We present, with immense pleasure, the Directors' Report along with the audited financial statements of Wonderla Holidays Limited for the financial year ended 31st March 2023. This report provides an overview of the Company's operations, financial performance and key developments during the year.

1. Financial Performance:

During the year under review, Your Company, achieved significant growth and remarkable financial success. We are pleased to report the following key financial highlights:-

i. Revenue: Our total revenue for the year amounted to H 45,242 lakhs, representing an increase of 60% compared to H 28,288 lakhs for FY20. This growth can be attributed to opening up of tourism segment, favourable customer sentiment, innovative digital marketing strategies, calendarized events, reimagined F&B and merchandise launches.

ii. Profitability: The company maintained a strong profitability position with a net profit of H 14,890 lakhs. This signifies a 130% increase from H 6,478 in FY20, reflecting our continued focus on operational efficiency and cost management.

iii. Earnings per Share (EPS): The earnings per share for the year stood at 26.33, indicating a 130% increase from 11.46 for FY20. This demonstrates the company's ability to generate value for its shareholders.

iv. Footfall: From the three parks the total footfall clocked was 33.11 lakhs, a mopping growth of 39% over 23.81 lakhs during FY20.

(Note: The numbers of FY23 are compared against FY20, since the business was not operational for full year during FY21 and FY22.)

Operational Highlights:

We made significant progress in several key areas of our business during the year:

2. Share Capital:

The share capital of the Company represents the financial foundation of our company and reflects the investments made by our shareholders. It is a key indicator of their ownership and commitment to our organization. As of March 31, 2023, the authorized share capital of the company stands at H 6,000 lakhs, divided into 600 lakhs equity shares of H 10 each.

During the financial year 2023, there have been no changes to the authorized share capital structure of the company.

Issued, Subscribed and Paid-up Share Capital:

The issued, subscribed and Paid-up share capital of the Company as of March 31, 2023 stands at H 5,655.92 lakhs, divided into 5,65,59,167 equity shares of H 10 each. During the financial year, the Company has allotted

11,983 equity shares to its employees according to Employee Stock Option Scheme 2016 and the same were listed on BSE Limited and National Stock Exchange of India Limited.

Shareholders' Equity:

The shareholders' equity represents the residual interest in the assets of the company after deducting its liabilities. As of March 31, 2023, the shareholders' equity stands at H 950 crores. This reflects the total value of shareholders' investments in the company and the retained earnings generated over the years.

Dividends:

We are pleased to report that for the financial year 2023, the Board of Directors of the Company have recommended H 2.50 (25%) per equity share of face value of H 10 each, subject to the approval of the members at the 21st Annual General Meeting, reflecting our strong financial performance and the company's ability to generate sustainable returns for our shareholders.

We sincerely appreciate the trust and confidence placed in us by our shareholders, and we remain dedicated to enhancing shareholder value through effective capital management, prudent financial decision-making, and a relentless focus on delivering sustainable growth and profitability.

The Company’s Dividend Distribution Policy is available at

http://www.wonderla.com/investor-relations/prospectus-

and-policies.html.

Transfer to Reserves

The Company has transferred an amount of H 1.72 lakhs to the General Reserve for the financial year under review.

Deposits

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

Annual Return

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

3. Directors and Key Managerial Personnel

Appointment of Director:

We are pleased to announce the appointment of Madan Achutha Padaki (DIN: 00213971) as an additional Director of the Company w.e.f June 1, 2023 following the approval of the Board members and as an Independent Director subject to the approval of our esteemed shareholders at the ensuring Annual General Meeting.

Mr. Madan Padaki brings a wealth of experience and expertise to our board, further enhancing the diversity and knowledge base of our leadership team. With his extensive background in digital and emerging markets, Madan will play a crucial role in driving our company's strategic vision and contributing to our continued growth and success.

