As on: Oct 23, 2026 10:42 PM
Director's Report
For the financial year ended 31 March 2026
Dear Members,
Your directors are pleased to present this 17th (Seventeenth) Annual Report of Wise Travel India Limited along with the audited financial statements of the Company for the financial year ended 31st March, 2026.
The consolidated performance of the Company and its subsidiaries have been referred to wherever required.
01. Financial summary
The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.
The Company's financial performance for the financial year ended 31st March, 2026 as compared to the previous financial year ended 31st March 2025 is summarized below:
Particulars
Standalone
Consolidated
Revenue from Operations
Other Income
Total Income
Operating Expenses
Employees Benefit Expenses
Finance Costs
Depreciation & amortization Expense
Other Expenses
Total Expenses
Profit/ Loss Before Tax
Current Tax
Deferred tax
Total Tax Expense
Profit/ Loss for the Period
During the FY 2025-26 (FY26), your Company has shown an increase in total revenue of INR 73,093.96 Lakhs as against INR 52591.76 Lakhs in the FY 2024-25 (FY25) on standalone basis. The Company has earned a net profit of INR 3,049.62 Lakhs as compared to a profit of INR 2212.91 Lakhs in the previous year on standalone basis.
Further, During FY 2025-26 (FY26), on consolidated basis, your Company's revenues stood at Rs. 82,652.62 Lakhs as against Rs. 54858.90 Lakhs in FY 2024-25 (FY25). The Company posted profit after tax of Rs. 2946.92 Lakhs in FY26 as against profit after tax of Rs.2334.61 Lakhs in FY25. 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.
02. Company operations and state of affairs
Wise Travel India Limited (WTiCabs) commenced its journey in 2009 with a vision to transform urban mobility and provide reliable, efficient and technology-enabled transportation solutions across India. Over the years, the Company has established itself as a prominent player in the corporate car rental and employee transportation segment, catering to the evolving mobility requirements of corporate and non-corporate clients.
The Company offers a comprehensive portfolio of mobility solutions, including corporate car rentals comprising luxury cars, sedans, SUVs, coaches and other vehicle categories; end-to-end employee transportation services; fixed and monthly rental solutions; airport mobility services; fleet management; MICE mobility solutions; technology-driven mobility solutions; project-based transportation solutions; strategic mobility consulting and advisory services; and community commute solutions.
During the year, the Company continued to strengthen and expand its operational footprint, with its services spanning more than 250 cities across India and an expanding international presence in Dubai and UK. The Company operates a fleet network of more than 14,500 vehicles and serves 800+ clients across diverse industries and business segments. Its 24x7 customer support and call centre further enables the Company to provide continuous assistance and responsive service to its customers.
WTiCabs provides dedicated and customized fleet solutions designed to meet the diverse and evolving mobility requirements of businesses. The Company's technology-enabled platform, extensive fleet network and operational capabilities enable it to deliver seamless, scalable and cost-effective mobility solutions.
With a continued focus on service excellence, operational efficiency, technology adoption and customer-centricity, the Company remains committed to strengthening its position as a trusted mobility partner and creating sustainable value for its customers and stakeholders.
03. 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.
The Company remains focused on delivering Client-centric, SLA-governed mobility services backed by integrated Business Continuity Planning (BCP) to ensure reliability, resilience, and zero-disruption operations. Deliver customized, SLA-driven mobility solutions for corporate and retail clients with measurable performance outcomes. Structured governance model with strict SLA adherence, proactive CRM engagement, and human-centric service design ensuring accountability and consistency. Core Objective Governance & SLA Compliance Real-time fleet intelligence, active monitoring, and rapid issue resolution. Strong safety architecture with enhanced protocols prioritizing women's safety.
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.
04. Change in the nature of business
There is no change in the nature of business of the Company.
05. Transfer to general reserve
The Company has transferred amount Rs. 3049.62 Lakhs to General Reserve Account.
06. 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.
07. Transfer of unclaimed dividend to investor education and protection fund
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
08. Share capital
As on March 31,2026, 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.
09. Changes in issued, subscribed and paid-up share capital during the financial year
There has been no Change in the subscribed, Paid Up Share Capital during the Financial Year.
10. Alteration of MoA
During the financial year 2025-26, the Memorandum of Association ("MOA") of the Company was altered pursuant to the approval accorded by the shareholders at the Annual General Meeting ("AGM") held on 25th September, 2025.
