Wardwizard Healthcare 42nd AGM Notice with Key Resolutions

AGM Details

The 42nd Annual General Meeting is scheduled to be held on Wednesday, September 30, 2026 at 15:00 P.M. (IST) through Video Conferencing/Other Audio-Visual Means. The cut-off date for determining member eligibility is Monday, September 21, 2026.

Remote E-Voting Schedule

• Commencement: September 27, 2026 at 9:00 a.m. IST
• Conclusion: September 29, 2026 at 5:00 p.m. IST

Ordinary Business Items

Item 1: Adoption of Financial Statements

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

Item 2: Reappointment of Director

To appoint Mr. Yatin Sanjay Gupte (DIN: 07261150) who retires by rotation as Non-Executive Non-Independent Director. He currently holds 90,750 shares (37.04% shareholding).

Special Business Items

Item 3: Regularization of Statutory Auditor

Appointment of M/s. MGSA & COMPANY, Chartered Accountants (FRN: 022481C) to fill casual vacancy caused by resignation of previous auditor M/s. Mahesh Udhwani & Associates (FRN: 129738W). They were appointed by the Board on July 16, 2026. Remuneration: ₹2,20,000 per annum plus applicable GST and out-of-pocket expenses.

Item 4: Appointment of Statutory Auditor for 5 Years

Appointment of M/s. MGSA & COMPANY, Chartered Accountants (FRN: 022481C) as Statutory Auditors from conclusion of 42nd AGM till conclusion of 47th AGM (5 consecutive years). Remuneration: ₹2,20,000 per annum plus applicable GST and out-of-pocket expenses.

Item 5: Appointment of Whole-Time Director

Appointment of Mr. Yuvraj Priyadarshi (DIN: 08055832) as Whole-Time Director for 5 years effective September 30, 2026. He was appointed as Additional Executive Director on March 23, 2026 and as CEO on November 14, 2025. Remuneration to continue as per CEO terms.

Item 6: Appointment of Independent Director

Appointment of Ms. Sathi Kundu (DIN: 10837461) as Non-Executive Independent Director for 5 years from August 31, 2026 to August 30, 2031. She was appointed as Additional Director on August 31, 2026. She holds no shares in the company.

Item 7: Increase in Authorized Share Capital

Increase authorized share capital from ₹7,50,00,000 (75,00,000 equity shares of ₹10 each) to ₹25,00,00,000 (2,50,00,000 equity shares of ₹10 each). Consequential amendment to Clause V of Memorandum of Association.

Item 8: Preferential Issue of Convertible Warrants

Issue of up to 1,25,00,000 fully convertible warrants at ₹10 per warrant aggregating ₹12,50,00,000. Each warrant convertible into 1 equity share of ₹10 each within 18 months from allotment.

Allottees and Allocation:

• Yatin Sanjay Gupte (Promoter): 52,00,000 warrants (₹5.20 crore)
• Sheetal Mandar Bhalerao (Promoter): 18,00,000 warrants (₹1.80 crore)
• 16 other non-promoter allottees: 55,00,000 warrants (₹5.50 crore)

Payment Terms: 25% payable on allotment, balance 75% payable on conversion

Utilization of Proceeds:

• Investment in promoter group companies: ₹8.00 crore
• Working capital requirements: ₹1.375 crore
• General corporate purposes: ₹3.125 crore

Lock-in: As per SEBI ICDR Regulations

Valuation: Price determined by CMA Suman Kumar Verma, IBBI Registered Valuer (Registration No. IBBI/RV/05/2019/12376)

Item 9: Related Party Transactions

Approval for material related party transactions with Wardwizard Medicare Private Limited (WMPL) for aggregate value not exceeding ₹50 crore between 42nd AGM and 43rd AGM. Transactions include loans, advances, purchase of goods, consulting services, and rent/lease expenses.

WMPL is a promoter group company holding 27,932 shares (11.40% shareholding). Provisional financials of WMPL for FY 2025-26 show turnover of ₹7.8971 crore, networth of (₹59.7685 crore) [negative], and loss of (₹12.4251 crore).

Financial Impact

• Preferential issue: ₹12.50 crore capital infusion
• Auditor remuneration: ₹2,20,000 p.a. plus GST
• Related party transactions: Up to ₹50 crore exposure
• Capital increase: From ₹7.5 crore to ₹25 crore authorized capital

Capital Structure Impact

Post preferential issue (assuming full conversion):

• Promoter holding: From 74.08% to 56.35%
• Public holding: From 25.92% to 43.65%
• Total shares: From 24,50,000 to 1,27,45,000

Voting Arrangements

E-voting through NSDL platform. Physical attendance dispensed with due to virtual meeting. Scrutinizer: Mr. Kamal Lalani, Practicing Company Secretary (FCS no. F13814).

Documents Available

Notice and Annual Report available on company website: https://wardwizardhealthcare.com/ and BSE website: https://www.bseindia.com