It is with immense pleasure that the Board of Directors of
Wonderla Holidays Limited presents to you the Director’s
Report, alongside the Audited Financial Statements, for
the financial year concluded on March 31, 2025. This
comprehensive report aims to provide you with a transparent
overview of your Company’s operational achievements,
financial performance, and pivotal developments throughout
the past year.

1. Financial Performance & Operational Excellence

While the detailed financial performance is elaborated
in the Audited Financial Statements, key operational
achievements that underscore our commitment are
enumerated below:

For the financial year ended 31^st March 2025, the
Company reported the following results:

• Total footfall stood at 30.49 lakh visitors,
reflecting a 6% decline compared to 32.52 lakhs
in FY24.

• Revenue from Operations stood at 245,857.08
lakhs, compared to 248,304.44 lakhs in the
previous year.

• Total Income was 248,278.11 lakhs, down from
250,602.52 lakhs in FY 2023-24.

• Total Expenses increased to 236,923.09 lakhs,
from 229,470.32 lakhs in the previous year.

• Profit Before Tax (PBT) declined to 211,355.02
lakhs, as against 221,132.20 lakhs in FY 2023¬
24.

• Profit After Tax (PAT) for the year was
210,927.44 lakhs, compared to 215,796.13 lakhs
in the corresponding previous period.

• Basic Earnings Per Share (EPS) stood at 218.61,
down from 227.93 last year.

Awards & Recognition: A Testament to Our
Dedication

The year 2024-25 was marked by significant accolades,
reflecting our relentless pursuit of quality, innovation,
and guest satisfaction across all our parks and resort:

• IAAPI Amusement Expo Triumphs:

o Wonderla Bhubaneswar was honoured

with the award for Innovative Promotional
Activity through Media.

o Wonderla Bengaluru received the award
for Innovative Promotional Activity.

o Wonderla Hyderabad was recognized for

having the Most Innovative Ride.

o Wonderla Hyderabad Park also won an
award for successfully organizing diverse
Events at its facility.

• MKK Nayar Productivity Award 2023:

We were recognized for Best Productivity
Performance in the Service Organization
category.

• Telangana State Tourism Award:

Wonderla Hyderabad Park was awarded as the
Best Innovative Tourism Product in the Tourism
Sector.

• Tripadvisor Travellers’ Choice 2024:

Wonderla Resort earned this prestigious
recognition, a direct reflection of outstanding
guest reviews and satisfaction.

• National Safety Council - Kerala Chapter:

Wonderla Kochi received the Safe Tourist
Destination Award 2024, highlighting our
stringent safety protocols.

• Food Safety and Standards Authority of India
(FSSAI) Recognition:

o We received an ‘Excellence’ Hygiene Rating,
acknowledging our superior practices in
food preparation and handling.

o Wonderla Bhubaneswar was further
honored with an ‘Exemplary’ rating under
the ‘Eat Right Campus’ initiative.

These awards are a testament to the hard work and
dedication of every member of the Wonderla family
and our unwavering commitment to providing world-
class entertainment with uncompromising standards of
safety and hygiene.

2. Capital Structure

We are pleased to report significant changes in the
Company’s capital structure, designed to support our
strategic growth initiatives.

Authorized Share Capital:

The Company’s authorized share capital has been
increased from 260,00,00,000 (Rupees Sixty Crores),
comprising 6,00,00,000 Equity Shares of 210/- each,
to 280,00,00,000 (Rupees Eighty Crores), divided into
8,00,00,000 Equjity Shares of 2 10/- each.

Issued, Subscribed, and Paid-up Share Capital:

Concurrently, the Company’s issued, subscribed,
and paid-up capital increased from 256,57,33,190
(5,65,73,319 Equity Shares of 210 each) to
263,40,87,630 (6,34,08,763 Equity Shares of 210 each).

Stock Price Growth and Market Capitalization:

As of March 31, 2025, the Company’s market
capitalization stood at 24,145.66 Crores, compared to
25,621.69 Crores as of March 31, 2024.

Shareholders’ Equity:

Shareholders’ equity, representing the residual interest
in the Company’s assets after liabilities, stood strong at
21,724 Crores as of March 31, 2025.

