala to act as the auditor for conducting audit of the
Secretarial records. The Secretarial Audit Report for the financial year ended March 31, 2024 is set
out in the Annexure - A to this report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

None of the Auditors of the Company have reported any fraud as specified under the second
proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).

A Secretarial Audit Report for the year ended March 31, 2024 in prescribed form duly audited by
the Practicing Company Secretary Mrs. Pooja Amit Gala is annexed herewith and forming part of
the report. There are no qualifications or adverse remarks in the Secretarial Audit Report issued by
the above-named firm, hence doesn''t require any comments from the Director on the same.

20. COST AUDIT AND COST RECORDS

During the financial year 2023-24; the provisions of Section 148 of The Companies Act, 2013 do
not apply to the Company.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company''s Compliance function 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 the implementation of compliance
functions under 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 periodically. New
instructions and guidelines issued by the regulatory authorities were disseminated across the
Company to ensure that the business and functional units function within the boundaries set up
by the regulators and that the compliance risks are suitably monitored and mitigated in the course
of their activities and processes.

The Company complied with the applicable Secretarial Standard issued by the Institute of Company
Secretaries of India read with the MCA circulars issued from time to time.

22. CEO / CFO CERTIFICATION

The required certificate under Regulation 17(8) of the SEBI (LODR) Regulations, 2015 signed by the
Chairman & Managing Director (CEO) and the Chief Financial Officer (CFO) with regard to the
financial statements and other matters as required by the Listing Regulations. The certificate is
annexed to this report. Annexure - B

They have also provided quarterly certificates on financial results while placing the same before
the Board pursuant to Regulation 33 of the Listing Regulations.

23. CODE OF CONDUCT

The Company has adopted a Code of Conduct for all the employees including the Board Members
and Senior Management Personnel of the Company in accordance with the requirement under
Regulation 17 of the SEBI (LODR) Regulations 2015. The Code of Conduct has been posted on the
website of the Company i.e. https://www.ayokimerchantile.com/

The Code lays down the standard procedure of business conduct which is expected to be followed
by the Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples of the expected behavior from an
employee in a given situation and the reporting structure. Management members are made aware
of the provisions of the Code from time to time.

The Company has obtained confirmations for compliance with the said code from all its Board
members and Senior Management Personnel for the year ending March 31, 2024. The declaration
by the Chairman & Managing Director of the Company confirming the same is annexed to this
report - Annexure - C

24. CORPORATE SOCIAL RESPONSIBILITY POLICY

According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth
of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 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-mentioned criteria therefore the
Company is not required to adopt the CSR Policy or constitute a CSR Committee during the year
under review.

25. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Vigil Mechanism as envisaged in Section 177 (9) 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 the Code of Conduct and Ethics. It also provides 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 the vigil mechanism is
available on the Company''s website.

The Whistle Blower Policy aims to conduct affairs fairly and transparently by adopting the highest
standards of professionalism, honesty, integrity and ethical behaviour. All employees of the
Company are covered under the Whistle Blower Policy.

The brief details about this mechanism may be accessed on the Company''s website at the weblink:
www.avokimerchantile.com.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of
Companies (Accounts) Rules 2014, the Company has in place adequate financial controls
commensurate with its size, scale and complexity of operations regarding its financial statements.
Internal financial controls of the Company are also similarly commensurate. Comprehensive
policies, guidelines and procedures are laid down for all business processes. These have been
designed to provide reasonable assurance about recording and providing reliable financial
information, ensuring integrity in conducting business, accuracy and completeness in maintaining
accounting records and prevention and detection of frauds and errors.

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

During the year, such controls were assessed and no reportable material weaknesses in the design
or operation were observed the Audit Committee of the Board of Directors reviews the adequacy
of internal controls, further, the Audit Committee also monitors the status of management actions
emanating from internal audit reviews.

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

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

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

No such material order has been passed by the Regulators or Court or Tribunals having an adverse
effect on the operation of the Company in future and the going concern status.

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

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended
March 31, 2024 as per the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014.

30. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED
UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

The particular of every contract or arrangement entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including a certain arm''s

length and the ordinary course of transactions under third proviso thereto has been disclosed in
Form no AOC-2.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of
the Company and the web link is www.avokimerchantile.com.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs
of the Company''s operations forms a part of this Annual Report. - Annexure - F

32. CORPORATE GOVERNANCE REPORT

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance
shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth
not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

The paid-up Equity Capital and the Net worth of the company as on the last day of the previous
year i.e., March 31, 2024 was Rupees 24.50 Lakhs and Rupees (39.96) Lakhs respectively which is
below the value as prescribed limit i.e. 10 crores and 25 crores respectively in the relevant
provisions of Regulation 27(2) of the SEBI (Listing Obligations & Disclosures Requirements)
Regulations 2015. Hence Corporate Governance provisions do not apply to the company and it
does not form the part of The Annual Report for the financial year 2023- 24.

33. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all Independent Directors of the
Company in accordance with the provisions of Section 149 (7) of the Companies Act 2013
confirming that they meet the criteria on independence as prescribed under Section 149 (6) of the
Companies Act 2013. There has been no change in the circumstances which may affect their status
as independent Directors during the year. The independent directors have also confirmed
compliance with the provisions of rule 6 of Companies (Appointment and Qualification of
Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of
Independent Directors.

34. STATEMENT REGARDING INDEPENDENT DIRECTORS

With reference to the Rules 8(5)(iiia) of the Companies (Accounts) Rules 2014 and in the opinion
of the Board, there has been no change in the circumstances which may affect their status as

Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and
experience (including proficiency in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.

35. POLICY ON DIRECTORS'' APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS

The Company''s policy on on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under sub-section (3) of section 178 of the Companies Act 2013 is available on the
website of the Company at https://www.ayokimerchantile.com/policy/REMUNERATION
%20POUCY.pdf

36. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014, the necessary disclosures
have been annexed as Annexure - D to the Board''s Report.

37. REPORTING OF FRAUDS BY AUDITORS

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

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. During the Financial Year 2023-24, the Company
has not received any complaints of sexual harassment.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure-E to this
report.

40. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, in relation to financial statements of the Company for the
year ended March 31, 2024, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same;

b. the 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 at March 31, 2024 and of the Loss of the
Company for the year ended March 31, 2024;

c. the Directors 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. the annual accounts / financial statements have been prepared on a ''going concern'' basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

41. ACCEPTANCE OF PUBLIC DEPOSITS

During the FY 2023-24 the Company has not accepted any deposits within the meaning of Section
73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on
account of principal or interest on public deposits was outstanding as on the date of the balance
sheet

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

During the FY 2023-24, there was no such instance.

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

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

44. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule
12 of the Companies (Management and Administration) Rules, 2014, (including any statutory
modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form
No. MGT-7 is displayed on the website of the Company and can be accessed at
https://www.ayokimerchantile.com/annual-report.php.

45. 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 for the shareholders, consumers, and banks for their continued
support.

By Order of the Board of Directors By Order of the Board of Directors

For WARDWIZARD HEALTHCARE LIMITED For WARDWIZARD HEALTHCARE LIMITED

(Formerly known as Ayoki Mercantile Limited) (Formerly known as Ayoki Mercantile Limited)

SD/- SD/-

GAURAV JAYANT GUPTE YATIN SANJAY GUPTE

CHAIRMAN & MANAGING DIRECTOR NON-EXECUTIVE NON-INDEPENDENT DIRECTOR

DIN:06741475 DIN: 07261150

Date: AUGUST 29, 2024 Place: VADODARA

1

Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the
Stakeholders Relationship Committee in the Board Meeting held on February 29, 2024 in reference
to the resignation of Mr. Kamal Ashwinbhai Lalani from the Company

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the audited accounts of the Company for the financial year ended on 31st March, 2014.

FINANCIAL PERFORMANCE: (Rs. in Lacs) PARTICULARS 2013-2014 2012-2013

Gross income 2.11 1.83

Net profit before tax 0.55 (1.37)

Provision for tax 0.06 NIL

Net profit after tax 0,49 (0.37)

DIVIDEND:

Your Board of Directors has not recommended any dividend for the year.

DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2014. There were no unclaimed or unpaid deposits as on 31st March, 2014.

DIRECTORS:

Mr. Kalachand Mukherjee (DIN - 03413917), retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

Mr. Abhik Kumar Dutt (DIN - 00590507) , retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

AUDITORS AND AUDIT REPORT

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment, given their written consent and certificate in terms of Section 139 (1) of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rule, 2014.

The observations of the Auditors read with Notes on Accounts are self-explanatory and do not warrant any further clarifications or comment.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of three non-executive Directors namely Mr. Subir Kumar Dutta, Mr. Parthasarathi Bhattacharya and Mr. Kalachand Mukherjee.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT. 1956:

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

For and on Behalf of the Board of Directors

CHAIRMAN

Place: Mumbai Date: 12th August, 2014

---

Mar 31, 2013

To, The Members of Ayoki Merchantile Limited

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited accounts of the Company for the financial year ended on 31st March, 2013.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

PARTICULARS 2012-2013 2011-2012

Gross income 1.83 1.80

Net profit before tax (0.37) (1.73)

Provision for tax NIL NIL

Net profit after tax (0.37) (1-73)

DIVIDEND:

Your Board of Directors has not recommended any dividend for the year.

DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2013. There were no unclaimed or unpaid deposits as on 31st March, 2013.

DIRECTORS:

Mr. Subir Kumar Dutta, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

Mr. Kumud Bhattacharjee, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT. 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217f2A OF THE COMPANIES ACT. 1956:

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.



For and on Behalf of the Board of Directors



CHAIRMAN

Place: Mumbai

Date: 13th August, 2013

---

Mar 31, 2012

To, The Members of Ayoki Mercantile Limited

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts of the Company for the financial year on 31st March, 2012.

FINANCIAL PERFORMANCE:

(Rs. in Lacs) PARTICULARS 2011-2012 2010-2011

Gross income 1.79 3.11

Net profit before tax (1.73) (3.94)

Provision for tax NIL 0.01

Net profit after tax (1.73) (3.95)

REVIEW OF OPERATIONS:

During the year under review, the total income of the company is Rs. 1.79 Lacs as compared to previous year income of Rs.3.11 Lacs and the company has incurred a net loss of Rs. 1.73 Lacs compared to the Loss of the previous year of Rs. 3.95 Lacs.

DIVIDEND:

Your Board of Directors has not recommended any dividend for this year.

DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2012. There were no unclaimed or unpaid deposits as on 31st March, 2012.

DIRECTORS:

Mr. Suhas Gawali, resigned from the directorship of the Company w.e.f. 7th February, 2012.

Mr. Abhik Kumar Dutt, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AAT OF THE COMPANIES ACT. 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made' judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A' OF THE COMPANIES ACT. 1956:

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

For and on Behalf of the Board of Directors

Sd/- Sd/- Director Director

Place: Mumbai

Date: 31st August, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited accounts of the Company for the financial year on 31st March, 2010.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

PARTICULARS 2009-2010 2008-2009

Gross income 2.57 4.74

Net profit before tax (2.5) 1.44

Provision for tax 0.20 0.46

Net profit after tax (2.70) 0.98

REVIEW OF OPERATIONS:

During the year under review, the total income of the company is Rs. 2.57 Lacs as compared to previous year income of Rs.4.74 Lacs and the company has incurred a net loss of Rs. 2.70 Lacs compared to the profit of the previous year of Rs. 1.44 Lacs.

DIVIDEND:

Your Board of Directors has not recommended any dividend for this year.

DEPOSITS :

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2010. There were no unclaimed or unpaid deposits as on 31st March, 2010.

DIRECTORS:

During the year under review Mr. Rameshchandra C Shah, Mr. Suhas Gawali and Mr. Vishal Thakkar were appointed as Additional Directors in Non-Executive and Independent capacity with effect from 3rd July, 2010. In accordance with the provisions of the Companies Act, 1956, Mr. Rameshchandra C Shah, Mr. Suhas Gawali and Mr. Vishal Thakkar, in their capacity as Additional Directors, cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment as Directors.

Mr. L N Krishnan and Mr. Vinay Bachhuka have resigned from the position of Directorship of the Company w.e.f 3rd July, 2010. The Board records its appreciation of the contributions made by Mr. L N Krishnan and Mr. Vinay Bachhuka during their tenure Director of the Company.

Mr. Surarn Venkateswara Rao and Mr. Kunjankumar Bhargavkumar Kesari were appointed as Directors of the Company w.e.f from 10th August, 2011 in terms of Section 255 of the Companies Act, 1956 and Regulation 12 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and other applicable provisions.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mahesh Kothari, is liable to retire by rotation and is eligible for reappointment.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383 A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

AUDITORS:

The Company has received a letter from M/s. Sanjay Sharma & Co., Chartered Accountants, expressing their unwillingness to be re-appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company for conducting audit for the financial year ended 31st March, 2011.

Hence, the Board of Directors of the Company have proposed to appoint M/s. J. B. Dudhela & Co, Chartered Accountants as the Statutory Auditors of the Company, in place of Sanjay Sharma &Co.

A certificate pursuant to the provisions of Section 224 (IB) of the Companies Act, 1956 has been received from M/s. J. B. Dudhela & Co, Chartered Accountants, stating their eligibility and consent for being appointed as the Statutory Auditor of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217QA) OF THE COMPANIES ACT, 1956:

The Company had no employee during the year ended 31st March 2010. Hence, the statement of particulars of employees as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Suram V. Rao Rameshandra C Shah

Director Director

Place: Mumbai

Date : 06-10-2010