(Formerly Known as TRAVELS & RENTALS PRIVATE LIMITED)

Your directors have pleasure in presenting their Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the period ended 31st March, 2024.

FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures are given hereunder

STATEMENT OF COMPANY'S AFFAIR AND FUTURE OUTLOOK

The turnover/revenue for the financial year ended on March 31, 2024, was Rs 803.54 lacs as compared to Rs 579.06 Lacs in the immediately previous year. During the year under review, the Company has reported a Net Profit of Rs 296.55 lacs as compared to net profit of Rs 154.61 lacs in the previous year.

The company despite many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit (After Tax) figures. The management is of the opinion that in the coming future as the overall situation seems to be to be improving and Directors are optimistic about Company’s business and hopeful of better performance with increased revenue in next year.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there has been no change in the nature of business of the Company.

DIVIDEND

The Company has not declared any dividend during the Financial Year under consideration, as the company wants to preserve the financial resources for future expansion.

AMOUNTS TRANSFERRED TO RESERVES

Amount of Rs 330.30 lacs has been transferred from Surplus in Profit & Loss Account to General Reserve during the previous year.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 125(2) of companies Act, 2013 do not apply as there was no dividend declared and paid earlier year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:

The events after the date of Financial Statement are:

1. The status of the Company has been converted from Private Limited Company to Public Limited Company w.e.f. 5 ^th April 2024.

2. The Company has adopted new set of Articles of Association of the Company as per Companies Act, 2013 in substitution of old Articles of Association on 12^th January 2024.

3. The Company has passed special resolution on 8^th April 2024 to approve the Initial Public Offering (IPO) of 30,60,000 equity shares of face value of Rs. 10/- each at an issue price of Rs. 40/- per equity share including a premium of Rs. 30/- per equity share.

SHARE CAPITALa) Authorized Capital:

The Authorized Share Capital of the Company is Rs. 10,00,00,000 as stated below:

*The Authorised Share Capital of the Company is increased from 10.00 Crores to 12.00 Crores w.e.f. 08^th April 2024.b) Issued, Subscribed & Paid - up Capital:

As on March 31, 2024, the paid-up Share Capital of the Company was Rs. 8,14,26,850/- bifurcated as stated below:

The Company has issued Bonus shares of Rs 5,02,97,750/- divided into 50,29,775 shares of Rs 10/-each on 10^th December 2023.

Thereafter, Company has made preferential allotment of Rs 1,10,10,000/- divided into 11,01,000 shares of Rs 10/- each on 26^th December 2023.

c) Sweat Equity Shares

The Company has not issued any kind of sweat equity shares during the financial year under review.

d) Employees Stock Option Plan

The Company has not issued any kind of security(s) under Employee Stock Option Plan during the financial year under review.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the year under consideration, neither any company became nor ceased to be a subsidiary/ joint venture/ associate of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments 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 this report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 in the year under review.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) impacting the going concern’s status and Companies operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The Company had documented a comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with the policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitates effective compliance as per relevant provisions of the Companies Act, 2013 and other applicable law(s) and provisions.

EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92(3) read with Section 134 of the Companies Act, 2013, the Annual Return of the Company is available on the website of the company at www.travelsandrentals.in

NUMBER OF BOARD MEETINGS

The Board of Directors duly met Twelve (12) times during the year under review and in respect of such meetings, the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013, any notification or circular issued under the Act from time to time and SS-1 issued by The Institute of Company Secretaries of India.

During the financial year under review, the Company had 12 (Twelve) Board meetings as follows:

Further, there were no committees of the Board of Directors of the Company during the financial year 2023-24.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

There were no loans, guarantees or investments made by the Company during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable.

Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

STATUTORY AUDITORS AND THEIR REPORT

The existing Statutory Auditors M/s. D.S. Ahmed & Associates have resigned vide letter dated 12^th March, 2024, which was accepted and taken on record with effect from 12^th March, 2024.