Listing of Company’s Securities:

Your Company’s fully paid-up equity shares continue to
be actively listed and traded on both the National Stock
Exchange of India Limited (NSE) and BSE Limited. We
confirm the payment of the annual listing fees to both
Stock Exchanges for the financial year 2024-25.

3. Dividend

The Board is delighted to recommend a dividend of
20% for the financial year ended March 31, 2025. This
translates to a per-share payout of 22.00, representing
a substantial return on the face value of 210 per
share. This recommendation underscores the Board’s
unwavering commitment to rewarding shareholder
loyalty and confidence, reflecting the Company’s
financial health and its dedication to sharing prosperity

with its investors.

Our detailed Dividend Distribution Policy is available
for your reference on the Company’s website: http://
www.wonderla.com/investor-relations/prospectus-
and-policies.html.

4. Qualified Institutions Placement (QIP)

During the year under review, the Company successfully
completed a Qualified Institutions Placement (QIP)
as per the provisions of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, SEBI
(LODR) Regulations, and Sections 42 & 62 of the
Companies Act, 2013.

We issued and allotted 68,35,444 equity shares of face
value 210 each to eligible Qualified Institutional Buyers
at an issue price of 2790.00 per Equity Share (including
a premium of 2780 per Equity Share), aggregating to
a significant 2540 Crores. The proceeds from this QIP
have substantially strengthened our financial position,
providing the necessary flexibility to pursue our
ambitious growth plans. To name a few, the marquee
investors in the QIP include SBI Mutual Fund, Tata
Mutual Fund, Custody Bank Of Japan, LTD. RE: Rb
Amundi India Small Cap Equity Mother Fund Morgan
Stanley Asia (Singapore) PTE etc.,

Utilization of QIP Funds as on March 31, 2025:

5. Directors’ Responsibility Report

Pursuant to the requirements of Section 134 (5) of the
Companies Act, 2013, the Board of your Company
hereby states that:

• In the preparation of annual accounts for the
financial year 2024-25, all applicable accounting
standards have been diligently followed, with
proper explanations provided for any material
departures.

• We have, in consultation with the Statutory
Auditors, selected and consistently applied
appropriate accounting policies. We have made
judgments and estimates that are reasonable and
prudent to present a true and fair view of the

Company’s state of affairs as of March 31, 2025,
and of the profit and loss for the financial year
ended on that date.

• The Board has exercised proper and sufficient
care, to the best of its knowledge and ability,
in maintaining adequate accounting records
in accordance with the provisions of the Act,
safeguarding Company assets, and preventing
and detecting frauds and other irregularities.

• The annual accounts of the Company have been
prepared on a going concern basis.

• We have established internal financial controls
to be followed by the Company and confirm that
such controls are adequate and were operating
effectively.

• We have devised proper systems to ensure
compliance with the provisions of all applicable
laws and confirm that such systems were
adequate and operating effectively.

6. Internal Financial Control Systems and Their
Adequacy

At Wonderla Holidays Limited, delivering joyful
experiences is intrinsically linked with maintaining
rigorous financial discipline and robust governance. As
our business continues to grow in scale and complexity,
we remain steadfast in proactively assessing and
enhancing the design and effectiveness of our Internal
Financial Control Systems (IFCS).

We have established an IFCS aligned with the guidelines
outlined in Section 134(5)(e) of the Companies Act,
2013. We firmly believe that effective IFCS are not
merely about compliance; they are the bedrock of our
long-term success. By safeguarding assets, ensuring
accurate financial reporting and minimizing operational
risks, Wonderla is well-positioned to continue creating
joy for its guests while maintaining a strong financial
footing and fostering stakeholder trust. We recognize
that happy guests and sound finances are key
ingredients for a prosperous future.

Wonderla’s IFCS ensures:

• Accuracy and Reliability in Financial
Reporting: Every transaction, from park entry
to food purchases, is accurately captured to aid
informed decisions by investors, creditors, and
management.

• Efficient Operations: Achieved through
streamlined processes, waste minimization, and
effective detection and prevention of fraudulent
activity, with automated controls monitoring
inventory, cash flow, and spending patterns.

• Asset Safeguarding: Significant physical
assets, including our iconic rollercoasters,
are safeguarded through stringent access
controls, clear segregation of duties, and regular
reconciliations.

