Dear Members

Your Directors take pleasure in presenting the 20th Annual Report of Wonderla HolidaysLimited along with audited financial statements for the financial year 2021-22.

1. Overview of financial performance and business operations

The financial and operating highlights for the year under review compared with theprevious Financial Year are given below:

Review of Operations

For the year ended 31st March 2022:

• Revenue from operations was Rs 12755 lakhs as against Rs 3842 lakhs during thecorresponding period of the previous financial year 2021.

• Turnover of the Company stood at Rs 13330 lakhs vis-?-vis Rs 4471 lakhs forthe year ended 31st March 2021.

• Loss before Tax was Rs 1275 lakhs as against Rs 6643 lakhs for the year ended31st March 2021.

• Net Loss after Tax for the fiscal 2021-22 was Rs 948 lakhs as against Loss of Rs4993 lakhs in 2020-21.

• Footfall across the three amusement parks was 10.57 lakhs as against 3.56 lakhsduring the previous year.

• There was no change in the nature of business of the Company.

Awards/ recognitions

Hyderabad Park – Received Gold award from CII-Southern Region under EHSExcellence Awards 2021 for excellence in Environment Health and Safety (EHS) practicesand sectoral topper amongst theme parks.

Bangalore Park – Secured Bronze award from CII-Southern Region under EHSExcellence Awards 14th edition for excellence in EHS practices.

Kochi Park – Received FACT MKK NAYAR PRODUCTIVITY AWARD 2019-2020 - SecondBest Productivity Performance Award in the category of the Service organisation.

2. Dividend

The Company having posted Net Loss for the fiscal your Board of Directors expressesinability to declare Dividend for FY 2021-22.

As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("LODR") the top1000 listed entities based on market capitalization are required to formulate a DividendDistribution Policy. The Company has formulated its Dividend Distribution Policy and thedetails are available on the Company's website at http://www.wonderla.com/investor-relations/prospectus-and-policies.html.

3. Transfer to Reserves

No amount was transferred to reserves in FY 2021-22 in view of loss incurred.

4. Share capital

The Authorised Equity Share Capital of the Company is Rs 6000 lakhs. Paid-up ShareCapital as of March 31 2022 was Rs 5654.72 lakhs. During the financial year theCompany has issued 14746 equity shares to its employees according to Employee StockOption Scheme 2016 and the same were listed on BSE Limited and National Stock Exchange ofIndia Limited.

No disclosure is required under Section 67(3)(c) of the Companies Act 2013 in respectof voting rights not exercised directly by the employees of the Company as the provisionsof the said Section are not applicable.

5. Deposits

During the year under review the Company has not accepted deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Rules framedthereunder.

6. Annual Return

Annual Return filed with the Ministry of Corporate Affairs is made available on thewebsite of the Company www. wonderla.com/investor-relations.

7. Directors and Key Managerial Personnel

Appointments /re-appointments

• The Members based on the recommendation of theBoardofDirectorsandNominationandRemuneration Committee approved the appointment of Mr. KUllas Kamath as an Independent Director of the Company w.e.f April 01 2022.

• Mr. R. Lakshminarayanan Non-Executive Vice-Chairman is liable to retire at theensuing AGM. Being eligible he seeks reappointment. Based on performance evaluation theBoard recommends his reappointment.

8. Directors' Responsibility Report

Pursuant to the requirement of Section 134 (5) of the Companies Act 2013 the Board ofyour Company states that:

• In the preparation of annual accounts for the FY 2021-22 applicable AccountingStandards have been followed along with proper explanation being provided relating tomaterial departure if any;

• The Accounting policies have been selected and applied consistently and thejudgement and estimates made are reasonable and prudent to give a true and fair view ofthe affairs of the Company as of 31st March 2022 and the loss of the Company for the sameperiod;

• The annual accounts are being prepared on a going-concern basis;

• Internal financial controls are in place and such internal financial controlsare adequate and operating effectively;

• Proper and sufficient care is being taken towards the maintenance of accountingrecords for safeguarding the assets of the Company and for preventing and detecting fraudsand irregularities; and

• Proper system is followed to ensure compliance with the provisions of allapplicable laws and such system is adequate and operating effectively.

