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You can view full text of the latest Director's Report for the company.

BSE: 538268ISIN: INE066O01014INDUSTRY: Amusement Parks/Recreation

BSE   ` 517.40   Open: 516.90   Today's Range 513.90
520.15
+3.65 (+ 0.71 %) Prev Close: 513.75 52 Week Range 458.00
663.95
Year End :2026-03 

On behalf of the Board of Directors of Wonderla Holidays Limited, it is our pleasure to present the Directors' Report together
with the Audited Financial Statements for the financial year ended March 31, 2026. This report provides a transparent and
comprehensive overview of the Company's operational performance, financial results, key developments, and compliance
disclosures during the year under review, in accordance with the requirements of the Companies Act, 2013 and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Performance Overview: Financial Strength & Operational Excellence

For the financial year ended March 31, 2026, the Company achieved significant milestones in footfall and revenue growth,
while navigating higher cost pressures arising from the commissioning of the ISLE and Chennai park. The key financial
highlights are presented below:

Awards & Recognition

The year 2025-26 was marked by several prestigious
accolades, underscoring our unwavering commitment
to quality, innovation, and exceptional guest experience
across all our parks and resort operations. These
recognitions are further strengthened by the successful
inauguration of our Chennai park, which represents a
significant milestone in our continued expansion and
pursuit of excellence.

These accolades reflect the collective effort, passion, and
dedication of every member of the Wonderla family, and

reaffirm our steadfast commitment to delivering world-
class entertainment experiences upheld by the highest
standards of safety, hygiene, and operational excellence.

Kerala State Pollution Control Board Award in the
Other Category for Outstanding Contribution and
Commitment Towards Environmental Protection &
Sustainable Practices.

Telangana Tourism Award - 2025 "Award for

Excellence" in the category of social media.

IAAPI National Award for Excellence 2025 - Winner -
Most Innovative Ride - Tier 1.

Particulars

FY 2025-26
(^ in Lakhs)

FY 2024-25
(^ in Lakhs)

Change (%)

Total Footfall

32.19 Lakh visitors

30.49 Lakh visitors

5.58%

Revenue from Operations

51,877.23

45,857.08

13.13%

Total Income

55,107.90

48,278.11

14.15%

Total Expenses (Including Exceptional Item - Impact of
new labour code)

44,274.49

36,923.09

19.91%

Profit Before Tax (PBT)

10,833.41

11,355.02

-4.59%

Profit After Tax (PAT)

8,173.44

10,927.44

-25.20%

Basic Earnings Per Share (^)

12.89

18.61

-30.73%

2. Capital Structure

We are pleased to report notable changes in the Company's capital structure, aimed at strengthening our financial
foundation and supporting the execution of our strategic growth initiatives.

Authorized
Share Capital

Rs. 80,00,00,000 (8,00,00,000 Equity Shares of Rs. 10/- each).

Paid-up
Share Capital

<

I

Increased from Rs. 63,40,87,630 (6,34,08,763 Equity Shares of Rs. 10 each) to
Rs. 63,42,27,660 (6,34,22,766 Equity Shares of Rs. 10 each), pursuant to allotment
of shares under the Employee Stock Option Scheme.

Market

Capitalization

§

As of March 31, 2026 — Rs. 3081.08 Crores (as against Rs. 4,145.66 Crores
as of March 31, 2025).

Shareholders'

Equity

Rs. 1,796.90 Crores as of March 31, 2026.

Stock Exchange
Listing

Equity shares of the Company are actively listed and traded on the National Stock
Exchange of India Limited (NSE: WONDERLA) and BSE Limited (BSE: 538268).
Annual listing fees for FY 2025-26 have been duly paid to both exchanges.

Changes in Share Capital During FY 2025-26

During the year under review, the paid-up share capital of the Company increased on account of allotment of equity shares
upon exercise of stock options under the Employee Stock Option Scheme, 2016 (ESOS 2016). The details of allotments
made during the year are as follows:

Date of Allotment

No. of Shares Allotted

Face Value (Rs.)

Reason for Allotment

Various dates

14,003

Rs. 10/-

Allotment under ESOS 2016

3. Dividend

The Board of Directors has recommended a final dividend of 20% on the face value of the equity shares, i.e., Rs. 2.00
per equity share of face value Rs. 10/- each, for the financial year ended March 31, 2026, subject to the approval of the
Members at the ensuing Annual General Meeting.

