Wise Travel India Ltd Directors Report

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

Further, Gautam Credits Private Limited, group company has been struck off w.e.f 20* August, 2025

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a longterm vision approach to improve the quality of governance. The Board is duly constituted according to the provisions of the Companies Act, 2013. The Directors on the Board have submitted notice of interest under Section 184(1], intimation under Section 164(2] of the Companies Act, 2013.

As on March 31,2025, the Company has six Directors with an optimum combination of Executive and NonExecutive Directors being 3 Executive and 3 Non-executive Director one of whom is woman director. During the year, below is the composition of the Board of Directors:

During the year under review, there has been no change in the Director of the Company. The present directors and key managerial personnel of the company are as follows:

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.

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Manish Kumar Sharma (DIN: 07541303), Whole Time Director, being longest in the office retires by rotation and being eligible to get re-appointed as Whole Time Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/Interest in other concerns in the prescribed format, for the Financial Years 2024-25. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the act.

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 Companys business.

The Nomination and Remuneration Committee ("NRC Committee") and the Board has adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, 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.

Evaluation of the Performances of the Board and its Committees for the Financial Year 2024-25 has been completed as per the adopted methodology.

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.

During the Financial Year 2024-25 the Board of Directors duly met 8 Times. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.

The previous 15* Annual General Meeting of the Company for the financial year 2023-2024 was held on 2709-2024 at the Registered Office of the Company.

The Board has constituted an Audit Committee in compliance with the provisions of Section 177 of Companies Act, 2013. As on March 31, 2025, the Audit Committee comprised of 3 [three) members with 2 (two) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director.

In the Financial Year 2024-25, Audit Committee meetings and members attendance at the meeting are as follow:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act, 2013.

In the Financial Year 2024-25, Nomination and Remuneration Committee meeting and members attendance at the meeting are as follow:

A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31st March, 2025.

In the Financial Year 2024-25, Stakeholder Relationship Committee meetings and attendance in the meeting was as follow:

The current members of the CSR Committee are as follows:

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control, self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal financial control team.

M/s. Raj Gupta & CO. Chartered Accountants, having Firm Registration Number 000203N, were appointed as the Statutory Auditors of the Company for term of term of 5 (five) consecutive years from conclusion of the 15* Annual General Meeting until the conclusion of the 20^th Annual General Meeting of the Company, to be held for the financial year 2028-29, at such remuneration as maybe determined by the Board of Directors.

There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in its Report for the Financial Year 2024-25 and no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 20, 2025, based on recommendation of the Audit Committee, has approved the appointment of Sheetal & Company, Practising Company Secretaries, a peer reviewed firm (Membership No.10780, CP No. 15204) (Peer review no. 5227 / 2023 ) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

The Secretarial Audit Report for the Financial Year 2024-25 issued by the Secretarial Auditor does not contain any qualification, observation or adverse remark which require any explanation from the Board. The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 is annexed to this Directors Report as ‘Annexure-5.

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) were appointed as Internal Auditors of the Company for the F.Y. 2024-2025.

The Company does not have any Risk Management Policy as the elements of risk threatening the Company"s existence are very minimal.

The Particulars of 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.

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.

WTICSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return for FY2025, which will be filed with Registrar of Companies/MCA, is uploaded on the Companys website and can be accessed at https: //www. wticabs.com

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(3) of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure- 2".

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.

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.

Further, Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus in respect of the IPO of the Company.

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.

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 Companys internal financial controls were adequate and effective during FY 2025.

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.

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.

The Company has not invited/accepted any deposits from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

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

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the Management.

During the year under review, the Independent Directors met on January 17, 2025 inter alia, to:

1.Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into the account of the views of the

Executive and Non- Executive Directors.

3. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it,

the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance. Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.

The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors and their contributions towards the enhancement of operations of the Company.

During the year under review the provisions relating to transfer of funds to Investor education and protection fund does not apply to the Company.

During the year under review there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

There is no fraud in the Company during the financial year ended on 3.03.2025.

During the year under review, the provision for appointment of cost auditor des not arise. Hence, the provision is not applicable to the Company.

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.

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 are provided in the financial statements annexed with the Audit Report.

Neither any application was made nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2024-25.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices.

The Directors thank the Company"s employees, customers, vendors, investors and other Stakeholders 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.