• Based on the framework of internal financial controls compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors the reviews performed by the management and the relevant boardcommittees including the Audit Committee the Board believes that the Company's internalfinancial controls were adequate and efficient during the financial year 2021-22.

9. Internal Financial Control Systems and their adequacy

The Board has devised systems policies and procedures/ frameworks which arecurrently operational within the Company for ensuring the orderly and efficient conduct ofits business which includes adherence to policies safeguarding its assets preventionand detection of frauds and errors accuracy and completeness of the accounting recordsand timely preparation of reliable financial information. In line with best practices theAudit Committee and the Board reviews these internal control systems to ensure that theyremain effective and are achieving their intended purpose. Where weaknesses if any areidentified as a result of the reviews new procedures are put in place to strengthencontrols. These controls are in turn reviewed at regular intervals.

The systems/ frameworks include proper delegation of authority operating philosophiespolicies and procedures effective IT systems aligned to business requirements aninternal audit framework a risk management framework and adequate segregation of dutiesto ensure an acceptable level of risk. Documented controls are in place for businessprocesses and IT general controls. Key controls are tested by the Company the internaland external auditors to assure that these are operating effectively.

The Company has documented Standard Operating Procedures (SOP) for procurement &stores retail finance and treasury.

The Company's internal audit activity is an important element of the overall process bywhich the Audit Committee and the Board obtains the assurance on the effectiveness ofrelevant internal controls.

The scope of work authority and resources of internal audit are regularly reviewed bythe Audit Committee. Besides its work is supported by the services of an audit firm. TheCompany's system of internal audit includes covering monthly physical verification ofinventory a monthly review of accounts and a quarterly review of critical businessprocesses. To enhance internal controls the internal audit follows a stringent gradingmechanism focussing on the implementation of recommendations of internal auditors. Theinternal auditors make periodic presentations on audit observations including the statusof follow-up to the Audit Committee.

Since the Company has adequate internal control systems which are further strengthenedby periodic reviews as required under the Listing Regulations by the Statutory Auditorsthe Managing Director and CFO recommend to the Board continued strong internal financialcontrols.

Based on the information provided nothing has come to the attention of the Directorsto indicate that any material breakdown in the function of these controls procedures orsystems occurred during the year under review. There have been no significant changes inthe Company's internal financial controls during the year that have materially affected orare likely to materially affect its internal financial controls.

Further the Audit Committee periodically evaluates the internal financial controls forensuring that the Company has implemented robust systems/ framework of internal financialcontrols viz. the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of its business including adherence to Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.

10. Safety & Hygiene

At Wonderla to ensure the safety and security of our guests we conduct a routinecheck on every ride which goes up to a list of many checks depending upon the ride'scomplexity.

Risk management initiatives

We have put in place the following comprehensive safety procedures as part of our riskmanagement program.