In accordance with the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend income is taxable in the
hands of the shareholders at the applicable rates. The Company will make necessary deductions of Tax Deducted at Source
(TDS) as applicable.

The Board has not proposed any transfer to the General Reserve for the financial year under review.

The Company's Dividend Distribution Policy, formulated in compliance with Regulation 43A of the SEBI Listing Regulations,
is available on the Company's website: http://www.wonderla.com/investor-relations/prospectus-and-policies.html

4. Utilisation of QIP Proceeds as on March 31, 2026

Pursuant to the Qualified Institutional Placement (QIP) undertaken by the Company, the details of utilisation of the funds
raised are set out below:

Original object

Modified
object, if
any

Original

allocation

Modified
allocation,
if any

Funds

utilized

Amount of Deviation/
Variation for the
quarter according to
applicable object

Remarks

Funding capital expenditure
requirements in relation to
development of
Wonderla
Chennai Park

390.00

351.00

351.00

Funding capital expenditure
requirements in relation to expansion
and development of Glamping
Pods and ancillary service areas at
Wonderla Bengaluru

25.00

25.00

Funding capital expenditure
requirements in relation to certain
refurbishment at
Wonderla Resort,
Bangalore

16.00

16.00

Funding capital expenditure
requirements in relation to setting up
of a roller coaster ride at
Wonderla
Park, Bengaluru

16.00

16.00

Original object

Modified
object, if
any

Original

allocation

Modified
allocation,
if any

Funds

utilized

Amount of Deviation/
Variation for the
quarter according to
applicable object

Remarks

General Corporate Purpose

-

78.00

117.00

117

-

-

Issue expenses

-

15.00

-

15.00

-

-

Total

540.00

540.00

*Gross proceeds raised through QIP was Rs.540 crores and net proceeds was Rs.525 crores, net of issue expenses amounting to Rs.15 crores.

5. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,

the Board of Directors hereby confirms and states that:

• In the preparation of the annual accounts for
the financial year ended March 31, 2026, the
applicable accounting standards issued by the
Institute of Chartered Accountants of India (ICAI)
have been followed, and there are no material
departures from the same.

• The Directors have selected such accounting
policies in consultation with the Statutory Auditors
and applied them consistently, and have made
judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the
state of affairs of the Company as at March 31,
2026, and of the profit of the Company for the year
ended on that date.

• The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company, and for preventing and detecting
fraud and other irregularities.

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

• The Directors have laid down internal financial
controls to be followed by the Company, and such
internal financial controls are adequate and are
operating effectively.

• The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws, and that such systems are adequate and
operating effectively.

6. Internal Financial Control Systems and Their
Adequacy

The Company has established a comprehensive Internal

Financial Control System (IFCS) framework in alignment

with the requirements and principles prescribed under

Section 134(5)(e) of the Companies Act, 2013. The
Company views internal financial controls not merely
as a statutory obligation, but as a strategic enabler that
underpins sustainable growth, operational excellence,
and long-term value creation.

The Internal Financial Control Systems at Wonderla
are designed to provide reasonable assurance in the
following key areas:

• Integrity and reliability of financial reporting: All

financial transactions are systematically recorded,
validated, and reported to ensure completeness,
accuracy, and transparency.

• Operational discipline and efficiency: Standardized
processes, supported by automation and digital
controls, enable efficient operations and facilitate
early detection of errors or fraudulent activities.

• Protection of physical and intangible assets:

Robust security protocols, controlled access
mechanisms, segregation of responsibilities,
and periodic physical verifications safeguard
Company assets.

• Regulatory and statutory compliance: The

Company maintains a strong compliance
framework to ensure adherence to applicable laws
and regulations.

• Robust revenue management controls: End-

to-end controls across all revenue streams
ensure proper recording through secure billing
systems, automated reconciliations, and real¬
time monitoring.

• Enterprise-wide risk management: A structured
and proactive risk management framework supports
business continuity and long-term stability.

Based on the review by the Audit Committee and
assessment by the Statutory Auditors, the Board
is satisfied that the internal financial controls were
adequate and operating effectively during FY 2025-26.

7. Health & Safety at Wonderla

Wonderla Holidays Limited is committed to delivering a
safe, hygienic, and worry-free experience for every guest.
Our approach combines rigorous safety systems, global
standards, and a culture of proactive care—so visitors
can focus on enjoying every moment of excitement
and relaxation.