• Regulatory Compliance: Consistent adherence
to industry regulations concerning taxes, safety,
and employee welfare is maintained to prevent
fines and reputational damage, with controls
regularly updated to reflect changes.

• Transparency and Trust: Fostered among
stakeholders through effective IFCS and regular
audits, ensuring the provision of reliable financial
information.

• Revenue Controls: Robust controls across
various departments prevent leakage through
secure systems, access control, reconciliations,
cash audits, and data monitoring.

• Expense Controls: Involve stringent procurement,
payroll, and cash management measures,
including competitive bidding, rigorous purchase
approvals, thorough vendor due diligence, and
secure cash handling.

• Effective Information and Communication
Systems: Ensuring that relevant and timely
information is shared across the organization,
enabling informed decisions and effective
performance.

• Proactive Risk Management: Regular risk
assessments are conducted to identify and
mitigate potential risks, thereby ensuring financial
health and operational success.

7. Health & Safety at Wonderla

Wonderla Holidays Limited, India’s premier amusement
park chain, takes immense pride in its unwavering
dedication to safety and hygiene. This commitment
ensures a worry-free environment where guests
can fully enjoy thrilling rides and refreshing water
adventures.

Here’s an insight into our comprehensive approach to
safety:

Ride & Operational Safety: Engineered for Thrills,
Designed for Safety

Every ride at Wonderla is not just a marvel of engineering
but also a testament to our robust safety system.
They are meticulously maintained, and continuously
monitored:

• Daily Multi-Point Ride Inspections: Certified

technicians conduct thorough inspections of

every structure and mechanism each morning

before the park gates open.

• Third-Party Audits: Annual assessments are

carried out by independent, certified engineers,
providing objective validation of our safety

standards.

• Emergency Protocols: Every ride station is
equipped with immediate emergency stop
systems, and our staff are rigorously trained in
shutdown and evacuation procedures.

• Operator Training: Ride operators undergo

extensive training in both routine operation and
emergency scenarios, complemented by regular
refresher programs.

• Boarding Safety: Every restraint is double¬
checked, entry/exit protocols are standardized,
and stations are adequately staffed to prevent
any mishaps.

Park Safety: A Safe Environment, Every Step of the
Way

Our commitment extends beyond rides; safety is
ingrained into every aspect of the park environment:

• Guest Safety Orientation: Visual safety
inductions and trained Guest Relations (GR)
personnel help groups and individuals stay
informed and guided.

• Strategic Security Deployment: Trained security
personnel are strategically stationed at key
locations for real-time hazard detection and
prompt guest assistance.

• Crowd & Capacity Management: We employ
smart queueing systems, real-time occupancy
tracking, and clear sightlines to ensure both
operational efficiency and guest safety.

• Emergency Preparedness: With park-wide
communication systems, clearly mapped
emergency exits, and staff proficient in scenario-
based drills, we are prepared for any situation.

• On-Site Medical Support: First aid stations are
staffed with qualified healthcare personnel and
are seamlessly linked to local emergency services
for swift escalation when needed.

Global-Standard HSE Systems: Integrated Excellence

Wonderla has implemented a fully integrated Health,
Safety, and Environment (HSE) and Integrated
Management System (IMS) framework, benchmarked
against global best practices:

• 100% Compliance: We ensure full adherence
to Government of India and local HSE statutes
across all our sites.

• ISO-Certified Systems: Our Environment and
Safety Management Systems are integrated
across all parks (ISO 45001:2018) and certified
by BVQI.

• Tailor-Made Safety Management Systems:

Designed and implemented in collaboration with
ISO experts, these systems specifically address
the unique operational scope of Wonderla (Scope
I to Scope III).

Proactive Risk Management: Anticipating and
Mitigating

• Risk Assessments: Regular Environment and
Safety Risk Assessments are carried out to
proactively reduce operational hazards.

• Specialized Tools: We utilize industry-

standard methodologies such as HIRA (Hazard
Identification and Risk Assessment), HAZOP,
HAZID, and LOPA to meticulously evaluate every
activity, process, and ride.

• Robust Reporting System: Every near miss,
unsafe act, and minor medical concern is

recorded and promptly addressed through a real¬
time internal reporting mechanism.