i. There are comprehensive operation manuals providing instructions for the safeoperation maintenance and use of all the rides. ii. Adequate number of operating andsupervisory staff are always maintained at the rides. iii. Formal training programmes areconducted for technicians ride operators and attendants encompassing all safety aspects.iv. All rides are subjected to daily pre-opening checks as per a comprehensive checklist.v. There is a detailed monthly and annual check of all rides. vi. Shutdown and overallmaintenance of all rides are being performed. All critical parts of the rides areperiodically subjected to non-destructive test (NDT). vii. As part of improving safetyfails safe PLC with safety interlocks and alarms are implemented in high thrill rides.viii. Trained lifeguards and ride attendants are deployed in pools and water rides. ix. IS10500 for drinking water and IS 3328 for pool water are being followed and periodicallytested in external laboratories. x. Fully equipped in-house laboratory is available toensure water quality and the quality of water in pools and treatment plants are frequentlymonitored to meet IS standards. xi. Zero discharge water treatment process which includesseparate treatment for raw water pool water restaurant wastewater and sewage water. Alsousing treated water through reverse osmosis as per need. xii. Following the rules andregulations as per Pollution Control Board directions. xiii. Bureau Veritas Certificationperiodically conducts audit of our Integrated Management System (IMS) and certifies thatour systems confirm with the Management System Standards – ISO: 14001:2015 &OHSAS 18001:2007. xiv. We have a dedicated audit team who independently check rides andreport to the top management for immediate action wherever required. In addition to thisride risk review committee periodically reviews the safety aspects. xv. For handling anyemergency we have a well-trained Emergency Response Team (ERT) in each park. xvi. Mockdrills are conducted in each park periodically to enhance the effectiveness of the ERT.xvii. There is a well-equipped paramedic first aid clinic in each park. This clinic isalso provided with Automated External Defibrillator (AED) for handling any sudden cardiacarrest before the victim is rushed to the hospital. xviii. Two well-equipped ambulancevans with driver are stationed in each park. xix. Signages are displayed and announcementsin the public address system are made about the safe and proper use of the facilities byguests.

Water park

i. Pool water is maintained as per standard IS 3328. ii. Drinking water is maintainedas per standard IS 10500.

iii. In-house water quality assurance lab for testing pool water and drinking water atfrequent intervals. iv. Water quality is being checked periodically through an externallaboratory. v. Online disinfectant dosing and is being monitored to maintain standards.vi. All pools are equipped with an online filtration system to assure water qualitythroughout the day. vii. Treatment plants consisting of separate treatment systems andprocesses for different types of waste water. viii. Reverse osmosis treated water usedacross parks wherever needed. ix. Frequent housekeeping and cleaning process is done inthe water park to maintain hygiene. x. Dedicated space for treatment plants and chemicalstorage is well maintained to ensure hygiene. xi. Drinking water point coolers areprovided with UV disinfection.

Restaurants

i. Frequent housekeeping and cleaning process is ensured in both kitchen and servicearea. ii. Restaurant staff wear hand gloves and caps to maintain hygiene. iii. Periodicalmedical check-up is done for restaurant staff. iv. Installed pesto flash for avoidingflies in restaurants. v. Periodical pest control for restaurants including kitchen andstorage area. vi. All restaurant kitchens are provided with hand wash facilities forstaff. vii. Hot water facility to all restaurant kitchens for the cleaning of utensils.viii. Food waste removal and disposal on daily basis. ix. Periodical shutdown maintenancefor kitchens to ensure proper hygiene and pest control activities. x. Separate storage forraw materials vegetables and non-vegetarian items as per standards.

General

i. Separate waste bins are provided with proper identification for bio-degradable itemsat multiple locations. ii. Waste is collected and segregated daily. iii. Pest and rodents'control at all areas on frequent intervals. iv. All toilets are monitored regularly andwell maintained by housekeeping crews. v. Hand wash facilities along with liquid soap areprovided at all toilets. vi. High pressure water cleaning at all areas including pathways.

vii. Cleaning of all areas including sitting areas ride seats theatre seats andsafety lock bars on daily basis. viii. UV sterilization of 3D goggles at theatre shows andsterilized goggles are provided for each show. ix. Fresh water shower facility in changingrooms. x. Cleaning of EZ-pay band with disinfectant on daily basis. xi. Proper wastedisposal methods are being followed as per pollution control board norms.

COVID protocols

• The Company ensured 100% vaccination of its employees.

• The Company ensured strict adherence by its employees and the customers to theCOVID protocols issued by the State Governments from time to time.

• The Company ensured that its employees strictly follow standard procedures asper the COV-safe certification.