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and on the recommendation made by the Board of Directors at its meeting held on 13th March, 2024, M/s Dokania S. Kumar & Co, Chartered Accountants, (Firm Registration No. 322919E), were appointed as statutory auditor of the company for the financial year 2023-24, to fill casual vacancy caused by resignation of M/s D. S. Ahmed & Associates, Chartered Accountants.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and on the recommendation of the Board, M/s. Dokania S. Kumar & Co, Chartered Accountants, (Firm Registration No. 322919E) were re-appointed as the Statutory Auditors of the Company from the conclusion of the Annual General Meeting held in the year 2024 till the conclusion of Annual General Meeting to be held in the year 2029.

Further, the report of the Statutory Auditors does not contain any qualification or adverse remark hence it does not require any clarification or explanation of the board. Furthermore, the notes to account for the financial statements are self-explanatory.

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

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as follows:

A. Conservation of Energy, Technology Absorption

The Company being in the Travel and Tourism Industry, its activities do not involve any expenditure on Technology and Research and Development, therefore, the particulars in the Companies (Accounts) Rules, 2014, as amended, in respect of Conservation of Energy and Technology Absorption is not applicable to the Company.

Further, the Company is not energy intensive. However, the Company takes every effort to ensure optimum use of energy by using energy- efficient LED Lightings, Air Conditioners, etc.

B. Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: Rs 143.68 lacs Foreign Exchange Expenditure: Rs 122.77 lacs DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Note:

1. During the year under review, Mrs. Anupama Singhi (DIN: 01804785) was appointed as Non-Executive Director of the Company w.e.f. 13^th December, 2023.

2. During the year under review, Mr. Sailendra Das (DIN: 10469280) and Mrs. Ballari Bhattachraya (DIN: 10476614) were appointed as Independent Directors of the Company w.e.f. 26^th March 2024.

3. Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Tushar Singhi, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as a Director of the Company.

4. During the year under review, Mr. Sayad Aziz Ahmad was appointed as Chief Financial Officer (CFO) w.e.f 13 ^th March, 2024 and Mrs. Jaya Jain was appointed as Company Secretary w.e.f. 08 ^th December, 2023.

5. None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company’s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities. The Company circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time and the Company conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.

DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

Your company has paid remuneration as per the provisions of Rule 5(2) ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

RISK MANAGEMENT POLICY

Risk can be viewed as a combination of the probability of an event occurring, the impact of its consequence and the current mitigation effectiveness. Events with a negative impact represent risks that can prevent value creation or erode existing value.

The Risk Management Policy of the Group states the framework comprising of Risk Management Objectives, Organization Structure and Activities to be performed. A Multi-Layered Risk Management Framework aims at effectively mitigating various risks to which the business is exposed. Ensuring that risks are considered in all decision-making processes and there is an adherence to the mitigation plans developed for each one of them. Risk Management comprises of activities covering Risk Identification, Risk Assessment, Risk Response, Risk Monitoring and Risk Reporting.

The Risk Management Plan identifies and assesses the risk areas, monitor and report compliance and effectiveness of the policy. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk plan defines the risk management approach across the Company at various levels including documentation and reporting.

VIGIL MECHANISM/ WHISTLE BLOWER

Your Company does not fall under Section 177(9) of the Companies Act, 2013. Hence, Vigil Mechanism is not applicable on your Company.

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

This policy is applicable to employees, workers, volunteers, probationer and trainees including those on deputation, part time, contract, working as consultants or otherwise (whether in the office premises

or outside while on assignment). This policy shall be a part of the employment contract or terms of engagement of the persons in the above categories.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Any application was not made or any proceeding is not pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

MAINTENANCE OF COST RECORDS

The Board confirms that maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not required by the Company and accordingly, no such records have been made and maintained.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors of the Company confirms that the Company has duly complied with the Secretarial Standards (SS-1 and SS-2) with respect to Board and General Meetings specified by the Institute of Company Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial period ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 as at 31^st March 2024 and of the profit of the Company for that period;

c) The directors had 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 directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, customers and suppliers, among others. The Directors look forward to their continued support in future.