Your directors are pleased to present this 16^th (Sixteenth] Annual Report of Wise Travel India Limited
(Formerly Wise Travel India Private Limited] along with the audited financial statements ofthe Company
for the financial year ended 31^st March, 2025.

The consolidated performance of the Company and its subsidiaries has been referred to wherever
required.

1. FINANCIAL SUMMARY

The highlights ofthe Consolidated and Standalone Financial Statements are detailed hereunder.

The Company's financial performance for the financial year ended 31st March, 2025 as compared to the
previous financial year ended 31st March 2024 is summarised below:

During the FY 2024-25 (FY25], your Company has shown an increase in total revenue of INR 52591.76 Lakhs
as against INR 40990.59 Lakhs in the FY 2023-24 (FY24] on standalone basis. The Company has earned a net
profit of INR 2212.91 Lakhs as compared to a profit of INR 2475.33 Lakhs in the previous year on standalone
basis.

Further, During FY 2024-25 (FY25], on consolidated basis, your Company s revenues stood at Rs. 54858.90
Lakhs as against Rs. 41,059.50 Lakhs in FY 2023-24 (FY24]. The Company posted profit after tax of Rs.
2334.62 Lakhs in FY25 as against profit after tax of Rs.2379.75 Lakhs in FY24. The Company will continue to
pursue expansion 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.

2. COMPANY OPERATIONS AND STATE OF AFFAIRS

WTiCabs, also known as Wise Travel India Limited [Formerly Wise Travel India Private Limited), embarked
on its journey in 2009 with a vision to transform urban mobility across India. Founded with the aim to provide
efficient workplace commute solutions for corporates, WTiCabs quickly established itself as a leader in the
field of corporate car rentals & employee transportation. The range of services includes car rental (luxury
cars, rentals, coaches, SUVs, Sedans, etc) end-to-end employee transport solutions, flexible fixed/monthly
rental plans, airport counters, fleet management, mobility services for MICE, cutting-edge mobility tech
solutions, project mobility solutions, strategic consulting and advisory on mobility, and community commute.
We offer transport solutions across 130 Indian cities. The company operates in all the major cities in India.

The company with Pan India and Global Presence is primarily engaged in providing Car rental services to
Corporates & Non-corporates through large fleet and robust technology platform.

The Company has incorporated its wholly Owned Subsidiary WTI Mobility UK Limited in London, Wales
United Kingdom on 30^th September, 2024 for self -drive business service to clients.

3. 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 650 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.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. TRANSFER TO GENERAL RESERVE

The Company has transferred amount 2212.91 Lakhs to General Reserve Account.

6. 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.

7. SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital of the Company stood at INR 31,00,00,000/- (Rupees
Thirty-One Crores Only) divided into 3,10,00,000 (Three Crores Ten Lakhs) Equity Shares of INR 10/-
(Rupees Ten) each. Further, the Paid-up Share Capital of the Company stood at INR 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
INR 10/- (Rupees Ten) each.

8. DETAILS OF SIIBSIDIARY/IOINT VENTIIRES/ASSOCIATE COMPANY

As on March 31, 2025, the Company has 04 (Four) Wholly Owned Subsidiary Company.

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
https://www.wticabs.com/

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

9. 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 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 Non¬
Executive 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:

a) Change in Directors and Key Managerial Personnel during the Financial Year 2024-25:

During the year under review, there has been no change in the Director of the Company. The present
directors and kev managerial nersonnel of the comnanv 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.

b) Retirement bv rotation

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.

c) Disclosure of Interest in other concerns:

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.

d) Declaration bv 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.

e) Board Evaluation

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.

10. 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.

11. 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.

12. NUMBER OF MEETING OF THE BOARD. MEMBERS AND COMMITTEE THEREOF

a) Board of Directors

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 27¬
09-2024 at the Registered Office of the Company.

b) Audit committee:

Composition, Meetings and Attendance during the Financial Year

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 member’s attendance at the meeting are as
follow:

b) Nomination and Remuneration Committee:

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 member’s
attendance at the meeting are as follow:

c) Stakeholder Relationship Committee:

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:

d) Corporate Social Responsibility Committee

The current members of the CSR Committee are as follows:

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

14. 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 https://www.wticabs.com/

15. AUDITORS

a) Statutory Auditors

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.

b) Statutory Auditor’s Report

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.

c) Secretarial Auditor

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.

d) Secretarial Auditor’s Report

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’.

e) Internal Auditor

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.

16. 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.

17. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

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.

18. 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.

19. 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.

20. 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 FY2025, which will be filed with Registrar of
Companies/MCA, is uploaded on the Company's website and can be accessed at https: //www. wticabs.com

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

22. 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.

23. 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.

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.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION.
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.

25. 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 2025.

26. 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.

27. 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.

28. DEPOSITS

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.

29. 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.

30. 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.

31. MEETING OF INDEPENDENT DIRECTORS

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.

32. INVESTOR EDUCATIONAND PROTECTION FUND

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

33. 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 there has been no any such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations in future:

34. DETAILS OF FRAUD AS PER AUDITOR S REPORT

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

35. COST AUDIT

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

36. DISCLOSURES OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS/SWEAT EQUITY SHARES &
EMPLOYEE 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.

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

38. 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 2024-25.

39. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT. 1961

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.

40. ACKNOWLEDGMENTS

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.

For and on behalf of the Board

Wise Travel India Limited

(Formerly Wise Travel India Private Limited)

Vivek Laroia Manish Kumar Sharma

Managing Director Whole Time Director

DIN: 02534740 DIN:07541303

Date: 29-08-2025
Place: Delhi