Equity Analysis

Directors Report

    Wise Travel India Ltd
    Industry :  Miscellaneous
    BSE Code
    ISIN Demat
    Book Value()
    92591
    INE623Y01011
    62.8198223
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    WTICAB
    19.09
    423.73
    EPS(TTM)
    Face Value()
    Div & Yield %:
    9.32
    10
    0
     

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting. _

Dear Members,

Notice calling the AGM has been uploaded on the website of the Company at www.wticabs.com. The NoticeYour canDirectorsalso beareaccessedpleased tofrompresent thethis websites15th Annual of theReport Stockof Wise Exchange Travel India i.e. NationalLimited ("the Stock Exchange of India Limited at www.nseindia.com respectively. The AGM Notice is also disseminatedCompany" or "Wti Cabs") along with the audited financial statements (Consolidated and on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting systemStandalone) of the Company for the financial year ended 31st March, 2024. during the AGM) i.e. www.evotingindia.com.FINANCIAL SUMMARY

7. The AGM has been convened through VC/OAVM in compliance with applicable provisions ofThe highlights of the Consolidated and Standalone Financial Statements are detailed hereunder. the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular

The Company's financial performance for the financial year ended 31st March 2024 as compared to

No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020. the previous financial year ended 31st March 2023 is summarised below:

(Amount in Lakhs)

8. In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General

Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after Particulars Standalone Consolidated due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or FY 24 FY 23 FY 24 FY 23

Revenue from 40990.59 24959.87 41059.50 24959.87

2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance

Operations
Other Income 362.46 34.66 349.15 38.16
Total Income 41353.05 24994.53 41408.65 24998.03

Operating Expenses

32097.76 19707.26 32148.50 19707.26

Employees Benefit Expenses

2704.73 2027.78 2734.70 2027.78
Finance Costs 366.50 146.89 366.50 146.89

Depreciation & amortization Expense

1131.02 363.02 1160.30 363.02
Other Expenses 1838.04 1371.03 1886.04 1371.32
Total Expenses 38138.05 23615.98 38296.04 23616.27
Profit/ Loss 3215.00 1378.55 3112.61 1381.77
Before Tax
Current Tax 851.05 348.22 844.24 348.22
Deferred tax -54.07 .38 -54.07 .38

Total Tax Expense

796.97 348.60 790.17 347.84

Profit/ Loss for the Period

2418.03 1029.95 2322.45 1033.17

Financial Performance & Highlights

During the FY 2023-24 (FY24), your Company has shown an increase in total revenue of INR 40,990.59 LakhsRs. as against INR 24959.87 Lakhs in the FY 2022-23 (FY23) on standalone basis. The Company has earned aRs.

net profit of INRRs. 2,418.03 Lakhs as compared to a profit of Rs. 1029.95 Lakhs in the previous year on standalone basis.

Further, During FY 2023-24 (FY24), on consolidated basis, your Company's revenues stood at Rs. 41,059.50 Lakhs as against Rs. 24,959.87 Lakhs in FY 2022-23 (FY23). The Company posted profit after tax of Rs. 2,322.45 Lakhs in FY24 as against profit after tax of Rs. 1,033.17 Lakhs in FY23. The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

Since inception in 2009, the Company has been consistently showing excellent financial performance; registered a healthy revenue CAGR of 37% with a projected 5 year CAGR of over 35-40% fueled by high customer acquisition and retention. Further, Financial projections and plans clearly highlight Wti cabs continued healthy financial outlook.

COMPANY OPERATIONS AND STATE OF AFFAIRS

The company has been incorporated as a Private limited company on April 22nd, 2009 with Pan India Presence, is primarily engaged in providing Car rental services to Corporates & Non-corporates through large fleet and robust technology platform.

Our Company was originally incorporated on April 22, 2009 as "Wise Travel India Private Limited" under the provisions of the Companies Act, 1956 with the Registrar of Companies, NCT of Delhi & Haryana. Subsequently, our Company was converted into Public Limited Company and name of company was changed from "Wise Travel India Private Limited" to "Wise Travel India Limited" vide fresh certificate of incorporation dated September 26, 2023 issued by the Registrar of Companies, Delhi.