11. Corporate Governance

The Board of Directors seeks to embed and sustain a culture that will enable theCompany to achieve its objectives through effective corporate governance and enhancetransparent engagement with key stakeholders. In its constant endeavour to benchmark thepolicies and practices and in the light of various developments in the realm of corporategovernance and regulatory reforms the Company continues to maintain and implement noblestandards of corporate governance and ethical business practices.

A separate report on Corporate Governance setting out the governance structureprincipal activities of the Board and its Committees and the policies and practices thatenable the Board to fulfill its stewardship responsibilities together with a Certificatefrom the Statutory Auditor of the Company M/s. Deloitte Haskins & Sells CharteredAccountants confirming compliance with the conditions of corporate governance is attachedwith the Corporate Governance Report as Annexure - I.

12. Composition and Meetings of the Board and Committees

During the financial year 2021-22 the Board of Directors had five board meetings. Thedetails regarding the composition and meetings of the Board as well as Committees areprovided in the Corporate Governance Report forming part of this Report as Annexure -I.

13. Declaration from Independent Directors

For the year under review the Company has received declarations from the IndependentDirectors of the Company viz. Mr. M. Ramachandran (DIN: 07972813) Mr. Gopal Srinivasan(DIN: 00177699) Ms. Anjali

Nair (DIN: 08574898) and Mr. K Ullas Kamath (DIN: 00506681) which state that theyfulfill the criteria to act as Independent Director as envisaged in Section 149 (6) &(7) of the Companies Act 2013 as well as under SEBI (LODR) Regulations 2015.

14. Nomination and Remuneration Policy

Your Company has adopted a Nomination and Remuneration Policy in terms of Section 178of the Companies Act 2013. The policy has been suitably amended to accommodate payment ofremuneration to Non-Executive Directors and Independent Directors in the event of loss orinadequacy of profits in line with the amended provisions of Schedule V of the CompaniesAct 2013. The said Policy is available on the Company's website athttp://www.wonderla.com/investor-relations/ prospectus-and-policies.html

15. Evaluation of Board Committees individual Directors and Chairman

The evaluation of Board Committees of the Board individual Directors and Chairmanpursuant to the provisions of Companies Act 2013 and the Listing Regulations wasconducted for FY 2021-22 by engaging an external independent firm having requisiteexpertise in this field. An online questionnaire method was adopted for evaluation basedon the criteria formulated by the members of the Nomination and Remuneration Committee("NRC"). The evaluation was made to assess the performance of individualDirectors committees of Board Board as a whole and the Chairman. Adherence to the Codeof Conduct display of leadership qualities independence of judgement integrity andconfidentiality etc. were the criterion based on which the performance evaluation wasconducted.

The Nomination and Remuneration Committee at their meeting held on May 26 2022reviewed the outcome of the evaluation process. The Directors were satisfied by theconstructive feedback obtained from their Board colleagues'.

16. Familiarization program for Board Members

New Directors inducted to the Board are introduced to the operations and culture of theCompany through orientation sessions. Current Executive Directors and Senior Managementprovide an overview of operations and familiarize the new Directors on matters related tothe vision and values of the Company.

The Company regularly conducts various familiarization programs for the IndependentDirectors as a part of the quarterly Board and Committee meetings. Various business headsmake presentations to the Board periodically pertaining to the Company's performance andfuture strategy for their respective department. Your Board also convenes strategymeetings from time to time to review long term growth plans of the Company. The Board isregularly apprised on all regulatory and policy changes relevant to the business by theSenior Management and the Auditors of the Company.

The familiarisation programs imparted to the Independent Directors includedpresentations about the strategies operations competition landscape finance humanresource technology etc.

17. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review are annexedhereto and form part of the Directors' Report as Annexure - II.