Ride & Operational Safety

Daily Multi-Point Inspections: Certified technicians
conduct detailed checks of all rides and structures
before the park opens each day.

Independent Audits: Annual evaluations by third-
party certified engineers ensure unbiased validation
of safety standards.

Emergency Systems: All rides are equipped
with immediate stop mechanisms, supported
by staff trained in rapid shutdown and
evacuation procedures.

Operator Expertise: Ride operators undergo
intensive training, including regular refreshers on
routine operations and emergency handling.

Secure Boarding: Restraints are double-checked,
boarding protocols are standardized, and stations
are fully staffed to minimize risk.

Global-Standard HSE Systems

• Full Regulatory Compliance: Adherence to all
Government of India and local safety regulations
across operations.

• ISO-Certified Systems: Integrated Environment
and Safety Management Systems aligned with ISO
45001:2018, certified by BVQI.

• Advanced Risk Methodologies: Use of globally
recognized tools such as HIRA, HAZOP, HAZID, and
LOPA for proactive risk identification and mitigation.

8. Corporate Governance

The Company believes that strong corporate governance
goes beyond mere compliance—it reflects the

organization's commitment to transparency, ethical
conduct, and accountable leadership. The Corporate
Governance Report, along with a certificate from the
Secretarial Auditor, M/s. Somy Jacob & Associates,
Practising Company Secretaries, confirming compliance
with applicable governance requirements, forms an integral
part of this Annual Report and is annexed as
Annexure - I.

9. Board of Directors, Composition & Meetings

The composition of the Board, Board Committees,
meetings held during the year, the attendance etc., are
provided in the corporate governance report enclosed
to this report.

10. Independent Directors

10.1 Declaration by Independent Directors

All Independent Directors have submitted their
declarations confirming that they satisfy the criteria of
independence as prescribed under 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. Further, all Independent Directors have
registered themselves in the databank of Independent
Directors maintained by the Indian Institute of Corporate
Affairs (IICA), as required under Section 150 of the
Companies Act, 2013.

The Independent Directors of the Company are:

• Ms. Anjali Nair (DIN: 08574898)

• Mr. K. Ullas Kamath (DIN: 00506681)

• Mr. Madan Achutha Padaki (DIN: 00213971)

• Mr. Aprameya Radhakrishna (DIN: 03356958)

Each Independent Director has affirmed adherence
to the Code of Conduct for Independent Directors, as
outlined in Schedule IV of the Companies Act, 2013. The
Board has reviewed these declarations and is satisfied
as to their veracity.

10.2 Separate Meeting of Independent Directors

During the year under review, the Independent Directors
held a separate meeting on March 20, 2026 as required
under Schedule IV of the Companies Act, 2013 (Code
for Independent Directors) and Regulation 25(3) of
the Listing Regulations, without the presence of the
Executive Director and Management. At this meeting,
the Independent Directors:

• Reviewed the performance of the Non-Independent
Directors, the Board as a whole, and the Chairperson
of the Company.

• Assessed the quality, quantity, and timeliness
of flow of information between the Company's
Management and the Board.

• Expressed satisfaction with the overall governance
framework and the quality of information shared
with the Board.

11. Appointment of Directors, Key Managerial
Personnel & Remuneration Policy

11.1 Directors Retiring by Rotation

In accordance with Section 152(6) of the Companies Act,
2013 and the Articles of Association of the Company,
Ms. Priya Sarah Cheeran Joseph, Non-Executive Director
[DIN - 00027560], retires by rotation at the ensuing
Annual General Meeting and, being eligible, offers
herself for re-appointment. The Board recommends her
re-appointment.

11.2 Key Managerial Personnel

The following persons are the Key Managerial Personnel
(KMP) of the Company as on March 31, 2026, in terms of
Section 203 of the Companies Act, 2013:

Name

Designation

Mr. Arun K Chittilappilly

Managing Director &
Executive Chairman

Mr. Saji K Louiz

Chief Financial Officer

Mr. Srinivasulu Raju Y

Company Secretary &
Compliance Officer

11.3 Remuneration Policy

The Nomination and Remuneration Policy of the
Company has been formulated in accordance with
Section 178(3) of the Companies Act, 2013 and
Regulation 19 of the SEBI Listing Regulations. The policy
covers the criteria for determining qualifications, positive
attributes, independence of directors, and remuneration
for the Directors, Key Managerial Personnel, and other
Senior Management. The policy is available on the
Company's website at the link
https://www.wonderla.
com/investor-relations.