Madan is holding prominent leadership positions in various organizations, where he is demonstrating exceptional leadership, strategic acumen, and a track record of delivering results. He has consistently displayed a strong commitment to innovation, and stakeholder engagement, aligning perfectly with our company's values and objectives.

In addition to his professional accomplishments, Madan possesses a deep understanding of emerging market trends, which will prove invaluable in guiding our company through the evolving business landscape and identifying new opportunities for growth and development.

As a member of our board, he will actively contribute to our corporate governance framework, providing independent and objective insights while upholding the highest standards of ethics and integrity. He will collaborate closely with our existing board members, leveraging their collective expertise to drive effective decision-making and ensure sustainable value creation for our shareholders.

We extend our warmest welcome to Madan and express our confidence in his ability to make a significant contribution to the future success of our company. We look forward to benefiting from his insights, guidance, and leadership as we continue to navigate the dynamic business landscape and pursue our strategic objectives.

Retirement of Director:

It is with mixed emotions that we announce the retirement of Mr. George Joseph from the position of Director of the Company. George Joseph has decided to step down from the board after 12 years of dedicated service and invaluable contributions to our company due to personal and logistic reasons. The retirement will be effective as of May 24, 2023.

During his tenure, George Joseph has played a pivotal role in shaping the strategic direction and success of our organization. His unwavering commitment, leadership, and extensive industry knowledge have been instrumental in our growth and achievements.

Throughout his years of service, George Joseph has consistently demonstrated an exceptional level of professionalism, integrity, and passion for our company's mission. His valuable insights, wise counsel, and innovative ideas have greatly influenced our decisionmaking processes, ensuring that we stay on the path of sustainable growth and profitability.

George Joseph's significant contributions extend beyond the boardroom. He has actively engaged with various stakeholders, including shareholders, employees, and external partners, fostering strong relationships and promoting a collaborative and inclusive corporate culture.

We would like to express our sincere gratitude to Mr. George Joseph for his unwavering dedication, remarkable achievements, and the positive impact he has made on our company. His guidance, expertise, and leadership have been invaluable to our growth and success and he will be greatly missed.

As Mr. George Joseph embarks on the next chapter of his journey, we extend our heartfelt appreciation and best wishes for a fulfilling and rewarding retirement. His legacy will continue to inspire and guide us as we build upon the strong foundation he helped establish.

On behalf of the board of directors and the entire Wonderla family, we would like to express our deepest gratitude to Mr. George Joseph for his remarkable service and the indelible mark he has left on our company. We will forever cherish his contributions and wish him happiness, health, and continued success in all his future endeavours.

Resignation of CFO:

Mr. Satheesh Seshadri, Chief Financial Officer, has tendered resignation for the position. His last day with the Company is June 30, 2023.

Satheesh has been an integral part of our leadership team and has played a significant role in guiding our financial strategy and ensuring the accuracy and integrity of our financial reporting. During his tenure, he has demonstrated exceptional expertise, dedication, and commitment to the growth and success of the Company.

After careful consideration, Satheesh has decided to resign to pursue new opportunities outside the Company. We deeply appreciate the contributions he has made and the positive impact he had on our financial management processes and systems.

We would like to express our gratitude to Satheesh for his valuable contributions, tireless efforts, and commitment to maintaining the highest standards of financial excellence. His leadership has been instrumental in achieving our financial goals and strengthening our position in the market.

The Board of Directors have initiated a comprehensive search for a qualified candidate to fill the role of CFO. During this transition period, Mr. Arun Sreenivasan, who is an experienced finance professional and a member of our existing finance team, will work closely with Satheesh to ensure a smooth transition and the continuity of our financial operations.

We are confident in the strength and talent of our finance team, and we remain committed to upholding the highest standards of financial governance, transparency, and accountability. We will continue to focus on delivering

sustainable growth and long-term value to our shareholders.

On behalf of the Board of Directors and the entire management team, we would like to extend our appreciation to Satheesh Seshadri for his service and wish him continued success in future endeavours.

