Wherrelz IT Solutions Ltd

To,

The Members,

WHERRELZ IT SOLUTION LIMITED

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.

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

(Amount In Lacs.)

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.

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.

there is no change in its nature of business of Company during the year under review.

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

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

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.

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

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.

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.

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.

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.

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

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.

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:

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.

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

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.

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.

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

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.

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 NonIndependent Directors, Chairman of the Board and the Board as a whole.

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.

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.

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

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.

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.

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.

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

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.

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.

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.

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.

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

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.

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.

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

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.

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 NonExecutive Director of the Company on 22nd December2023.

5. Change in Designation of Mrs. Sumanlata Dhareshwar from Whole-Time Director to NonExecutive 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 202324. 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.

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.

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.

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.

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.

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.

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.

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.