Your directors have pleasure in submitting their 10^th Annual Report of the Company together with
the Audited Statements of Accounts for the year ended 31^st March, 2024.

FINANCIAL PERFORMANCE:

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

Consolidated & Standalone Financials:

(Amount In Lacs.)

BUSINESS OPERATION:

During the year under the review, the Company has increased its turnover and however marked
net loss due to financial performance. Your directors are expecting robust growth in near future.

The Gross income from operations of your Company is Rs. 863.31 Lakh as against Rs. 58.57Lakh in
the previous year. The net profit/(loss) after tax for the year under review is Rs. 9.76 Lakh as
against Rs. (5.02) Lakh 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 profits 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
https://wherrelz.in/wp-content/uploads/2023/08/Annual-Return-2022- 23.pdf

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

During the year ended March 31, 2024, the Board met 6 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);

Chaitanya Bharat Dhareshwar, 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 clarifications on matters relating to the audit.

During the year under review, the Company held 2 (two) 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);

Navin Mukesh Punjabi, Non-Executive 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 3 (Three) 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:

Navin Mukesh Punjabi, Non-Executive Director (Chairman)

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 certificates;

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:

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 financial year 2023-24, the Company has not received any complaints on sexual
harassment and hence no complaint remains pending as on 31^st March, 2024.

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 14^th November, 2023.

DECLARATION OF THE INDEPENDENT DIRECTORS:

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

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ HOLDING COMPANY:

The Company had a Subsidiary Company namely, Infinity beam IOT Labs Private Limited, However
the Subsidiary Company has been voluntarily strike-off. Now 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 confirms that-

In the preparation of the annual accounts for the year ended 31st March, 2024, 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 2024 and of the Profit of the Company for year ended on that date.

The Directors have taken proper and sufficient 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 financial controls to be followed by the Company and such internal
financial 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 of Non¬
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 specified 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

POLICIES AND DISCLOSURE REQUIREMENTS:

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

Whistle Blower Policy

Archival & Preservation Policy

Code of conduct for Board & Shareholders Meeting

Policy for disclosure of Material Events

Criteria for making payment to non-Executive director

Policy on determination of Material Related Party Transactions
Risk Management Policy

Code of Conduct for prevention of Insider Trading
Code for Independent Directors
Nomination and Remuneration Policy

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company
occurred during the year and between the end of the financial year to which these financial
statements relate and on the date of this report.

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

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

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

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

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

CONSERVATION OF ENERGY:

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

The steps taken or impact on conservation of energy:

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

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

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

The capital investment on energy conservation equipment:

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

The Company is not utilizing any alternate source of energy.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the company have the foreign exchange earnings of Rs.
781.18 Lakh and out go is Rs. 764.75 Lakh

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from
time to time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such as business,
project execution, event, financial, human, environment, and statutory compliance.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31,
2024. Hence, your Company is not required to adopt the CSR Policy or constitute CSR
Committee during the year under review.

DEPOSITS:

The Company has not accepted/renewed any deposits during the year under review.

DETAILS OF DIRECTORS OR KEY MANAGERI AL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation
under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the
Code of Conduct of the Company.

The present Directors of the Company are Mr. Pankaj Narendra Saxena Mr. Chaitanya Bharat
Dhareshwar, Mrs. Sumanlata Dhareshwar, Mr. Rishi Dharampal Aggarwal, Mrs. Uma
Chidambaram Krishnan.

During the year under review, following changes has been made in the Management of
Company:

1. Appointment of Mr. Pankaj Narendra Saxena (Din - 10289985) as an Additional Director
of Company on 22nd December2023.

2. Mr. Rajendrgiri Ratigiri Aparnathi (DIN - 07750766) as an additional director of
company on 22nd December2023.

3. Change in Designation of Mr. Pankaj Narendra Saxena (Din - 10289985) From Additional Director
to Managing Director of the Company on 22nd December2023.

4. Change in Designation of Mr. Chaitanya Bharat Dhareshwar from Managing Director to Non¬
Executive Director of the Company on 22nd December2023.

5. Change in Designation of Mrs. Sumanlata Dhareshwar from Whole-Time Director to Non¬
Executive Director of the Company on 22nd December2023.

6. Resignation of Mr. Navin Mukesh Punjabi from the position of Non-Executive
Independent Director w.e.f. 12^th July 2024.

7. Resignation of Mr. Ramraj Singh Thakur w.e.f. 22^nd December, 2023 from the position of
Company Secretary & Compliance Officer of Company.

8. Appointment of Mr. Sumit Patidar as Secretary & Compliance Officer of Company w.e.f.
13^th March, 2024.

Designations as per details as mentioned below:

AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors)
Rules, 2014, the members of the Company had appointed M/s. B B Gusani & Associates.,
Chartered Accountants (Firm Registration No. 140785W) as the Statutory Auditor by Board of
Director of the company in its meeting held on 08^th April,2024.

The Company has received written confirmation to the effect that they are not disqualified from
acting as the Statutory Auditors of the Company in the terms of provisions of Section 139 and
141 of the Act and rules framed there under.

There is no qualifications, reservations or adverse remarks made by the Statutory Auditor of
Company in their Audit Report for the year under review.