4. Directors' Responsibility Report

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

• In the preparation of annual accounts for the FY 2022-23, applicable Accounting Standards have been followed along with proper explanation being provided relating to material departure if any;

• The Accounting policies have been selected and applied consistently and the judgement and estimates made are reasonable and prudent to give a true and fair view of the affairs of the Company as of 31st March 2023 and the loss of the Company for the same period;

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

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

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

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

• Based on the framework of internal financial controls, compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors, the reviews performed by the management and the relevant board committees, including the Audit Committee, the Board believes that the Company's internal financial controls were adequate and efficient during the financial year 2022-23.

5. Internal Financial Control Systems and their adequacy

At Wonderla, we place great importance on maintaining robust internal financial controls to safeguard the company's assets, ensure accuracy and reliability of financial reporting, and promote efficient operations. We believe that effective internal financial controls are vital in mitigating risks, fostering transparency, and maintaining the trust of our stakeholders.

During the reporting period, our management, in conjunction with internal and external audit teams, has diligently reviewed and assessed the adequacy and effectiveness of our internal financial controls. We are pleased to report that our internal financial control framework continues to be comprehensive, well-designed, and adequately implemented across various functions and departments.

The key aspects of our internal financial control framework encompass the following areas:

i. Control Environment: We have established a strong control environment that emphasizes ethical conduct, accountability, and compliance with relevant laws and regulations. This includes a well-defined organizational structure, clear segregation of duties, and a robust code of conduct that guides our employees' behavior.

ii. Risk Assessment and Management: We employ a systematic approach to identify, assess, and manage risks that could impact our financial reporting and operations. Regular risk assessments are conducted to identify emerging risks, and appropriate controls are implemented to mitigate these risks.

iii. Policies and Procedures: We have implemented comprehensive policies and procedures across our organization to govern various financial processes, including procurement, expenditure, revenue recognition, treasury management, and financial reporting. These policies and procedures are periodically reviewed and updated to align with evolving business needs and changing regulatory requirements.

iv. Authorization and Approval Processes: We have well-defined processes for authorization and approval of financial transactions, ensuring that appropriate levels of authority are assigned and adhered to. This helps in preventing unauthorized transactions and minimizing the risk of fraud or error.

v. Segregation of Duties: We maintain a clear segregation of duties to ensure that no individual has control over all aspects of a transaction. This segregation of duties helps in minimizing the risk of fraudulent activities and ensures that checks and balances are in place.

vi. Monitoring and Review Mechanisms: We have established a robust system of ongoing monitoring and periodic review of our internal financial controls. This includes regular internal audits, management reviews, and external audits conducted by independent audit firms to validate the effectiveness and adequacy of our controls.

vii. Training and Awareness: We believe in fostering a culture of financial discipline and continuous improvement. To that end, we provide regular training and awareness programs to our employees, ensuring

are not suitable for certain individuals. Our staff is trained to monitor guests on the rides to ensure they are following the guidelines, and we have also installed CCTV cameras to monitor ride activity for any potential safety issues.

i. Ride Inspections: Our amusement park adheres to strict inspection protocols for all rides and attractions. We conduct regular inspections, maintenance, and testing of equipment to ensure they meet or exceed industry safety standards. Trained technicians and engineers oversee these procedures to guarantee the safe operation of rides.

ii. Staff Training: Our staff members undergo comprehensive training programs that focus on guest safety, emergency preparedness, and standard operating procedures. They are well-versed in crowd management, first aid, and evacuation protocols to ensure a swift and coordinated response in any situation.

iii. Signage and Safety Instructions: Clear and prominent signage is placed throughout the park, providing safety instructions, height restrictions, and any necessary warnings for each attraction. Guests are encouraged to follow these instructions to ensure their own safety and that of others.

iv. Safety Barriers and Queue Management: We have implemented appropriate safety barriers, guardrails, and queue management systems to maintain orderly and secure lines, preventing any accidental contact with moving parts of the rides.

v. Emergency Response: Our park is equipped with emergency response systems, including first aid stations, automated external defibrillators (AEDs), and trained medical personnel to handle any medical emergencies that may arise.