• Dedicated Engineering Team: An in-house team
continuously inspects and maintains all ride
systems to the highest possible standards.

• Certified Safety Officers: Dedicated HSE
Managers at each location oversee the effective
implementation of all safety measures.

Hygiene & Sanitation: A Clean and Healthy

Environment

• Food Safety: All food outlets undergo stringent
checks and consistently exceed regulatory
standards. Our staff are thoroughly trained
in hygiene and temperature-controlled food
handling.

• Cleanliness: High-touch surfaces, restrooms, and
common areas are cleaned frequently throughout
the day, ensuring continuous freshness.

• Water Quality Management: Continuous
monitoring and advanced filtration systems
guarantee clean and safe water across all water
rides and facilities.

• Sanitization Stations: Hand sanitizers are
conveniently placed throughout the park for easy
access, and safety gear is regularly sanitized.

• Ventilation Systems: Enclosed attractions
feature well-maintained HVAC systems to ensure
optimal fresh air circulation and air quality.

• Pest & Waste Control: Professional pest control
and sustainable waste management systems are in
place to uphold both hygiene and environmental
goals.

Employee Health & Well-Being: Our People, Our

Priority

We firmly believe that the safety of our guests begins

with the safety and well-being of our employees:

• Regular Medical Checkups: All employees
undergo quarterly medical screenings to ensure
their health.

• Trained and Certified: All staff, from ride

operators to F&B and entertainment personnel,
receive comprehensive training in safety,

customer service, and emergency response.

• Protective Equipment: All employees are

equipped with necessary protective gear and
uniforms, ensuring their safety during duties.

• Wellness Support: Access to healthcare services,
either on-site or through partnerships, extends to
both work-related and general health concerns.

• Culture of Safety: We foster an environment

where every employee is empowered and

encouraged to report potential risks immediately
and confidently.

8. Corporate Governance

Your Company firmly believes that robust corporate
governance reports are far more than a mere compliance
exercise; they serve as a transparent window into our
company practices, showcasing our ethical standards,
clarity in decision-making, and responsible leadership.
This commitment to transparency is instrumental in
building trust with investors, enhancing market valuation,
and effectively mitigating risks. By demonstrating sound
internal controls and comprehensive risk management
strategies, these reports not only ensure regulatory
compliance but also pave the way for continuous
improvement and open communication with all
stakeholders, ultimately safeguarding the Company’s
success and sustainability.

The Corporate Governance Report, along with a
Certificate from the Secretarial Auditor, M/s. Somy
Jacob & Associates, Practising Company Secretaries,
confirming compliance with corporate governance
conditions, is annexed as part of the Corporate
Governance Report.

9. Board Meetings and Composition

Wonderla Holidays Limited operates under a single-tier
Board structure, comprising seven dedicated members.
The Board is led by Mr. Arun K Chittilappilly, who serves
as the Managing Director and Executive Chairman of
the Company. The remaining Board members include
the Non-Executive Vice-Chairman, a Non-Executive
Director, and Independent Directors.

The Board of Directors convened six (6) times during
the financial year under review. The specific dates of
these Board meetings and the attendance record of
each Director are detailed in the Corporate Governance
Report, provided as Annexure - I.

10. Declaration from Independent Directors

All Independent Directors—Ms. Anjali Nair (DIN:
08574898), Mr. K Ullas Kamath (DIN: 00506681),
Mr. Madan Achutha Padaki (DIN: 00213971), and
Mr. Aprameya Radhakrishna (DIN: 3356958) have
provided their declarations to the Company, confirming
that they meet the independence criteria as stipulated
in Section 149(6) of the Companies Act, 2013, Rule
6(3) of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, and Regulation 16(1)(b)
of the SEBI Listing Regulations. Furthermore, each
Independent Director has affirmed their compliance
with the Code of Conduct for Independent Directors,
as prescribed in Schedule IV of the Act. The Board
has duly taken on record these declarations after a
thorough assessment of their veracity.