The alteration was made by insertion of a new object under Clause III (A) (17) of the MOA enabling the Company to undertake, carry on, enter into agreements, contracts, arrangements or promote the business of providing transport facilities, including renting and leasing of equipment, renting and leasing by running buses, omnibuses, taxi-cabs, cars, motor lorries, motor trunks, vans, jeeps and vehicles of all types used for this purpose in urban as well as rural areas of the State or at such place or places as may from time to time be thought fit for individuals, groups, organizations and corporate clients, with or without drivers, on such terms and conditions as may be agreed upon, as well as managing, maintaining and repairing the fleet of vehicles used for such purposes.
11. Alteration of AoA
No changes were made to the Company's Articles of Association (AOA) during FY 2025-26.
12. Details of subsidiary/joint ventures/associate company
As on March 31,2026, the Company has 04 (Four) Wholly Owned Subsidiary Company.
Name of Subsidiary
Country
WTI Fleet Providers Private Limited
India
WTI Rent A CAR LLC
Dubai
PT WTI Trading and Mining Ventures
Indonesia (Liquidated w.e.f. 20-10-2025)
WTI Mobility UK Ltd.
UK
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 2026 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.
13. 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 31,2026, the Company has six Directors with an optimum combination of Executive and Non-Executive Directors being 2 Executive and 4 Non-executive Director two 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 2025-26
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:
Name of the Director/ KMP
DIN
Designation/Change in Designation
Date of Appointment at Current Designation
Ashok Vashist
???????64q
CEO
04-09-2023
Vivek Laroia
02534740
Managing Director
13-09-2023
Manish Kumar Sharma
07541303
Whole-time Director
27-02-2025
Hema Bisht
02534803
Director
22-04-2009
Minakshi Mahajan
10307235
Independent Director
Akhilesh Agarwal
00918838
Janardan Prasad Pandey
06523687
15-09-2023
Sameep Mittal
*******01N
CFO
06-09-2023
Shivani Rastogi
*******90k
CS
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 Independent 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 by rotation
Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Vivek Laroia, (DIN: 02534740) Director, being longest in the office retires by rotation and being eligible to get re-appointed as 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 2025-26. 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 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.
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.
Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). peer evaluation of all Board members, annual performance evaluation of their own performance, as well as the evaluation of the work of Board's Committees was undertaken.
The following evaluation process were as follows:
Evaluation Criteria
The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.
Performance Evaluation of the individual directors including Independent Director
The evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each director was satisfactory.
Board of Directors
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.
Performance Evaluation of the Committee
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings etc.
Outcome of Evaluation
Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.
14. Policy on Directors' appointment and remuneration and other details
The Company's policy on appointment of directors and 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.
The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel while making the selection of the candidates. Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company at www.wticabs.com.
15. 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.
16. Number of meeting of the board, members and committee thereof
a) Board of Directors
During the Financial Year 2025-26 the Board of Directors duly met 5 Times. 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
20-05-2025
2
29-08-2025
3
14-11-2025
4
27-01-2026
5
18-02-2026
The previous 16th Annual General Meeting of the Company for the financial year 2024-2025 was held on 25-09-2025 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, 2026, the Audit Committee comprised of 3 (three) members with 2 (two) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director.
Sr. no. Name of Directors
Category in Committee
1. Mr. Janardan Prasad Pandey
Chairman
2. Ms. Minakshi Mahajan
Member
3. Mr. Vivek Laroia
In the Financial Year 2025-26, Audit Committee meetings and member's attendance at the meeting are as follow:
Sr. No.
Date of Audit Committee Meeting
1.
2.
3.
4.
26-01-2026
c) 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.
Sr. No. Name of Directors
1. Mr. Akhilesh Agarwal
2. Mr. Janardan Prasad Pandey
3. Ms. Hema Bisht
In the Financial Year 2025-26, Nomination and Remuneration Committee meeting and member's attendance at the meeting are as follow:
Sr. No. Date of Nomination and Remuneration Committee Meeting
1. 14-11-2025
2. 27-01-2026
d) Stakeholder Relationship Committee
A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.
1. Ms. Minakshi Mahajan
3. Mr. Akhilesh Agarwal
Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31st March, 2026.
In the Financial Year 2025-26, Stakeholder Relationship Committee meetings and attendance in the meeting was as follow:
Sr. No. Date of Stakeholder Relationship Committee Meeting
1. 27-01-2026
e) Corporate Social Responsibility Committee
The current members of the CSR Committee are as follows:
Sr. No. Name of Director
Designation/Nature of Directorship
1. Mr. Vivek Laroia
2. Mr. Manish Kumar Sharma
Whole Time Director
3. Ms. Minakshi Mahajan
17. 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.
Your directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:
a) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
d) The Audit Committee reviews adherence to internal control systems and internal audit reports. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.
18. 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/
Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.
No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2025-26.
There were no instances of reporting under the Whistle Blower.