18. Statutory Auditor

As per Section 139 of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 the Members of the Company had approved the appointment of M/s. DeloitteHaskins & Sells Chartered Accountants [Firm registration number: 008072S] asstatutory auditors of the Company at the 19th Annual General Meeting (AGM) of the Companyfor a term of five years which is valid till 25th AGM to be held in 2026. The StatutoryAuditors have confirmed that they satisfy the independence criteria as required under theAct.

The Report given by Deloitte Haskins & Sells Chartered Accountants on thefinancial statements of the Company for the year 2022 is part of the Annual Report. Therehas been no qualification reservation or adverse remark or disclaimer in their Report.During the year under review the Auditors have not reported any matter under Section 143(12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

19. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rulesthereunder Mr. Somy Jacob of M/s. Somy Jacob & Associates Company Secretaries isappointed as the Secretarial Auditor of the Company for the FY 2021-22. The SecretarialAudit Report submitted by him is annexed to this Report as

Annexure - III.

20. Board Diversity Policy

Your Company believes that a diverse and inclusive Board is essential for achievinglong-term growth and development of the Company. This ensures timely anticipation of risksand opportunities. The Company has a diverse Board consisting of Directors possessing avariety of skills expertise qualifications and experience. The details of the keyqualifications skills and attributes are forming part of the Corporate Governance Report.Your Company has a Board Diversity Policy which is available on the Company's website athttp://www. wonderla.com/investor-relations/prospectus-and-policies.html

21. Related PartyTransactions

In line with the requirements of the Companies Act 2013 and Listing Regulations theCompany has formulated a policy on dealing with Related Party Transactions which isavailable on the Company's website at www.wonderla.com/investor-relations/prospectus-and-policies.The policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and related parties. All related party transactions are placed before the AuditCommittee and Board for review and approval.

No material related party transactions i.e. transactions exceeding 10% of the annualconsolidated turnover as per the last audited financial statements were entered into bythe Company during the year.

Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in Form AOC-2 as specified under Companies Act 2013which is annexed as Annexure - IV to this report.

22. Vigil Mechanism

The Vigil Mechanism (Whistle Blower Policy) of the Company encourages its Directors andemployees to bring to the notice of the Company of any unethical conduct misuse ofunpublished price sensitive information actual or suspected fraud or violation ofWonderla's Code of Conduct.

The mechanism provides for adequate safeguards against the victimization of Directorsand employees and provides for direct access to the Chairman of the Audit Committee. Thedetailed Whistle Blower Policy is available on the website of the Company www.wonderla.com/investor-relations/prospectus-and-policies.

23. Policy on Prevention of Sexual Harassment at Workplace

Your Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder and Internal ComplaintsCommittee has also been set up to redress complaints received regarding sexual harassment.During the year the Company has not received any complaints about sexual harassment at theworkplace.

24. Corporate Social Responsibility

The composition role functions and powers of the Corporate Social Responsibility(CSR) Committee of the Company are as per the requirements of the Companies Act 2013.Your Company has been a pioneer towards fulfilling its CSR obligations and has takeninitiatives under CSR Programmes. Your Company has a CSR Policy and the same has beenplaced on Company's website www.wonderla.com. The Annual Report on CSR Activities isprovided in Annexure - V forming part of the Directors' Report.

25. Business Responsibility Report

The Business Responsibility Report describing measures taken along the key principleselucidated in the ‘National Voluntary Guidelines on Social Environmental andEconomic Responsibilities of Business' framed by the Ministry of Corporate Affairs (MCA)is made part of the Directors Report. The Report is annexed as Annexure - VI. The policiesas required under Principle-wise Index are published on the website www.wonderla.com/investor-relations/prospectus-and-policies.

26. Particularsofloansguaranteesandinvestments

Particulars of the loans given guarantees provided and investments made by the Companypursuant to Section 186 of the Companies Act 2013 for the year ended 31st March 2022 areprovided in the Notes to the financial statements.

27. Conservation of Energy Technology upgradation & Foreign Exchange earnings& outgo

The information on conservation of energy technology up-gradation foreign exchangeearnings & outgo according to Section 134(3) (m) read with Rule 8 of the Companies(Accounts) Rules 2014 is annexed to this Report as Annexure - VII.