11. Appointment of Directors and Remuneration Policy

Your Company has established a clear and robust
method for appointing Directors, overseen by the
Nomination and Remuneration Committee. This
committee is responsible for identifying individuals

who possess integrity, relevant expertise, significant
experience, and strong leadership qualities suitable for
a directorial role. The committee rigorously ensures
that each selected candidate fulfills all specified
criteria related to qualifications, positive attributes,
independence, age, and any other requirements
outlined in the Companies Act, Listing Regulations, or
other pertinent laws.

The Company’s Nomination and Remuneration Policy
is formulated in accordance with Section 178 of the
Companies Act, 2013. This policy has been suitably
amended to allow for the payment of remuneration to
Non-Executive Directors and Independent Directors
even in instances of loss or inadequacy of profits, in
line with the amended provisions of Schedule V of the
Companies Act, 2013. The complete policy is accessible
on the Company’s website: http://www.wonderla.com/
investor-relations/prospectus-and-policies.html.

During the year under review, significant changes
occurred in the Board composition:

• Mr. Aprameya Radhakrishna was appointed as
an Independent Director, effective February 1,
2025.

• Ms. Anjali Nair was reappointed as an Independent
Director for an additional term of five years,
effective April 1, 2025.

• Mr. Arun K Chittilappilly was re-designated as
Managing Director and Executive Chairman,
effective January 27, 2025.

• Mr. M. Ramachandran completed his tenure as an
Independent Director and ceased to be a Director
of the Company, effective November 15, 2024.

12. Evaluation of Board, Committees, Individual
Directors, and Chairman

A comprehensive evaluation of the Board, its
Committees, individual Directors, and the Chairman
for FY 2024-25 was conducted in compliance with
the provisions of the Companies Act, 2013, and the
Listing Regulations. For this crucial process, an external
independent firm with specialized expertise in this field
was engaged.

An online questionnaire method was utilized for the
evaluation, based on criteria meticulously formulated
by the members of the Nomination and Remuneration
Committee (NRC). The evaluation aimed to assess the
performance of individual Directors, various Board
committees, the Board as a whole, and the Chairman.
Key criteria included adherence to the Code of Conduct,
demonstration of leadership qualities, independence of
judgment, integrity, and confidentiality. The Nomination
and Remuneration Committee reviewed the outcome
of this evaluation process at its meeting held on May
7, 2025. The Directors expressed satisfaction with
the constructive feedback received from their Board
colleagues.

13. Familiarization Program for Board Members

Our Familiarization Program is designed to equip
Independent Directors with a thorough understanding
of the Company’s operations, industry dynamics,
business model, financial performance, and the
relevant regulatory landscape. This comprehensive
understanding empowers them to ask informed
questions, provide insightful contributions, and make
well-considered decisions during Board meetings.

The Company regularly conducts various familiarization
programs for its Independent Directors as an integral
part of quarterly Board and Committee meetings.
Furthermore, various business heads periodically make
presentations to the Board, detailing the Company’s
performance and future strategy for their respective
departments. The Board is consistently apprised of all
regulatory and policy changes relevant to the business
by the Senior Management and the Company’s
Auditors.

14. Management Discussion and Analysis

The Management Discussion and Analysis (MD&A),
as prescribed under Regulation 34(3) of the Listing
Regulations, is presented in a separate section and
forms an integral part of this Report as Annexure- II.

15. Auditors

Statutory Auditor: In accordance with Section 139 of
the Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014, the Members of
the Company had approved the appointment of
M/s. Deloitte Haskins & Sells, Chartered Accountants
[Firm registration number: 008072S], as the statutory
auditors of the Company. This appointment was made
at the 19th Annual General Meeting (AGM) for a five-
year term, valid until the 24th AGM to be held in 2026.
The Statutory Auditors have confirmed their adherence
to the independence criteria as required under the Act.

Their Report on the financial statements of the
Company for the year 2024-25 is included as part of
the Annual Report. We are pleased to report that there
has been no qualification in their Report. Furthermore,
during the year under review, the Auditors have not
reported any matter under Section 143 (12) of the Act,
thus no disclosure is required under Section 134 (3) (ca)
of the Act.

Secretarial Auditor: Pursuant to the provisions
of Section 204 of the Companies Act, 2013 and
relevant Rules, Mr. Somy Jacob of M/s. Somy Jacob &
Associates, Company Secretaries, has been appointed
as the Secretarial Auditor of the Company for a period
of five consecutive years from FY 2025-26, subject
to shareholder approval. The Secretarial Audit Report
submitted by him is annexed to this Report as Annexure
- III.