The Company has allotted 64,41,000 equity shares, the issue price for the equity shares of face value of Rs. 10/- each was fixed at Rs. 147 per share including a share price premium of Rs. 137 per equity share aggregating to Rs. 94.68 cr to the respective successful applicants through an Initial Public Offer which was opened for subscription on February 12, 2024 and closed on February 14, 2024.The listing and trading approval was received from NSE Emerge on 16th February, 2024 and the Company has been listed on 19th February, 2024.

The Company has incorporated its wholly Owned Subsidiary in Dubai on 13th September, 2023 for self -drive business service to clients.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Company is all set to improve its performance by improving the capacity utilization, increasing revenue, generating better margins and other cost reducing measures. This would help the Company in getting better operational efficiency and value-added services.

One of the most promising car rental companies in India is well poised to capture a larger share of the market. With plans to forge strategic partnerships with leading global car rental brands, the company is set to enhance its international footprint. Currently, it maintains strong relationships with over 600 corporate clients across various industries. Notably, it stands as the first Indian mobility company to expand globally, marking a significant milestone in its growth journey.

WTicabs aims to achieve the continued CAGR of 37% by strategically expanding its operations globally.

WTicabs aims to attain a CAGR of 35-40% through strategic investments, emphasizing Employee Transportation Services, Car Rental Services, and the consolidation of operations in 250+ cities, ultimately establishing a significant global presence.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

SHARE CAPITAL

As on March 31, 2024, the Authorised Share Capital of the Company stood at INR 31,00,00,000/- (Rupees Rs. Thirty-One Crores Only) divided into 3,10,00,000 (Three Crores Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each. Further, the Paid-up Share Capital of the Company stood at Rs. 23,81,18,370/- (Rupees Twenty-Three Crores Eighty One lakhs Eighteen Thousand Three Hundred Seventy Only) divided into 2,38,11,837 (Two Crores Thirty Eight Lakhs Eleven Thousand Eight Hundred Thirty Seven) Equity Shares of Rs. 10/-(Rupees Ten) each.

ALLOTMENT OF EQUITY SHARES UNDER INITIAL PUBLIC OFFERING ("IPO")

During the year under review, The Company has allotted 64,41,000 equity shares, the issue price for the equity shares of face value of Rs. 10/- each was fixed at Rs. 147 per share including a share price premium of Rs. 137 per equity share aggregating to Rs. 94.68 cr to the respective successful applicants through an Initial Public Offer which was opened for subscription on February 12, 2024 and closed on February 14, 2024.The listing and trading approval was received from NSE Emerge on 16th February, 2024 and the Company has been listed on 19th February, 2024.

The equity shares so allotted rank pari-passu with the existing shares of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

As on March 31, 2024, the Company has 01 (One) subsidiary Company "WTI Trading and Mining Ventures" located in Indonesia and there has been no material change in the nature of the business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Further, the Company has incorporated 01 (One) more Wholly owned Subsidiary "WTI Rent A Car LLC" which has marked its international debut in Dubai, underlining its commitment to innovation, customer service, and a greener future for mobility and established as its wholly owned subsidiary providing Self Driving Services to the Clients.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiaries for the financial year ended on 31 March 2024 in Form AOC-1 forms part of this Annual Report as Annexure-1.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at www.wticabs.com

OTHER VENTURES/ASSOCIATES

The Company does not have any associate company, nor has it entered into a joint venture with any other company.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. February 19, 2024 and the Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE Limited. Further, the Company has obtained the listing approval from NSE for listing of 64,41,000 shares (Sixty-Four Lakhs Forty One Thousand) equity shares aggregating upto INR 94,68,27,000 (Rupees Ninety Four Crores Sixty Eight Lakhs Twenty Seven Thousand Only).

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the Company is INE623Y01011.

TRANSFER TO GENERAL RESERVE

The Company has transferred amount Rs. 2418.03 Lakhs to General Reserve Account.

DIVIDEND

In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to propose any dividend for the year under reporting.

DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2024, the Board of Directors of the Company consist of optimum combination of Executive Directors, Non- Executive Director, Independent Directors of the Company.

