Wherrelz IT Solutions Ltd Management Discussions

The Management Discussion and Analysis Report (MDAR) has been separately furnished as Annexure - I in the Annual Report and forms a part of the Annual Report.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://wherrelzit.in/

- Whistle Blower Policy

- Archival & Preservation Policy

- Code of conduct for Board & Shareholders Meeting

- Policy for disclosure of Material Events

- Criteria for making payment to non-Executive director

- Policy on determination of Material Related Party Transactions

- Risk Management Policy

- Code of Conduct for prevention of Insider Trading

- Code for Independent Directors

- Nomination and Remuneration Policy

COMPANY S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES:

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of Nomination and Remuneration Committee has devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Director s quali ications, positive attributes, independence of Directors and their remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:

The Company did not give Loans, provided Guarantees, and made Investments pertaining to section 186 of Companies Act, 2013 during the inancial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered during the inancial year were on arm s length basis and were in the ordinary course of business. There are no signi icant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential con lict with the interest of the Company at large.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.

MATERIAL CHANGES AND COMMITMENT:

During the year under review, no material changes and commitments affecting the inancial position of the Company occurred during the year and between the end of the inancial year to which these inancial statements relate and on the date of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no any application iled or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The Company did not settle any loan amount with Bank or Financial Institutions during the period under review. Hence the same is not applicable to Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

CONSERVATION OF ENERGY:

- The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

- The steps taken or impact on conservation of energy:

- The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

- The steps taken by the company for utilizing alternate source of energy:

- As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.

- The capital investment on energy conservation equipment:

- The Company has not made any capital investment as it is not required at this stage.

TECHNOLOGY ABSORPTION:

- The Company is not utilizing any alternate source of energy.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the company have the foreign exchange earnings of Rs. 361.76.

MANAGEMENT DISCUSSION & ANALYSIS REPORT INTRODUCTION:

Our Company was originally incorporated as Private Limited Company in the name of Wherrelz IT Solutions Private Limited under the provisions of the Companies Act, 2013 vide Certi icate of Incorporation dated December 19, 2014 bearing Corporate Identi ication Number U74999MH2014PTC260236 issued by the Assistant Registrar of Companies, Maharashtra. Subsequently, our Company was converted into a Public Limited Company pursuant to the special resolution passed by the shareholders at the Extra-Ordinary General Meeting of our Company held on June 05, 2021 and consequent upon conversion the name of our Company was change to Wherrelz IT Solutions Limited vide a fresh certi icate of incorporation dated July 12, 2021 bearing Corporate Identi ication Number U74999MH2014PLC260236 was issued by the Registrar of Companies, Mumbai. Further the Company has issued share pursuant to Initial Public Offer (IPO) and listed on SME platform of BSE LTD on 29 th December, 2021.

INDUSTRY STRUCTURE:

Changing economic and business conditions, rapid technology, innovation and adoption and globalization are creating an increasingly competitive market environment that is driving corporations to transform the manner in which they operate. Companies in this environment are now focusing even more on their business objectives such as revenue growth, pro itability, and asset efficiency.

INVESTMENTS/ DEVELOPMENTS:

We are increasing our reach in the industry by expanding our client base across sectors / verticals. Development of software products aiming at various sectors to improve the depth of our engagement with the industry.

OPPORTUNITIES AND THREATS:

Strength:

Growth in the Indian economy and demand creates unprecedented opportunities for company to invest signi icantly in each of its core businesses. Outlook for the overall industries is positive. In keeping with the philosophy of continuous consumer centric approach which is the hall mark of any organization, several developmental activities have been planned for the next iscal year. Opportunities: Vast Industrial Presence in both Public and Private Sectors Huge demand for Domestic services Avail of Low-cost, Skilled Human Resources. Proactive government continued thrust on reforms- Further liberalization under process. Increasing investment in real assets (Capacity Expanding), In low of FDI (Foreign Direct Investment) across Industrial sector. Threats:

As cyber security threats continue to evolve and become more sophisticated, enterprise IT must remain vigilant when it comes to protecting their data and networks. Further there are global and external factors, changes in Information Technology & Security Laws, tax laws, litigation and signi icant changes in the Global political and economic environment exert tremendous in luence on the performance of the company. The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures.

SEGMENT WISE OR PRODUCT-WISE PERFORMANCE:

The Company is a pioneer in building automation that focused on generating high performance customer self-service experiences to grow revenue with minimal overheads.

Software development: We have seen growth in client base in this segment. New clients that are pioneers in their relevant sector have come onboard, and this will increase.

Digital marketing: A natural need for most organizations, we have seen an increase in clients interested in undertaking outreach / inbound digital marketing.

OTT platform: Our foray into this sector has netted few clients, but since its at an early stage we will continue to persevere and increase our client base.

OUTLOOK:

The Continual growth in the in India sector is necessary to give necessary support to the industry. The company is making all effort to accelerate the growth of its business. It Expect to improve its position in the market by focusing in the technologically advanced and more pro itable Product and market segment and working aggressively in the area of productivity, ef iciency and cost reduction.

RISKS AND CONCERNS:

The industry is exposed to the following risk and concerns: Complex Global Supply-Chain:

Companies have to juggle internal and external resources while staying within international standards. Issues such as traceability and compliance are increasing operational burdens. Uncertain Demand:

Aggregately, economic volatility and cyclical demand cause luctuations in production. On a more granular level, consumer preference can cause spikes in demand for an individual products or company. Ef icient lean capabilities must be in place to keep inventory aligned with demand.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for orderly and ef icient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable inancial information. The ef icacy of the internal checks and control systems is validated by self-audits and internal as well as statutory auditors.