12. Annual Evaluation of Board Performance

A comprehensive evaluation of the performance of the
Board, its Committees, individual Directors (including
Independent Directors), and the Chairperson for
FY 2025-26 was conducted in accordance with the
provisions of the Companies Act, 2013, Schedule IV of
the Act, and the applicable SEBI Listing Regulations. To
ensure objectivity and rigor, the Company engaged an
independent external firm with specialized expertise to
facilitate this process.

The evaluation was carried out through a structured
online questionnaire, based on criteria developed by
the Nomination and Remuneration Committee. Key
parameters included Board composition and diversity,
strategic oversight, risk governance, adherence to the
Code of Conduct, leadership effectiveness, independence
of judgment, integrity, and quality of information flow.

The Nomination and Remuneration Committee reviewed
the outcomes at its meeting held on May 7, 2026. The
Board was satisfied with the overall performance and
noted areas for continued improvement.

13. Familiarization Programme for Independent
Directors

The Company has in place a structured Familiarization
Programme for Independent Directors as required
under Regulation 25(7) of the SEBI Listing Regulations.
The Programme is designed to provide Independent
Directors with a comprehensive understanding of the
Company's business operations, industry landscape,
financial performance, risk management framework,
and applicable regulatory environment.

During FY 2025-26, familiarization sessions were
conducted covering the following areas:

• Overview of the Company's business operations,
expansion plans, and strategic priorities.

• Updates on financial performance, capital
expenditure, and funding plans.

• Regulatory developments relevant to the
amusement park and entertainment industry.

• Updates on the Chennai park launch and
operational performance.

• Information technology systems, cybersecurity
practices, and data governance.

Details of the familiarization programmes conducted
during the year are available on the Company's website.

14. Management Discussion & Analysis

The Management Discussion and Analysis (MD&A)

Report, prepared in accordance with Regulation 34(3)
read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is
presented as a separate section and forms an integral
part of this Annual Report as
Annexure - II.

15. Auditors

15.1 Statutory Auditor

M/s. Deloitte Haskins & Sells, Chartered Accountants
(Firm Registration No. 008072S), were appointed as the
Statutory Auditors of the Company at the 19th Annual
General Meeting for an initial term of five consecutive
years. Having completed their first term, the firm has
expressed their willingness to be reappointed for a
second consecutive term of five years.

The Audit Committee, at its meeting held on May 7,
2026, reviewed and evaluated the performance and
independence of the firm during their first tenure and,
being satisfied with the same, recommended their
reappointment as Statutory Auditors of the Company
for a further term of five consecutive years, commencing
from the conclusion of the 24th Annual General Meeting
till the conclusion of the 29th Annual General Meeting.

The Board of Directors, at its meeting held on May 7,
2026, considered the recommendation of the Audit
Committee and consented to the reappointment of
M/s. Deloitte Haskins & Sells, Chartered Accountants,
as Statutory Auditors of the Company, subject to the
approval of the Members.

Accordingly, a resolution seeking Members' approval
for the reappointment of M/s. Deloitte Haskins & Sells,
Chartered Accountants, as Statutory Auditors of the
Company for a second term of five consecutive years
forms part of the Notice of the 24th Annual General
Meeting, and the same is recommended for your approval.

The Company has received a written consent
and certificate from the firm confirming that their
reappointment, if made, shall be in accordance with
the conditions prescribed under Sections 139 and
141 of the Companies Act, 2013, and that they are
not disqualified from being reappointed as Statutory
Auditors of the Company.

The Auditors' Report on the Financial Statements
for FY 2025-26 does not contain any qualifications,
reservations, adverse remarks, or disclaimers and forms
part of this Annual Report. During the year, the Auditors
have not reported any fraud under Section 143(12) of
the Act; accordingly, no disclosure is required under
Section 134(3)(ca).

15.2 Secretarial Auditor

In accordance with the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. Somy Jacob & Associates,
Practising Company Secretaries, have been appointed
as Secretarial Auditor for a period of five consecutive
years commencing from FY 2025-26.

The Secretarial Audit Report in Form MR-3, for the
financial year ended March 31, 2026, is annexed
as
Annexure - III and forms part of this Report.
The Secretarial Audit Report does not contain any
qualification, reservation, or adverse remark.