16. Board Diversity Policy

The composition of our Company’s Board plays a
pivotal role in shaping its strategic decisions and
ensuring a holistic approach to management. The Board
of Wonderla Holidays Limited is characterized by a rich
blend of professionals with diverse expertise and varied
backgrounds. This includes individuals with extensive
experience in the hospitality and entertainment
industry, electrical engineering, finance, marketing, and
other relevant fields. This deliberate diversity ensures
a well-rounded governance structure, highly capable
of addressing the multifaceted challenges and seizing
the opportunities within the dynamic amusement park
sector.

Wonderla Holidays Limited recognizes the critical
importance of continuous improvement in Board
diversity. The Company regularly reviews its diversity
policies and initiatives, actively identifying areas
for enhancement. This unwavering commitment to
ongoing improvement demonstrates our dedication to
maintaining a Board that truly reflects the diversity of
our stakeholders and the broader community we serve.

The comprehensive Board Diversity Policy of your
company is readily available on the Company’s website:
http://www.wonderla.com/investor-relations/
prospectus-and-policies.html.

17. Loan from Director or Director’s Relatives

We confirm that during the year under review, the
Company has not taken any loans from its Directors or
their relatives.

18. Related Party Transactions

Our Related Party Transactions policy serves as a crucial
governance framework, meticulously safeguarding the
interests of shareholders and upholding transparency
in all engagements with entities associated with the
Company. This policy is meticulously drafted in line
with the stringent requirements of the Companies Act,
2013, and the Listing Regulations, and is accessible on
the Company’s website: www.wonderla.com/investor-
relations/prospectus-and-policies.

We confirm that no material related party transactions—
defined as transactions exceeding 10% of the annual
consolidated turnover as per the last audited financial
statements—were entered into by the Company during
the year. Disclosures as required under Section 134(3)
(h) read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, are provided in Form AOC-2 and are
annexed as Annexure - IV to this report.

19. Vigil Mechanism (Whistleblower Policy)

At Wonderla Holidays Limited, we firmly believe
that transparent communication is the fundamental
cornerstone of trust. To uphold this, we have a robust
Whistleblower Policy, which acts as a vigilant searchlight,
illuminating any potential ethical concerns and thereby

ensuring a brighter future for our organization. This
policy actively encourages the open reporting of
any wrongdoing, facilitating the early detection and
swift resolution of potential issues. Our unwavering
commitment to accountability and transparency is
further evidenced by the comprehensive protection
provided to whistleblowers, assuring them of complete
immunity from retaliation. Aligned with all relevant
legal and regulatory requirements, this policy not only
safeguards our corporate reputation by addressing
concerns promptly but also plays a vital role in
preventing financial losses associated with fraud.

The detailed Whistleblower Policy is publicly available
on the Company’s website: www.wonderla.com/
investor-relations/prospectus-and-policies.

20. Policy on Prevention of Sexual Harassment at
Workplace

Your Company is deeply committed to safeguarding the
well-being and dignity of its female employees, which
is why we have constituted a diverse and impartial
committee to address these matters. This dedication
is clearly manifested in Wonderla’s exemplary
implementation of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, commonly known as the POSH Act.

We provide multiple secure avenues for employees to
report incidents of sexual harassment without any fear
of reprisal. Any substantiated complaint is subject to
a thorough and impartial investigation, and if proven
true, appropriate disciplinary action is taken against
the perpetrator, ranging from formal warnings to
termination of employment. This decisive approach
sends a clear message of non-tolerance and serves as a
strong deterrent to potential offenders. We are proud
to report that no incidents of sexual harassment were
reported in our workplace throughout the year under
review.

Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are as follows:

a. Number of complaints filed during the 7
Financial Year

b. Number of complaints disposed of during 5
the Financial Year

c. Number of complaints pending as on end 2
of the Financial Year

21. Corporate Social Responsibility (CSR)

Wonderla’s CSR efforts are meticulously designed,
moving beyond a one-size-fits-all approach.
Recognizing the unique needs of each community,
the Company tailors its projects to address specific
challenges and opportunities effectively. This localized
approach ensures maximum impact and fosters long-

term positive change.

