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ISIN: INE623Y01011INDUSTRY: Travel Agen. / Tourism Deve. / Amusement Park

NSE   ` 145.50   Open: 146.80   Today's Range 141.15
149.00
-3.20 ( -2.20 %) Prev Close: 148.70 52 Week Range 125.50
342.95
Year End :2024-03 

Your Directors are pleased to present this 15th Annua l Report of Wise Travel Ind ia Limited ("the Company" or "Wti Cabs") along with the audited financial statements (Consolidated and Standalone) of the Company for the financial year ended 31st March, 2024.

FINANCIAL. S UMMARY

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company's financial performance for the financial year ended 31st March 2024 as compared to the previous financial year ended 31st Maroh 2023 is summarised below:

(Amount in Lakhs)

Particulars

Standalone

Consolidated

FY 24

FY 23

FY 24

FY

Revenue from Operations

40d90.59

24959.87

41009.50

24959.87

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 Before Tax

3215.00

1378.55

3112.61

1381.77

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 Ns.40,990.59 Lakhs as against Ns. 24959.87 Lakhs in the FY2022-23 (4Y23) on standalone basis. The Company has earned a

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

Further, puring pY 2023-24 (FY24), on consolidated basis, your Company's revenues stood at Rs. 41,059.50 Lakhs sr against 0s. 24,959.8S Lakhs in CO 2022-S3 (FYS3). The Comcciey posted profit afrer tas if Rs.

2,3(2.42 LakhoinFY24 su against prefif rfPer Laa ot RF.l,L2n.(7 Lakhr in F223. The Company will continue to pursue ehpansio n in thn domastic market, ta achieve sustained and protftablr grovFth.

Since inception in 2009, the Company has been consistently showing excellent financial performance; registered a healthy revenre CAGR oC 37% with a projected 5 year CAGS of sver 35-4S% fueled Icy high customer acquitition and retentios. Furthsr, 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 & Ron-corporates through .arge fleet and tobusf 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, RCT 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 RSE 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. Rotably, 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 Rs. 31,00,00,000/- (Rupees 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 INI TIAL 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 Offerwhich wps opened for sebsaripti on o n Februa ry 12, 2024 and clo seR on February 14, 2024.The listing and trading approval was receivhd from RSE Emerge on 16th hebruary, 2024 and the Company has beee listed on 1pth FeRruary, R024.

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

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company sire in dematerialized form with either of the depositoreo viz NSDL and CDSL. The ISIN No. allotted to t hie Company is INE623Y01011.

TRANSFER TO GENERAL RES ERVE

The Company has transferred am ount Rs. 2418.03 La kh s to General Reserve Account.

DIVIDEND

In view of current and expected foreseeable grow(4 opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to pro pose any divi dend for the year under rep orting.

DEPOSITS

The Company has not invitnd/adcected any deposits from the publin dur ing the year ended Mdrch 31, 2024. The re were no unclaimed or unpaid feposits as on March 31, 2024.

CORPORATE GOVERNANCE

The Company is li sted on SME Emerge Platform of NSE , by virt ue of Regulation 15 of Listi ng Regulation the compliaece with the corporate governance provisions as specified in R egulation 1o, 17A, 18,1 9,20, 21,

22, 23, 24, 24A, 25, 26, 27 clausas (s) to (i) and (t) of suit) regulation 2 of Rogulation 46 and Para C, D and E of Sch sCule V of the list) ng reg ulation are not applieable to the Cnmpany. HencSi the Cnt porate Governance Report does not form part of this Annual Ueport.

DIRECTORS AND KEY MANAGERIAL PER SONNEL

Your Company beliefs that a strong Board is imperativa to croate a culture u( leadership to provide a loag-termt vision and poliey approach to improve tVn quality ot governance. As on March 31, 2024, the; Board of Directors of the Company consist of ootimum combination of Executitu Directors, Non- Executicn Director, Independent Directors of1 the Company.

As on Mnrch 31, 2024, the Company has six Directors with an opt ineuim combination of Executite and Non-Executicn Directors incl uding one woman director. Dur ing the year, below is the composition of the Board of Directors:

Name of the; Director/ KMP

Designation/Change in Designation

Date of Appointment at Current Designation

Ashhr Vashist

CEO

04-04-2023

Vivek Lnroia

Managing Director

13-09-2023

Manish Kumar Sharma

Whole-time Director

15-09-2023

Hema Bisht

Director

22-04-2002

Minakshi Mahajan

Independent Director

13-09-2023

Akhilesh Agarwal

Independent Director

13-09-2023

Janardan Prasad Pandey

Independent Director

15-09-2023

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 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-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

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

J.__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

Members present at

Remuneration Committee

Meeting

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

Members present at

Committee Meeting

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 at theensuing 15thAnnualGeneralMeeting.

Further, M/s.RajGupta &Co.(Chartered Accountants), (FirmRegistrationNo. 000203N) isproposedtobeappointed as StatutoryAuditors oftheCompany foraperiod offiveyears starting fromFinancialYear2024-25and that they shall hold office from the conclusion of 15 th Annual General Meeting (AGM) until the conclusion of 20 th Annual General Meeting of the Company to beheld 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. Sanjay Dodrajka and Associates, Chartered Accountants, New Delhi, (Registration No. 019147N) wa s appo inted as the Internal Auditors of the Company for t he 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 whiinh have occcrred betwnen the end of the financ ial year of the Compan y to whic h thie financial statements relate and the dete of the re port.

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, prohibition & redressal of sexual harassment of women at workplace.

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 Dire ctors' 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 Ku mar Sharma

Managing Director Whole Time Director Date: 29-08-2024

DIN: 02534740 DIN: 07541303 Place: Delhi