15.3 Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Accounts) Rules,
2014, the Company has appointed Varma & Varma,
Chartered Accountants, as the Internal Auditor for
FY 2025-26. The Internal Audit function reports directly
to the Audit Committee, which reviews the adequacy and
effectiveness of internal audit activities at its meetings.

15.4 Cost Auditor

The Company is not required to maintain cost records
as prescribed under Section 148(1) of the Companies
Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014, as the nature of the Company's
business (amusement parks and hospitality) does not
fall within the purview of the said Rules.

16. Board Diversity Policy

The Company places strong emphasis on maintaining
a diverse Board comprising professionals with varied
expertise, skills, and perspectives. The Board includes
individuals with extensive experience in hospitality and
entertainment management, electrical engineering,
finance, marketing, law, and other relevant domains.
This deliberate mix of competencies strengthens the
governance framework and enables the Company to
navigate the dynamic challenges of the amusement park
and entertainment industry.

The Board Diversity Policy is available on the
Company's website at:

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

prospectus-and-policies.html

17. Loans from Directors or Relatives of Directors

During the financial year ended March 31, 2026, the
Company has not availed any loans from its Directors
or from relatives of its Directors within the meaning
of the Companies Act, 2013 and applicable rules
framed thereunder.

18. Related Party Transactions

All transactions entered into by the Company with
Related Parties during the financial year ended March
31, 2026 were in the ordinary course of business and on
an arm's length basis. The Company has a Related Party
Transactions Policy in accordance with Section 188 of
the Companies Act, 2013 and Regulation 23 of the SEBI
Listing Regulations.

The Company confirms that no material related party
transactions—as defined under the Company's Related
Party Transactions Policy (i.e., transactions exceeding
10% of the annual consolidated turnover based on the
last audited financial statements)—were undertaken
during the year. The requisite disclosures under
Section 134(3)(h) read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are provided in Form AOC-2,
annexed as
Annexure - IV.

The Related Party Transactions Policy is available on the
Company's website.

19. Vigil Mechanism / Whistleblower Policy

In accordance with Section 177(9) of the Companies Act,
2013 and Regulation 22 of the SEBI Listing Regulations,
the Company has established a Vigil Mechanism /
Whistleblower Policy to enable Directors, employees, and
other stakeholders to report concerns about unethical
behavior, fraud, violation of the Company's Code of
Conduct, or any other genuine concern. The policy
provides adequate safeguards against victimization and
ensures confidentiality of the identity of the complainant.

The Audit Committee oversees the functioning of the
Vigil Mechanism. Direct access to the Chairperson of the
Audit Committee is provided in appropriate or exceptional
cases. No personnel have been denied access to the
Audit Committee during the year. The Vigil Mechanism
Policy is available on the Company's website.

20. Policy on Prevention of Sexual Harassment at
Workplace (POSH)

The Company is committed to providing a safe, respectful,
and equitable work environment for all its employees. In
compliance with the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”), the Company has constituted an
Internal Committee (IC) at each of its locations.

The summary of POSH complaints during FY 2025¬
26 is as follows:

Particulars

Details

Number of complaints of sexual
harassment received in the year

2

Number of complaints disposed

4 (includes 2 carried

of during the year

forward from
previous year)

Number of cases pending for
more than ninety days

-

No. of workshops or awareness
programs

3

The Company continues to organize awareness sessions
and training programmes for employees on the provisions
of the POSH Act and the Company's POSH Policy.

21. Corporate Social Responsibility (CSR)

The Company's CSR activities are carried out in
accordance with Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The CSR Policy of the Company is
available on the Company's website.

The Company is required to spend 2% of the average
net profits of the preceding three financial years on CSR
activities, as per Section 135 of the Act. The details of
CSR expenditure and activities during FY 2025-26 are
provided in the Annual Report on CSR Activities annexed
as
Annexure - V.

22. Business Responsibility & Sustainability
Report (BRSR)

As required under Regulation 34(2)(f) of the SEBI
Listing Regulations, the Business Responsibility and
Sustainability Report (BRSR), describing the Company's
performance against the nine principles of the National
Guidelines on Responsible Business Conduct (NGRBC),
forms part of this Annual Report and is available on the
Company's website at:

https://www.wonderla.com/investor-relations/business-

rRsponsibility-and-sustainability-report.html

23. Particulars of Loans, Guarantees, and
Investments

Details of loans granted, guarantees issued, and
investments made by the Company during the financial
year ended March 31, 2026, as required under Section
186 of the Companies Act, 2013, are disclosed in the
Notes to the Standalone Financial Statements forming
part of this Annual Report.