As on March 31, 2024, the Company has six Directors with an optimum combination of Executive and Non-Executive Directors including one woman director. During the year, below is the composition of the Board of Directors:

Name of the Director/ Designation/Change in Date of Appointment at
KMP Designation Current Designation
Ashok Vashist CEO 04-09-2023
Vivek Laroia Managing Director 13-09-2023
Manish Kumar Sharma Whole-time Director 15-09-2023
Hema Bisht Director 22-04-2009
Minakshi Mahajan Independent Director 13-09-2023
Akhilesh Agarwal Independent Director 13-09-2023
Janardan Prasad Independent Director 15-09-2023
Pandey
Sameep Mittal CFO 06-09-2023
Shivani Rastogi CS 06-09-2023

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 non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management. Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz. Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Company's business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure- 2".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, related party transactions entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are disclosed in the Form AOC-2 attached as the Annexure-3 to this Directors Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to

Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) They 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 at the end of the financial year and of the profit of the Company for that period;

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

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024.

NUMBER OF MEETING OF THE BOARD

Eighteen meetings of the Board were held during the year. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.

SR. No. Date of Board Meeting
1 05-04-2023
2 30-05-2023
3 03-07-2023
4 18-08-2023
5 01-09-2023
6 04-09-2023
7 13-09-2023
8 15-09-2023
9 15-09-2023
10 16-10-2023
11 30-10-2023
12 20-11-2023
13 08-01-2024
14 25-01-2024
15 01-02-2024
16 09-02-2024
17 15-02-2024
18 16-02-2024

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of Non- Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties. Accordingly, all Net income Independent Directors of the Company has conducted a meeting dated February 16, 2024, without presence of non-independent director where they review the performance of all non-independentFar far away, behind the word mountains, far from the director of the Company and the board as a whole, also review the performance of the Chairmancountries Vokalia and Consonantia, there live the blind of the Company and assess the quality, quantity and timeliness of flow of information between thetexts. Separated they live in Bookmarks grove right at

Company management and the Board. the coast of the Semantics, a large language ocean. A $4.500 M small river named Duden ows.

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 Companies Act, 2013 and SEBI Listing Regulations.

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 issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the 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 that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on appointment of directors is available on the Company's website at www.wticabs.com

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed on the Company's website at www.wticabs.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the

Company's existence are very minimal.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with 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 www.wticabs.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, the legal status of the Company is changed from "Private Company" to "Public Company" consequently the name of the Company is changed from "Wise Travel India Private Limited" to "Wise Travel India Limited". Furthermore, the Company has allotted 64,41,000 equity shares, the issue price for the equity shares of face value of Rs. 10/- each was fixed at Rs. 147 per share including a share price premium of Rs. 137 per equity share aggregating to Rs. 94.68 cr. to the respective successful applicants through an Initial Public Offer which was opened for subscription on February 12, 2024 and closed on February 14, 2024.The listing and trading approval was received from NSE Emerge on 16th February, 2024 and the Company has been listed on 19th February, 2024.

COMMITTEES OF BOARD

As per the requirements of the applicable provisions of the applicable laws and regulations, Board Committees has been formed for better corporate governance and accountability. The Company has Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

1. Audit committee:

In the Financial Year 2023-24, Audit Committee meetings and member's attendance at the meeting are as follow:

Sr. No. Date of Audit Committee Meeting

Members present at Meeting
1. 30.10.2023 3
2. 20.11.2023 3
3. 16.02.2024 3

2. Nomination and Remuneration Committee:

In the Financial Year 2023-24, Nomination and Remuneration Committee meeting and member's attendance at the meeting are as follow:

Sr. No. Date of Nomination and Remuneration Committee Meeting

Members present at Meeting
1. 16.02.2024 3

3. Stakeholder Relationship Committee:

In the Financial Year 2023-24, Stakeholder Relationship Committee meetings and attendance in the meeting was as follow:

Sr. No. Date of Stakeholder Relationship Committee Meeting

Members present at Meeting
1. 30.10.2023 3
2. 20.11.2023 3
3. 16.02.2023 3

CORPORATE SOCIAL RESPONSIBILITY

WTI' CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the

Company's website at www.wticabs.com.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

DETAILS OF FRAUD AS PER AUDITOR'S REPORT

There is no fraud in the Company during the financial year ended on 31.03.2024.