28. Secretarial Standards

Your Company complies with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI) and approved by the Central Government underSection 118 (10) of the Act.

29. Particulars of employees

As of March 31 2022 the total number of permanent employees in the Company is 573.

The particulars of employees under the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure - VIII.

Details of employee remuneration as required under provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company during working hours 21 days before the Annual General Meeting and shallbe made available to any Shareholder on request. Such details are also available on yourCompany's website http://www.wonderla.com/ investor-relations/annual-reports.html.

30. Employee Stock Option Scheme

Your Company has an Employee Stock Option Scheme viz. Employee Stock Option Scheme(ESOS) 2016 and the same is in line with the provisions of SEBI (Share Based EmployeeBenefits) Regulations 2014. The Company has received a certificate from the StatutoryAuditor of the Company that the Scheme has been implemented as per the SEBI (Share BasedEmployee Benefits) Regulations 2014 and the resolution(s) passed by the Members of theCompany. The certificate would be placed at the ensuing AGM for inspection by Members ofthe Company.

Relevant disclosures according to Rule 12 (9) of the Companies (Share Capital andDebentures) Rules 2014 and Regulation 14 of Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 have been made and the same is attached to thisreport as Annexure - IX.

31. Variation of the market capitalization of the Company

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) andNational Stock Exchange of India Limited (NSE). The market capitalization as of 31st March2022 was Rs 1329.42

Crores as against Rs 1087.12 Crores as of 31st March 2021.

32. Investor Relations

Your Company has an active Investor Relations (IR) Programme and continuously strivesfor excellence in its IR engagement with international and domestic investors throughvarious mediums such as quarterly earnings calls Investor & Analyst Days sitevisits one-on-one and group meetings participation in investor conferences and non-dealRoadshows.

The senior management consisting of the Managing Director and CFO involve themselvesregularly in investor and analyst interactions and make detailed and transparentdisclosures on the Company's operational and financial performance. The investor and theanalyst community have appreciated your Company's IR team and the practices.

33. Odisha project update

The Company is in the final stages of entering into land lease agreement with TheOdisha Industrial Infrastructure Development Corporation (IDCO) for commencement of Odishaproject.

34. Chennai project update

The Company has spent an amount of Rs 11420 lakhs towards Chennai project as on March31 2022.

The Company has submitted a representation letter to the Honourable Chief MinisterFinance Minister and Minister - Municipal administration of Government of Tamil Nadu forwaiver of existing Local Body Tax (LBT) @ 10% for a period of 10 years from the date ofcommencement of commercial operations. The Company is waiting for the response in thisregard.

35. Material changes and commitments affecting financial position

The second wave of COVID pandemic has disrupted regular business operations for aboutfour months due to lockdown disruptions in transportation travel bans quarantinessocial distancing and other emergency measures imposed by the Governments. The Company hasadopted precautionary measures to curb the spread of infection to protect the health ofits employees and ensure business continuity with minimal disruption. The Company hasconsidered available internal and external information while finalizing various estimatesin relation to its financial results upto the date of approval of the financial results bythe Board of Directors. Further the Company has taken various measures to reduce itsfixed cost - for example salary reductions optimization of administrative sales andmarketing costs deferment of capex along with judicious resource allocation etc.Accordingly the Management believes that the Company will not have any challenge inmeeting its financial obligations for the next 12 months based on the financial positionand liquidity as at the date of the balance sheet and as on date of signing of thesefinancial results. The Company will continue to closely monitor any material changes tofuture economic conditions.

36. Significant/Material Orders passed by the Regulators

No such instances were reported during the financial year under review.

37. Appreciation

Your Board of Directors takes this opportunity to thank all the employees patrons/customers suppliers bankers and regulatory authorities for their constant support andcooperation towards the Company.