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

In accordance with the requirements of Section 134(3)
(m) of the Companies Act, 2013, read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, the particulars
relating to conservation of energy, technology absorption,
and foreign exchange earnings and outgo are provided
in Annexure - VI to this Report.

25. Compliance with Secretarial Standards

The Company has duly complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) — SS-1 (Secretarial
Standard on Meetings of the Board of Directors) and
SS-2 (Secretarial Standard on General Meetings) — as
notified under Section 118(10) of the Companies Act,
2013, for the financial year ended March 31, 2026.

26. Particulars of Employees & Employee Stock
Options

26.1 Employee Strength

As on March 31, 2026, the Company had 871 permanent
employees on its rolls. The Company remains committed
to building a diverse, skilled, and motivated workforce.

26.2 Remuneration Disclosures

The disclosure of the ratio of remuneration of each
Director to the median remuneration of employees,
and other prescribed particulars under Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed as
Annexure - VII.

The statement of employees in receipt of remuneration
of not less than Rs. 1.02 Crore per annum or Rs. 8.5
Lakhs per month, as required under Section 197(12)
read with Rules 5(2) and 5(3), is available for inspection
at the Registered Office during business hours, 21 days
prior to the AGM, and will be provided to shareholders
on request. These details are also available on the
Company's website.

26.3 Employee Stock Option Scheme (ESOS 2016)

The Company has in place the Employee Stock Option
Scheme, 2016 (ESOS 2016), duly approved by the
shareholders, to attract and retain talent, and to
align employee interests with the long-term growth
of the Company. During the year, the Board, on the
recommendation of the Nomination and Remuneration
Committee, granted 180,780 stock options to eligible
employees under ESOS 2016.

A certificate from the Secretarial Auditor confirming
that ESOS 2016 has been implemented in accordance

with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the resolutions
passed by the Members shall be placed before the AGM
for inspection.

The disclosures required under Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014,
and Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are
annexed as
Annexure - VIII.

27. Investor Relations

The Company places strong emphasis on fostering
effective and transparent investor relations through
multiple channels, including quarterly investor
presentations, analyst calls, and participation in investor
conferences. A dedicated Investor Relations section is
maintained on the Company's website:

https://www.wonderla.com/investor-relations/quarterly-

investor-presentation.html

28. Inauguration of Chennai Park

During FY 2025-26, Wonderla Holidays Limited marked
a landmark milestone in its expansion journey with the
inauguration of its fifth amusement park in Chennai,
Tamil Nadu. The park was officially inaugurated on
December 1, 2025, by Shri M. K. Stalin, Hon’ble Chief
Minister of Tamil Nadu, and opened to the public on
December 2, 2025.

Location

Old Mahabalipuram Road (OMR),
Chennai, Tamil Nadu

Total Area

Approximately 64.3 acres

Total Rides

43 rides (27 land-based,
16 water-based)

Project Cost

~Rs. 522.47 crores
(budgeted: Rs. 610.93 crores)

Amount

Capitalised (as of
March 31, 2026)

Rs. 458.88 crores

Project Duration

~21 months

The Chennai park is expected to significantly strengthen
Wonderla's presence in South India, enhance tourism
inflows, and contribute meaningfully to long-term
revenue growth, while generating employment and
supporting regional economic development.

29. Launch of The ISLE

During the year under review, the Company successfully
launched
'The ISLE by Wonderla' in May 2025, as an

expansion to its Resort business in Bengaluru, marking a
significant milestone in the Company's strategic journey
towards expanding its hospitality and leisure offerings.
The ISLE by Wonderla is a premium resort experience
designed to complement and enhance the overall guest
experience at the Company's flagship amusement park

destinations, offering world-class amenities, immersive
stay experiences, and seamless integration with the
park ecosystem.

The launch of The ISLE reflects the Company's vision to
evolve from a pure-play amusement park operator into
a comprehensive leisure and entertainment destination,
catering to the growing aspirations of families, tourists,
and experience-seeking guests. The addition of this
hospitality vertical is expected to strengthen guest
engagement, increase average revenue per visitor,
and contribute positively to the Company's long-term
growth trajectory.