B. INTERNAL AUDITOR:

The Company has appointed M/s. Kedar Laghate & Associates Chartered Accountants (Firm Reg. No
134155W) as an Internal Auditor for conducting the Internal Audit of the Company for F.Y. 2023-24.

C. SECRETARIAL AUDITOR AND THEIR REPORT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed CS Rupal Patel, Company Secretaries, as Secretarial Auditors for the financial year 2023¬
24. The Secretarial Audit Report for the financial year ended March 31, 2024 is set out in Annexure
- II to this Report.

M/s. Dilip Swarnkar & Associates were resigned from the post of secretarial auditor w.e.f. 22^nd
March,2024.

There is no qualifications, reservations or adverse remarks made by the Secretarial Auditor of
Company in their Audit Report for the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes, and procedures for implementing the internal
financial controls across the organization. After considering the framework of existing internal
financial controls and compliance systems; work performed by the Statutory Auditors,
Secretarial Auditors and External Consultants; reviews performed by the Management and
relevant Board Committees including the Audit Committee, the Board is of the opinion that the
Company's internal financial controls with reference to the financial statements were adequate
and effective during the financial year 2023-24.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business and
size and complexity of its operations are in place and have been operating satisfactorily. Internal
control systems comprising of policies and procedures are designed to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic goals, compliance with
policies, procedure, applicable laws and regulations and that all assets and resources are acquired
economically, used efficiently and adequately protected.

COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost
records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit
the cost records of the Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given below.

Ratio of remuneration of each Director to the employees' median remuneration:

* Ramraj Singh Thakur has been resigned w.e.f. 22^nd December, 2023. # Sumit Patidar has appointed w.e.f.
13^th March, 2024.

Percentage increase in the median remuneration of employees in the financial year 2023-24:
4 3.07%. Number of permanent employees on the rolls of the Company as on March 31, 2024: 3
(Three) Employees

Average percentile increase made in the salaries of employees other than key managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration: Median Remuneration of
Employees increased by 43.07% as compare to Remuneration of Directors and Key Managerial
Persons increased by 2.02% in the last financial year due to decreasing the number of
employees of Company for business requirements and market situations.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration
policy of the Company.

There is no employee covered under the provisions of section 197(14) of the Companies Act,
2013.

There was no employee in the Company who drew remuneration of Rs. 1,02,00,000/- per annum
during the period under review. Hence, the Company is not required to disclose any information as
per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

EXPLANATION OF BOARD OF DIRECTOR'S ON AUDITOR'S REPORTS:

Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in
their report for the year under review.

Hence there is no Explanation required for the same.

Secretarial Audit Report

There are certain instances of qualifications or reservation or adverse remarks made by
the Secretarial Auditors in their report for the year under review.

a) The Minutes of the company are not maintained on the minutes paper in accordance with the
provisions of the companies act, 2013 and Secretarial standard -1 as amended from time to time
under review.

b) The company has not maintained the attendance sheet in accordance with the provisions of the
companies act, 2013 and Secretarial standard -1 as amended from time to time under review.

c) The company has complied with regulation 30 of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 during under review except below:

(i) Outcome of the board meeting not submitted within 30 minutes from the conclusion of the said
meeting where change in management takes place and approved by the board.

(ii) Outcome of the board meeting not submitted within 30 minutes from the conclusion of the said
meeting where appointment of company secretary has been taken place and approved by the
board.

(iii) Company has not complied with the regulation 30 read with schedule III of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015 and SEBI circular
cir/cfd/cmd1/114/2019 dated October 18, 2019 against submission of resignation of statutory
auditor of the company.

d) The CIN of the company indicate that company is not listed. However, the Company is listed with
scrip code 543436 on BSE.

e) After the verification of the records, it came to notice that company has a group company named
Wherrelz Corporation incorporated outside India. The company has not disclosed the same to the
any Regulatory authority.

f) Notice pertaining to Trading Window closure for the 1st quarter after listing, was not submitted to
stock exchange and thereby delay in filing of notice of Trading Window closure for the September
Quarter, 2023 has been noticed by us.

g) Company has not uploaded non-applicability of corporate governance report as per regulation 27
of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 for the quarters till
the date of issuance of this report.

h) Company has note filed statement of deviation/ variation in the use of proceeds under regulation
32 of SEBI LODR within prescribed time limit.

i) BSE Limited has imposed fine of Rs. 12980/- as the company did not appoint company secretary
and compliance officer for the quarter ended on 31^st March, 2024 which is in contravention of
section 203 of Companies Act, 2013 and Regulation 6 of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees under Section 143(12) of the Companies
Act, 2013

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transaction on these items during the year under review.

- Details relating to Deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of equity shares (including sweat equity shares) and ESOS to employees of the
Company under any scheme.

- No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.

- There were no instance of non-exercising of voting rights in respect of shares purchased
directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information
has been furnished.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies and other business constituents during the
year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff, resulting in successful performance of the
Company during the year. Your Directors look forward to the continued support of all
stakeholders in the future.

For and on behalf of the Board of
WHERRELZ IT SOLUTIONS LIMITED

Sd/-

PANKAJ NARENDRA SAXENA PLACE: MUMBAI

MANAGING DIRECTOR DATE: 06/09/2024