Wardwizard Foods AGM Notice FY26 with RPT Approvals

Meeting Details

• Date: Monday, 28th September, 2026
• Time: 01:00 PM (IST)
• Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)
• Record Date: Monday, 21st September, 2026

Ordinary Business Items

Item 1: Adoption of Audited Financial Statements

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2026, together with reports of the Board of Directors and Auditors thereon.

Item 2: Appointment of Director Retiring by Rotation

To appoint Mr. Sanjay Mahadev Gupte (DIN: 08286993) as Non-Executive Non-Independent Director who retires by rotation.\

Details:\

• Date of First Appointment: 21st May, 2022\
• Age: 74 years (DOB: 1st December, 1952)\
• Qualification: National Apprenticeship Certificate in Machinist\
• Experience: Over 50 years in engineering field\
• Shareholding: Nil in own name, son holds 6,29,52,106 shares\
• Directorships: Wardwizard Innovations & Mobility Limited\
• Committee Memberships: Stakeholder Relationship Committee (Member) in Wardwizard Innovations & Mobility Limited; Nomination and Remuneration Committee (Member) in Wardwizard Foods & Beverages Limited\
• Relationship: Father of Mr. Yatin Gupte, Director of the Company\
• Meetings Attended: 6 Board Meetings during the year

Item 3: Appointment of Statutory Auditor to Fill Casual Vacancy

To appoint M/s. Arun Ratnawat & Associates, Chartered Accountants (Firm Registration No. 010664C) as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s Mahesh Udhwani & Associates, Chartered Accountants (Firm Registration No. 129738W).\

Tenure: Until conclusion of this AGM\

Remuneration: To be fixed by Board of Directors

Item 4: Appointment of Statutory Auditor and Fixation of Remuneration

To appoint M/s. Arun Ratnawat & Associates, Chartered Accountants (Firm Registration No. 010664C) as Statutory Auditors for first term of five consecutive years, commencing from conclusion of this AGM until conclusion of AGM in 2031.\

Remuneration: To be determined by Board of Directors in consultation with auditors

Special Business Items

Item 5: Continuation of Director Beyond Age 75

Special resolution for continuation of Mr. Sanjay Mahadev Gupte (DIN: 08286993) as Non-Executive Director upon attaining age of 75 years on 01 December, 2027.\

Rationale: Valuable knowledge, experience and contribution to Company affairs\

Requirement: Pursuant to Regulation 17(1A) of SEBI LODR Regulations

Material Related Party Transactions (Items 6-13)

The Company seeks approval for material related party transactions aggregating ₹195 crore with eight related parties for FY 2026-27:

Item 6: Wardwizard Solutions India Private Limited

• Maximum Value: ₹80,00,00,000 (₹80 crore)
• Relationship: Common directors (Mr. Yatin Sanjay Gupte & Mr. Sanjay Gupte), Promoter group
• Previous FY Transactions: ₹4.03 crore (FY 2024-25)
• Current FY Transactions: ₹1.98 crore (Apr-Jun 2026)
• Nature: Trading of e-bikes, spare parts, aviation services, electronic products

Item 7: I Secure Credit & Capital Services Limited

• Maximum Value: ₹10,00,00,000 (₹10 crore)
• Relationship: Entities over which directors have significant influence/control
• Previous FY Transactions: ₹0.94 crore (FY 2025-26)
• Nature: Non-Banking Financial Company

Item 8: Mangalam Industrial Finance Limited

• Maximum Value: ₹25,00,00,000 (₹25 crore)
• Relationship: Common director (Mr. Yatin Sanjay Gupte), common promoter (Wardwizard Solution Private Limited)
• Previous FY Transactions: ₹27.11 crore (FY 2025-26)
• Current FY Transactions: ₹0.0051 crore (Apr-Jun 2026)
• Nature: Non-Banking Financial Company

Item 9: Wardwizard Innovations & Mobility Limited

• Maximum Value: ₹10,00,00,000 (₹10 crore)
• Relationship: Common directors (Mr. Yatin Sanjay Gupte, Mr. Sanjay Gupte, Ms. Sheetal Bhalerao), common promoter
• Previous FY Transactions: ₹0.05 crore (FY 2025-26)
• Nature: Electric mobility solutions

Item 10: Wardwizard Medicare Private Limited

• Maximum Value: ₹20,00,00,000 (₹20 crore)
• Relationship: Common director (Mr. Yatin Sanjay Gupte)
• Previous FY Transactions: ₹9.08 crore (FY 2024-25)
• Current FY Transactions: ₹1.22 crore (Apr-Jun 2026)
• Nature: Healthcare & Medicare services, trading of medicines

Item 11: Wardwizard Healthcare Limited

• Maximum Value: ₹20,00,00,000 (₹20 crore)
• Relationship: Common director (Mr. Yatin Gupte), common promoters (Ms. Sheetal Bhalerao, Wardwizard Solution Private Limited)
• Previous FY Transactions: None
• Nature: Medicare and healthcare services, trading of medicines

Item 12: Mrs. Sheetal Mandar Bhalerao

• Maximum Value: ₹10,00,00,000 (₹10 crore)
• Relationship: Director and Promoter of the Company
• Previous FY Transactions: ₹0.60 crore (FY 2025-26)
• Current FY Transactions: ₹0.15 crore (Apr-Jun 2026)
• Nature: Consultancy services, director services

Item 13: Mr. Yatin Sanjay Gupte

• Maximum Value: ₹10,00,00,000 (₹10 crore)
• Relationship: Director and Promoter of the Company
• Previous FY Transactions: ₹0.34 crore (FY 2025-26)
• Current FY Transactions: ₹0.0945 crore (Apr-Jun 2026)
• Nature: Consultancy services, trademark usage

Financial Impact

• Material RPTs aggregate ₹195 crore for FY 2026-27
• All transactions proposed to be at arm's length basis in ordinary course of business
• Financial impact quantified for each related party transaction

Governance Aspects

• Audit Committee reviewed and approved all RPTs on 01-Sep-2026
• Board of Directors recommended all resolutions on 01-Sep-2026
• Related parties shall not vote on RPT resolutions as per SEBI Listing Regulations

Additional Information

• Corporate Office: 418, GIDC Estate, POR, Ramangamadi, Vadodara-391243
• Company Secretary: Bindu Patidar
• RTA: Purva Sharegistry (India) Pvt. Ltd., Mumbai
• E-voting Provider: National Securities Depository Limited (NSDL)