The Board is pleased to note the successful commissioning
of this venture and looks forward to its continued growth
and contribution to the Company's overall performance
in the years ahead.

30. Significant and Material Orders Passed by
Regulators or Courts

During the financial year ended March 31, 2026, no
significant or material orders have been passed by any
Regulator(s), Court(s), or Tribunal(s) impacting the going
concern status of the Company or its operations in future.

31. Material Changes and Commitments Affecting
the Financial Position

There are no material changes or commitments affecting
the financial position of the Company between the end
of the financial year ended March 31, 2026 and the date
of this Report.

32. Public Deposits

During the financial year ended March 31, 2026, the
Company has not accepted any deposits from the public
or its Members within the meaning of Sections 73 to 76
of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, no
amount of principal or interest was outstanding as on
March 31, 2026.

33. Risk Management

The Company has constituted a Risk Management
Committee in accordance with Regulation 21 of the SEBI
Listing Regulations. The Risk Management Policy of the
Company provides a structured approach to identifying,
assessing, monitoring, and mitigating key business risks.

Key risk categories identified and monitored by the
Company include:

• Operational Risks: Safety incidents, equipment
failure, and park operational disruptions.

• Financial Risks: Foreign exchange fluctuations,
liquidity management, and credit risks.

Regulatory and Compliance Risks: Changes
in applicable laws, environment, safety and
labour regulations.

Reputational Risks: Adverse publicity, social media,
and customer perception management.

Strategic Risks: Competitive landscape, new park
execution, and market demand variability.

The Risk Management Committee met twice during

FY 2025-26 and reviewed the key risks and mitigation

measures in place. Details of the Risk Management

framework are provided in the Management Discussion

& Analysis Report (Annexure - II).

34. Other Disclosures

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

Annual Return: The Annual Return as required
under Section 92(3) of the Companies Act,
2013 is available on the Company's website at:
https://www.wondRrla.com/invRstor-relations/
annual-return.html

Nature of Business: There has been no change in
the nature of the Company's business during the
year under review up to the date of this Report.

Insolvency and Bankruptcy Code: No application
has been made, nor any proceeding is pending
against the Company under the Insolvency and
Bankruptcy Code, 2016.

Cost Records: The Company is not required to
maintain cost records as prescribed under Section
148(1) of the Companies Act, 2013.

Shares with Differential Voting Rights / Sweat
Equity:
The Company has not issued any shares
with differential voting rights or sweat equity
shares during the financial year under review.

Demat Suspense / Unclaimed Shares: Details,
as required under Schedule V of the SEBI Listing
Regulations, are provided in the Corporate
Governance Report
(Annexure - I).

Compliance with applicable Secretarial
Standards:
Confirmed. See Section 25 above.

35. Acknowledgements & Appreciation

As we embark on the next phase of our journey, the
Board of Directors of Wonderla Holidays Limited
extends its heartfelt gratitude to all stakeholders who
have contributed to its continued success.

To our valued shareholders: Your continued trust,
confidence, and unwavering support have been
instrumental in our growth. We remain committed to
creating sustainable value, both in financial performance
and in the memorable experiences we deliver.

To our cherished customers: You remain at the heart of
Wonderla. The joy, laughter, and unforgettable memories
you create at our parks motivate us every day. We thank
you for choosing us as part of your special moments with
family and friends.

To our dedicated employees: You are the foundation
of Wonderla's success. Your dedication, passion, and
commitment bring our vision to life. Every team member
plays a vital role in delivering memorable experiences.

To our valued partners, bankers, and vendors: We deeply
appreciate the spirit of collaboration and shared purpose
that strengthens our partnerships.

To the Regulators and Government Authorities: We thank
the Securities and Exchange Board of India, the Ministry
of Corporate Affairs, the National Stock Exchange, BSE
Limited, and various Central and State Government
agencies for their support and guidance.

Looking ahead, we remain optimistic and energized
about the future. With ambitious plans for expansion,
innovation, and enhanced guest experiences, we are
committed to raising the bar in the entertainment industry.

For and on behalf of the Board of Directors of
Wonderla Holidays Limited

Arun K Chittilappilly

Place: Bengaluru Chairman & Managing Director

Date: May 7, 2026 DIN: 00036185