Hygiene Measures:

i. Cleanliness and Sanitization: We maintain rigorous cleanliness standards throughout the park. Our dedicated cleaning staff ensures that common areas, restrooms, dining facilities, and seating areas are regularly cleaned and sanitized. High-touch surfaces, such as ride handles, safety bars, and handrails, receive frequent sanitization.

ii. Hand Hygiene: Hand sanitization stations are strategically placed across the park for guests and employees to maintain proper hand hygiene. We encourage everyone to practice regular handwashing with soap and water for at least 20 seconds.

iii. Food Safety: Our restaurant personnel strictly adhere to food safety regulations and guidelines. They follow proper food handling, storage, and preparation practices to ensure the safety and quality of the food served.

iv. Waste Management: We have implemented effective waste management systems to maintain cleanliness and prevent environmental hazards. Adequate trash bins are available throughout the park, and waste disposal processes are in place to ensure proper segregation and disposal of waste materials.

v. Staff Health and Hygiene: We prioritize the health and well-being of our employees. Regular health check-ups and hygiene training are conducted to ensure that our staff members maintain high personal hygiene standards.

We continuously monitor and review our safety and hygiene protocols to adapt to changing circumstances and advancements in best practices. We collaborate with relevant authorities, safety experts, and industry associations to stay updated on the latest safety guidelines and implement necessary improvements.

At our parks and resort, we want our guests to have a memorable and enjoyable experience while feeling confident in their safety and well-being. We remain dedicated to providing a safe and hygienic environment for everyone, and we appreciate the cooperation and support of our guests in following the safety and hygiene measures we have implemented.

We welcome any feedback or suggestions regarding safety and hygiene at our amusement parks and resort. Together, we can ensure a safe and unforgettable experience for all visitors.

7. Corporate Governance

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

A separate report on Corporate Governance setting out the governance structure, principal activities of the Board and its Committees and the policies and practices that enable the Board to fulfil its stewardship responsibilities together with a Certificate from the Secretarial Auditor of the Company M/s. Somy Jacob & Associates, Practising Company Secretaries, confirming compliance with the conditions of corporate governance is attached with the Corporate Governance Report as Annexure - I.

8. Composition and Meetings of the Board and Committees

During the financial year 2022-23, the Board of Directors had five board meetings. The details regarding the composition and meetings of the Board as well as

Committees are provided in the Corporate Governance Report, forming part of this Report as Annexure - I.

9. Declaration from Independent Directors

For the year under review, the Company has received declarations from the Independent Directors 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 they fulfil 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.

10. Nomination and Remuneration Policy

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

11. Evaluation of Board, Committees, individual Directors and Chairman

The evaluation of Board, Committees of the Board, individual Directors and Chairman pursuant to the provisions of Companies Act, 2013 and the Listing Regulations was conducted for FY 2022-23 by engaging an external independent firm having requisite expertise in this field. An online questionnaire method was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee (“NRC”). The evaluation was made to assess the performance of individual Directors, committees of Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity and confidentiality, etc., were the criterion based on which the performance evaluation was conducted.

The Nomination and Remuneration Committee at their meeting held on May 24, 2023 reviewed the outcome of the evaluation process. The Directors were satisfied by the constructive feedback obtained from their Board colleagues’.

12. Familiarization program for Board Members

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

The Company regularly conducts various familiarization programs for the Independent Directors as a part of the quarterly Board and Committee meetings. Various business heads make presentations to the Board periodically pertaining to the Company’s performance and future strategy for their respective department. Your Board also convenes strategy meetings from time to time to review long term growth plans of the Company. The Board is regularly apprised on all regulatory and policy changes relevant to the business by the Senior Management and the Auditors of the Company.

