Wherrelz IT Solutions Ltd Directors Report

To, The Members,

WHERRELZ IT SOLUTION LIMITED

Your directors have pleasure in submitting their 11 th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 st March, 2025.

FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under: Standalone Financials:

(Amount In Lacs.)

PARTICULARS	Standalone Financials
	2024-25	2023-24
Income from operations	1071.76	863.31
Other Income	0.03	11.07
Total revenue	1071.79	874.38
Total Expenses	1966.11	864.92
Prior Period Adjustment	0	0
Pro it before tax	-894.32	9.46
Current Tax	0	0
Prior Period Tax Charge	0	0
Deferred Tax Charge	0.44	-0.31
Pro it from Continuing Operations after Tax (PAT)	-893.88	9.77
Other Comprehensive Income/ (Loss), Net of tax	0	0
Total Comprehensive Income for the FY	-893.88	9.77

BUSINESS OPERATION:

During the year under the review, the Company has increased its turnover and however marked net loss due to inancial performance. Your directors are expecting robust growth in near future. The Gross income from operations of your Company is Rs. 10,71,76,140/- as against Rs. 8,74,37,790/- in the previous year. The net pro it/(loss) after tax for the year under review is Rs. (8,93,88,580) as against Rs. 9,75,570/- in the previous year.

DIVIDEND

The Board of Directors did not recommend any dividend for the year under review due to net loss of Company, however Directors ensure for better performance and good result in the near future of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY: there is no change in its nature of business of Company during the year under review.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred its pro its into Reserves & Surplus Account during the year under review.

ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT 7 has been uploaded on the website of Company and web link of the same is http://wherrelzit.com/

NUMBER OF BOARD MEETINGS/ COMMITTEE/ SHAREHOLDERS MEETINGS CONDUCTED DURING THE YEAR:

During the year ended March 31, 2025, the Board met 4 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the Act ). Required quorum was present throughout each meeting as per the requirement of the said Act.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

- Uma Chidambaram Krishnan, Non-Executive, Independent Director (Chairman);

- Rishi Dharampal Aggarwal, Non-Executive, Independent Director (Member);

- Pankaj Saxena, Managing Director (Member)

The scope of Audit Committee shall include but shall not be restricted to the following:

- Oversight of the Issuer s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

- Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

- Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

- Reviewing, with the management, the annual financial statements before submission to the Board for approval, with reference to

- Matters required to be included in the Director s Responsibility Statement to be included in the Board s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements.

- Disclosure of any related party transactions.

- Qualifications in the draft audit report.

- Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

- Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

- Review and monitor the auditor s independence and performance, and effectiveness of audit process.

- Approval or any subsequent modification of transactions of the Company with related parties.

- Scrutiny of inter-corporate loans and investments.

- Valuation of undertakings or assets of the Company, wherever it is necessary;

- Evaluation of internal financial controls and risk management systems;

- Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

- Discussion with internal auditors any significant findings and follow up there on.

- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

- To review the functioning of the Whistle Blower mechanism.

- Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term related party transactions shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the companies Act, the said audit committee shall have such additional functions / features as is contained in this clause.

The Audit Committee enjoys following powers:

- To investigate any activity within its terms of reference.

- To seek information from any employee.

- To obtain outside legal or other professional advice.

- To secure attendance of outsiders with relevant expertise if it considers necessary.

- The audit committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee.

The Audit Committee shall mandatorily review the following information:

- Management discussion and analysis of financial condition and results of operations;

- Statement of significant related party transactions (as defined by the audit committee), submitted by management;

- Management letters / letters of internal control weaknesses issued by the statutory auditors;

- Internal audit reports relating to internal control weaknesses; and

- The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

- The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

Meeting of Audit Committee and Relevant Quorum:

The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

The Chairman of the committee must attend the Annual General Meetings of the Company to provide clari ications on matters relating to the audit.

During the year under review, the Company held 4 (four) Audit Committee meetings.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013.

Composition of the Committee:

- Rishi Dharampal Aggarwal, Non-Executive, Independent Director (Chairman);

- Uma Chidambaram Krishnan, Non-Executive, Independent Director (Member);

- Nitesh Pratapray Mehta, Non-Executive, Independent Director (Member)

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of Independent Directors and the Board;

- Devising a policy on Board diversity;

- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 2 (Two) Nomination and Remuneration Committee meetings.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013.

Composition of the Committee:

- Nitesh Mehta, Non-Executive, Independent Director (Chariman)

- Rishi Dharampal Aggarwal, Non-Executive, Independent Director (Member)

- Chaitanya Bharat Dhareshwar, Managing Director (Member)

This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:

Allotment and listing of our shares in future.

Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certi icates;

Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures; Reference to statutory and regulatory authorities regarding investor grievances; To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

Meeting of Stakeholder s Relationship Committee and Relevant Quorum:

The stakeholder s Relationship committee shall meet once in a year. The quorum for a meeting of the Stakeholder s Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.

SHAREHOLDER S MEETING:

General		Type of
Meeting Date	Business Transacted in the Meeting Adop on of Annual Accounts Appointment of Statutory Auditor Increase in the Authorized Share Capital and Consequent Alteration of Memorandum of Association To set the borrowing limits of the company Authorization to advance loan, give guarantee or provide security in connection with loan under Section 185	Meeting
30/09/2024	AGM Authorizing increase in limits applicable for making investments/ extending loans and giving guarantees or providing securities in connection with loans to Persons/ Bodies Corporate To amend the Articles of Association (AOA) of the Company Appointment of Mr. Nitesh Mehta (DIN: 09555034) as an Independent Director. Regularization of Mr. Rajendra Ratigiri Aparnathi from Additional Director (Executive) to Executive Director of the company
	Rati ication of earlier resolution of Increase in the Authorized
	Share Capital and Consequent Alteration of Memorandum of
	Association.
		POSTAL
17/01/2025	To modify the terms of loan agreement by adding the clause,
		BALLOT
	containing an option to convert loan into shares in the company
	Amendment in object clause of the memorandum of association of
	the company
To change registered of ice of the company from one city to
another within the same state

INTERNAL COMPLAINT COMMITTEE:

Pursuant to the provision Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( Act ), the Company has constituted Internal Complaint Committee. Further Company has zero tolerance for sexual harassment for women at workplace. During the inancial year 2024-25, the Company has not received any complaints on sexual harassment and hence no complaint remains pending as on 31 st March, 2025.

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 14 th November, 2024.

DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria o f independence as laid down under Section 149(6) of the Companies Act, 2013.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ HOLDING COMPANY:

Company did not have any Joint Venture or Holding or subsidiary Company.

CHANGES IN SHARE CAPITAL:

During the year under review, there is no change in the share capital of Company.

DIRECTORS S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors of the company con irms that- In the preparation of the annual accounts for the year ended 31st March, 2025, the Company has followed the applicable accounting standards and there are no material departures from the same. Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company as at 31st March 2025 and of the Pro it of the Company for year ended on that date.

The Directors have taken proper and suf icient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities have been taken.

The Directors have prepared Annual Accounts on a Going Concern basis.

They have laid down internal inancial controls to be followed by the Company and such internal inancial controls are adequate and operating effectively; The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance o f N on-Independent Directors, Chairman of the Board and the Board as a whole.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their speci ied securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.