The composition, role, functions, and powers of the
Corporate Social Responsibility (CSR) Committee of
the Company are fully compliant with the requirements
of the Companies Act, 2013. Your organization has
consistently been at the forefront of meeting its CSR
commitments, undertaking various impactful initiatives
as part of its CSR programs.

Your Company has a comprehensive CSR Policy,
which is available on our website: www.wonderla.
com/investor-relations/prospectus-and-policies.html.
The Annual Report on CSR Activities is provided as
Annexure - V, forming an integral part of the Directors’
Report.

22. Business Responsibility and Sustainability Report
(BRSR)

The Business Responsibility and Sustainability Report
(BRSR) of the Company elaborates on the measures
taken and adherence to the key principles elucidated
in the ‘National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of
Business,’ framed by the Ministry of Corporate Affairs
(MCA). The BRSR, as required by SEBI, has been hosted
on the Company’s website: https://www.wonderla.
com/investor-relations/business-responsibility-and-
sustainability-report.html.

23. Particulars of Loans, Guarantees, and Investments

Particulars of the loans given, guarantees provided,
and investments made by the Company, pursuant to
Section 186 of the Companies Act, 2013, for the year
ended March 31, 2025, are fully provided in the Notes
to the financial statements.

24. Conservation of Energy, Technology Absorption &
Foreign Exchange Earnings & Outgo

Detailed information on the conservation of energy,
technology absorption, and foreign exchange earnings
& outgo, in accordance with Section 134(3)(m) read
with Rule 8 of the Companies (Accounts) Rules, 2014,
is annexed to this Report as Annexure - VI.

25. Secretarial Standards

Your Company maintains full compliance with the
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI) and approved by
the Central Government under Section 118 (10) of the
Act.

26. Particulars of Employees & Employee Stock Options

As of March 31, 2025, the total number of permanent
employees in the Company stands at 817. The particulars
of employees, as required under the provisions of
Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
are enclosed as Annexure - VII.

Details of employee remuneration, as required under
Section 197(12) of the Companies Act, 2013, read with
Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
are available for inspection at the Registered Office of
the Company during working hours, 21 days before the
Annual General Meeting, and will be made available to
any Shareholder upon request. Such details are also
accessible on your Company’s website: http://www.
wonderla.com/investor-relations/annual-reports.html.

Employee Stock Options (ESOS): The Company
strategically grants share-based benefits to eligible
employees to attract and retain top talent, encourage
employees to align individual performance with
Company objectives, and promote increased employee
participation in the Company’s growth trajectory.
To provide employees with a direct opportunity
to participate in the Company’s growth story, the
management introduced the ‘Employee Stock Option
Scheme 2016’ (ESOS). This Scheme is applicable to
all eligible employees of the company. A compliance
certificate, certified by the Secretarial Auditor of the
Company, confirming that the Scheme has been
implemented as per the SEBI (Share Based Employee
Benefits) Regulations, 2014, and the resolution(s)
passed by the Members of the Company, will be placed
at the AGM for inspection. During the period under
review, the Board, upon the recommendation of the
Nomination and Remuneration Committee, granted
30,613 stock options to eligible Employees under the
Scheme. Relevant disclosures, in accordance with Rule
12 (9) of the Companies (Share Capital and Debentures)
Rules, 2014, and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014, have been made and are
attached to this report as Annexure - VIII.

27. Investor Relations

Your Company places a paramount emphasis
on fostering effective investor relations through
various strategic channels. We offer a dedicated
and comprehensive investor relations section on
our website https://www.wonderla.com/investor-
relations/quarterly-investor-presentation.html, which
serves as a centralized resource hub. This platform
provides stakeholders with invaluable insights,
including quarterly investor presentations, detailed
financial breakdowns, annual reports, and governance
policies. We actively engage with our investors through
regular meetings, ensuring transparent communication
and prompt responsiveness to queries. The Company
maintains a robust governance framework, complete
with well-defined committees and a strong commitment
to Environmental, Social, and Governance (ESG)
principles. This reflects our long-term vision and is
designed to attract socially conscious investors.