The familiarisation programs imparted to the Independent Directors included presentations about the strategies, operations, competition landscape, finance, human resource, technology, etc.

13. Management Discussion and Analysis

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

14. 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. Deloitte Haskins & Sells, Chartered Accountants [Firm registration number: 008072S] as statutory auditors of the Company at the 19th Annual General Meeting (AGM) of the Company for a term of five years, which is valid till 25th AGM to be held in 2026. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Report given by Deloitte Haskins & Sells, Chartered Accountants, on the financial statements of the Company for the year 2023 is part of the Annual Report. There has 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.

15. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, Mr. Somy Jacob of M/s. Somy Jacob & Associates, Company Secretaries, is appointed as the Secretarial Auditor of the Company for the FY 2022-23. The Secretarial Audit Report submitted by him is annexed to this Report as Annexure - III.

16. Board Diversity Policy

Your Company believes that a diverse and inclusive Board is essential for achieving long-term growth and development of the Company. This ensures timely anticipation of risks and opportunities. The Company

has a diverse Board consisting of Directors possessing a variety of skills, expertise, qualifications and experience. The details of the key qualifications, 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 at http://www.wonderlo.com/ investnr-relotinns/prnspeotus-nnd-pnlioies.html

17. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions, which is available on the Company’s website at www.wnnderla. cnm/investor-relotinns/prospectus-ond-pnlides. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. All related party transactions are placed before the Audit Committee and Board for review and approval.

No material related party transactions, i.e., 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 given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure - IV to this report.

18. Vigil Mechanism

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

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

19. Policy on Prevention of Sexual Harassment at Workplace

Your Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee 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 the workplace.

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

26. 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 Employee Benefits) Regulations, 2014. The Company has received a certificate from the Secretarial Auditor of the Company 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. The certificate would be placed at the ensuing AGM for inspection by Members of the Company.

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

27. Variation of the market capitalization of the Company

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The market capitalization as of 31st March 2023 was H 2,422.15 Crores as against H 1,329.42 Crores as of 31st March 2022.

28. Investor Relations

Your Company has an active Investor Relations (IR) Programme and continuously strives for excellence in its IR engagement with international and domestic investors through various mediums such as quarterly earnings calls, Investor & Analyst Days, site visits, one-on-one and group meetings, participation in investor conferences and non-deal Roadshows.

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

We would also like to recognize our employees, the backbone of our organization. Your dedication, resilience, and passion are the driving force behind our achievements. Your hard work and commitment to excellence have ensured that we continue to deliver high-quality products and services to our customers. Your relentless pursuit of our company's mission and values inspires us all.

Our suppliers and business partners have played a pivotal role in our success. Your collaboration, reliability, and shared vision have enabled us to build strong and mutually beneficial relationships. Together, we have overcome challenges, embraced innovation, and achieved remarkable outcomes. We extend our deepest appreciation to all our suppliers and partners for their unwavering support.

Last but certainly not least, we would like to acknowledge the communities in which we operate. We recognize our responsibility to be good corporate citizens and to contribute to the social and economic well-being of the communities we serve. Your support and trust in our organization allow us to create positive impacts through various corporate social responsibility initiatives.

As we reflect on our achievements, we also remain committed to continuous improvement and growth. We understand that our success is built on the collective efforts and collaborations of all our stakeholders. Your feedback, insights, and constructive criticism have been invaluable in shaping our strategies and fostering a culture of innovation.

The Board of Directors and the entire management team, expresses deepest gratitude to all our stakeholders for their unwavering support and dedication. Your commitment and contributions have been fundamental to our achievements, and we look forward to continuing this journey together, creating shared value and building a brighter future.

For and on behalf of the Board of Wonderla Holidays Limited

Place: Kochi M. Ramachandran

Date: 24/05/2023 Chairman