AUDITORS' APPOINTMENT

During the year under review, tenure of M/s BHS & Co. Chartered Accountants shall complete

M/s. BHS AND CO. Chartered Accountant having membership number 094765, were appointed as at the ensuing 15th Annual General Meeting. the Statutory Auditors of the Company for term of term of 5 (five) consecutive years from conclusion Further, M/s. Raj Gupta & Co. (Chartered Accountants), of the 15th Annual General Meeting until the conclusion (Firm Registration No.of the 20th Annual 000203N General )

Meeting is proposed to be appointed as Statutory Auditors of the Company for a period of five yearsof the Company, to be held for the financial year 2028-29, at such remuneration as may be starting from Financial Year 2024-25 and that they shall hold office from the conclusion of 15determined by the Board of Directors. th Annual General Meeting (AGM) until the conclusion of 20 th Annual General Meeting of the Company to be held after this Annual General Meeting i.e. for the Financial Year 2028-29.

AUDITOR'S REPORT

The statutory auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

AUDIT OBSERVATIONS

Auditor's observations are suitably explained in notes to the accounts and are self – explanatory.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sheetal, Practicing Company Secretary (Membership No.10780, CP No. 15204) was appointed as the secretarial auditor of the Company for the financial year 2023-24. The Secretarial Audit Report in Form MR-3 for the financial year 2023-24 is annexed to this Directors' Report as ‘Annexure-5'. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

INTERNAL AUDIT

Internal Audit is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.

M/s.M/s. SanjaySanjay DodrajkaDodrajka andand Associates,Associates, CharteredChartered Accountants, Accountants, NewNew Delhi,Delhi, (Registration(Registration No.No.

019147N) 019147N) was appointed as the Internal Auditors of the Company for the F.Y. 2024-2025be and is hereby authorized as the Internal Auditors of the Company for the F.Y. 2024-2025

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Audit report forming part of Financial Statements.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return for FY2024, which will be filed with Registrar of

Companies/MCA, is uploaded on the Company's website and can be accessed at www.wticabs.com

DISCLOSURE ABOUT COST AUDIT

The provision of maintenance of cost audit records and filing the same is not applicable to the Company.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS–1) and General Meetings (SS–2) issued by the Institute of Companies Secretaries of India.

DISCLOSURES OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS/SWEAT EQUITY SHARES & EMPLOYEES STOCK OPTION SCHEME

The Company is not required to disclose the details as required under Chapter IV of the Companies Act, 2013 [i.e., Section 43 reach with Rule 4(4), Section 54 reach with Rule 8(13) & Section 62 reach with Rule 12(9)] as the Company has not allotted:

Equity Shares with differential voting rights; Sweat Equity Shares; &

Equity Shares under Employee Stock Option Scheme.

MANAGERIAL REMUNERATION

The directors are withdrawing remuneration in directors Capacity for the company within the specified provision as per the act. The details of the remuneration withdrawal is provided in the financial statements annexed with the Audit Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at 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 (‘PoSH Act') and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

Internal Complaints Committee (‘ICC') is in place to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of ICC under the PoSH Act.

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

During the year under review, no complaints were received under the policy for prevention,

PARTICULARS OF EMPLOYEES

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors' Report as ‘Annexure-6'.

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, as amended, forms part of this Directors' Report.

DETAILS OF APPLICATION/ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 Neither any application was made nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2023-24.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VERIFICATION DONE AT THE TIME OF SETTELEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTIUTIONS ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement during the year under review, no disclosure is required in this regard.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company www.wticabs.com. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

ACKNOWLEDGMENTS

The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the WTI family.

Internal Complaints Committee (‘ICC') is in place to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of ICC under the PoSH Act.

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

During the year under review, no complaints were received under the policy for prevention, prohibition & redressal of sexual harassment of women at workplace.

For and on behalf of the Board
Wise Travel India Limited

 

Sd/- Sd/-
Vivek Laroia Manish Kumar Sharma
Managing Director Whole Time Director
DIN: 02534740 DIN: 07541303

 

Date: 29-08-2024
Place: Delhi