19. 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 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting of the Company, to be held for the financial year 2028-29, at such remuneration as 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 2025-26 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, had approved the appointment of Sheetal & Company, Practicing 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, being duly approved at AGM held on 25th September, 2025.
d) Secretarial Auditor's Report
The Secretarial Audit Report for the Financial Year 2025-26 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. 25-26.
20. Statement concerning development and implementation of risk management policy of the company
The Company has Risk Management policy, pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy for identifying, evaluating, monitoring, and mitigating various risks that may affect the business and operations of the Company.
21. 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.
22. 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.
23. Corporate social responsibility
WTi's 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.
24. Weblink of annual return
Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Company has placed a copy of draft annual return as on 31st March, 2026 on its website at https://www.wticabs.com.
25. 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".
26. SEBI complaints redressal system (SCORES)
The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.
27. 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.
28. 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
The Company received a Final Order dated 17th August, 2026 from the National Stock Exchange of India Limited (NSE) in relation to the levy of a penalty for non-compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the submission of the Audit Report for the financial year ended 31st March, 2026, wherein the Company had submitted the Limited Review Report.
The Company had submitted a waiver application in respect of the said penalty. The waiver application was not accepted by the NSE and accordingly, the Company has paid the applicable penalty of Rs. 1,45,000/- plus applicable Goods and Services Tax (GST) to the NSE.
The matter was procedural in nature and has since been duly complied with. Accordingly, there are no outstanding amounts payable by the Company in respect of the said penalty.
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 and the amount has been fully utilized.
29. 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. The policy can be accessed at
www.wticabs.com
Composition of ICC -
Designation
Name
Presiding Officer
Ms. Hema Bisht
Ms. Shivani Rastogi
Mr. Neelakantan Kushal
External Member
Ms. Nishtha Kaura
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. Further, there has not been any compliants received during the year under review.
30. 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 2026.
31. 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.
32. 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.
33. Deposits
The Company has not invited/accepted any deposits from the public during the year ended March 31, 2026. Further, there were no unclaimed or unpaid deposits as on March 31, 2026.
34. Details of difference between amount of the verification done at the time of settlement and the valuation done while taking loan from the banks or financial institutions 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.
35. 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.
36. 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 27, 2026 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.
37. Familiarisation program for independent directors
The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, updates and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters, and Corporate Social Responsibility initiatives of the Company. The details of familiarization programs provided to the Directors of the Company is available on the website of the Company at www.wticabs.com.
38. Investor education and 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.
39. 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.
40. Details of fraud as per Auditor's report
Pursuant to Section 134(3) (ca) of the Companies Act, 2013 no fraud has been reported in the Company during the financial year ended on 31.03.2026.
41. Website
The Company has developed and maintained its fully functional website: www.wticabs.com which has been designed to exhibit the detailed information on the Company's business. The website carries a comprehensive database of information of the Company from investor's perspective too. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, and also the non-mandatory information of investors' interest / knowledge has been duly provided on the website of the Company.
42. Cost audit
The provisions pertaining to maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.
43. Prevention of insider trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code is displayed on the Company's website at www.wticabs.com.
44. 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.
45. Managerial remuneration
The details of remuneration paid to the Directors and Key Managerial Personnel of the Company during the financial year ended 31 March 2026, as required under the applicable provisions of the Companies Act, 2013 and the rules made thereunder, are provided in Annexure-6 to this Report and in the Notes to the Financial Statements.
46. 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 2025-26.
47. 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.
48. Employee demographics disclosure
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender wise composition of its workforce as on the March 31,2026.
Gender
Male Employees
Female Employees
Transgender Employees
Total
The above figures include all permanent employees of the Company as on the year-end. This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
49. Listing and depository fees
Your Company has paid Annual Listing fees for the financial year 2025-2026 to NSE according to the prescribed norms and regulations.
50. Management discussion and analysis report
The Management A's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as A "Annexure AA".
51. CEO/CFO certification
Pursuant to Regulation 33(2)(a) of SEBI LODR, Regulations, 2015, the Certificate duly signed by Mr. Ashok Vashist, Chief Executive Officer, Mr. Sameep Mittal, Chief Financial Officer (CFO) of the Company certifying that: the Financial Results for the half year and year ended 31st March, 2026 do not contain any false or misleading statement or figures and do not omit nay material fact which may make the statements or figures contained therein misleading was placed before the Board of Directors along with the Audited Financial Statements for the year ended on March 31,2026, at its meeting held on 29th May, 2026.
52. 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
Sd/-
Date: 26th August 2026
Place: New Delhi
DIN:02534740
DIN: 07541303
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