28. Inauguration of Bhubaneswar Park

During the year, Wonderla Holidays Limited marked a
significant milestone in its national expansion journey
with the launch of its fourth amusement park in
Kumbharbasta, Bhubaneswar, Odisha. The park was
soft-launched in May 2024, drawing strong early
traction from local and regional visitors, and officially
inaugurated on 20th September 2024 by Smt. Pravati
Parida, Deputy Chief Minister of Odisha, in a grand
ceremony attended by key leadership.

Spread over 51 acres, Wonderla Bhubaneswar is
Odisha’s first major amusement park offering a
combination of land and water rides, including unique
attractions like the German Spinning Coaster and
Open-Air Rain Dance. The park welcomed close to 1
lakh visitors within the first few months of operations,
created more than 400 employment opportunities, and
initiated several community-focused programs such as
school kit distribution and blood donation camps.

29. Chennai Project Update

The Wonderla Chennai Park is currently under
construction. The Company has submitted a
representation to the Government of Tamil Nadu,
formally, requesting a six-month extension for its
commissioning and for availing of exemption of Local
Body Tax for a term of ten years from the date of
completion of the project.

30. Significant Material Orders Passed by Regulators

We confirm that no significant material orders were
passed by regulatory authorities on the Company
during the financial year under review.

31. Material Changes from The End of the Financial Year
till The Date of this Report

There have been no material changes or commitments
affecting the financial position of the Company
between the end of the Financial Year and the date of
this Report.

32. Deposits from Public

During the year under review, the Company has not
accepted any deposits from the public that fall within
the ambit of Section 73 of the Companies Act, 2013,
and the Rules framed thereunder.

33. Other Disclosures

• Transfer to Reserves: The Company has not
transferred any amount to the General Reserve
during the year.

• Annual Return: The Annual Return filed with the
Ministry of Corporate Affairs is publicly available
on the Company’s website: https://www.
wonderla.com/investor-relations/annual-return.
html.

• Nature of Business: There has been no change
in the nature of the Company’s business as of the
date of this Report.

• Insolvency and Bankruptcy Code: No application
was made or proceeding pending against the
Company under the Insolvency and Bankruptcy
Code, 2016, during the year under review.

• Cost Records: The company is not required to
maintain cost records as specified by the Central
Government under sub-section (1) of Section
148 of the Companies Act, 2013.

• No shares with differential voting rights and
Sweat Equity Shares have been issued.

• The Company complies with the provisions of
Maternity Benefit Act, 1961.

34. Appreciation

As we embark on a new chapter in our journey,

Wonderla Holidays Limited extends its deepest

gratitude to all who have contributed to our success.

• To our Valued Shareholders: Your unwavering
belief and steadfast support have been the
cornerstone of our growth. We remain committed
to delivering exceptional value, both financially
and through the memorable experiences we
meticulously create. Your confidence in us
continually motivates our drive for innovation
and excellence.

• To our Cherished Customers: You are truly the
heart and soul of Wonderla. Your laughter, joy,
and the shared memories created at our parks
are what we live for. Thank you for choosing
us to create unforgettable moments with your
loved ones; we constantly strive to exceed
your expectations with thrilling rides, immersive
attractions, and impeccable hospitality.

• To our Dedicated Employees: You are the

invaluable backbone of Wonderla. Your passion,
dedication, and tireless efforts are what truly
bring our vision to life. From park operations to
culinary experts, entertainers, and maintenance
crews, each of you plays a vital role in crafting
magical experiences. Your commitment to
excellence inspires us daily.

• To our Loyal Partners: We are immensely grateful
for the collaborative spirit and shared vision that
define our partnerships. Together, we co-create
richer, more diverse, and truly unforgettable
experiences, and your contribution is profoundly
valued.

As we look to the future, we are filled with excitement
and optimism. We have ambitious plans to further
expand our reach, innovate with new adventures, and
continue delivering the highest standards of service
and entertainment. This remarkable journey would
simply not be possible without the unwavering support
of each and every one of you. Thank you, from the
bottom of our hearts. We are truly grateful for the
opportunity to serve you and to create memories that
will last a lifetime.

For and on behalf of the Board of

Wonderla Holidays Limited

Arun K Chittilappilly

Managing Director & Executive Chairman

Bangalore

May 7, 2025