Director's Report


Le Travenues Technology Ltd
BSE Code 544192 ISIN Demat INE0HV901016 Book Value (₹) 15.85 NSE Symbol IXIGO Div & Yield % 0 Market Cap ( Cr.) 8,989.04 P/E * 121.18 EPS * 1.9 Face Value (₹) 1
* Profit to Earning Ratio
* Earning Per Share

Dear Members,

Your directors have the pleasure of presenting their seventeenth report on the business and operations of Le Travenues Technology Limited (the "Company" / "ixigo") together with the audited financial statements for the financial year ended March 31, 2023.

I. Financial Statements and Results

1. Financial Results

The standalone and consolidated financial highlights of your Company's operations are summarised below:

(Rs in million)

Particulars Standalone Consolidated
FY 2023 FY 2022 FY 2023 FY 2022
Income
Revenue from operations 3,299.78 2,534.06 5,012.50 3,795.80
Other Income 152.20 58.04 163.23 53.61
Total income (1) 3,451.98 2,592.10 5,175.73 3,849.41
Expenses
Employee benefit expense 1,124.61 853.42 1,262.61 951.60
Finance cost 8.67 27.29 9.49 28.03
Depreciation and amortization expense 70.61 45.66 108.15 78.43
Other expenses 2,171.09 1,993.58 3,462.67 2,967.35
Total expense (II) 3,374.98 2,919.95 4,842.92 4,025.41
Profit/(Loss) before exceptional items and tax (III) = (1) - (II) 77.00 (327.85) 332.81 (176.00)
Exceptional Items (IV) 126.07 - 126.07 -
Profit/(Loss) after exceptional items (V) = (III) - (IV) (49.07) (327.85) 206.74 (176.00)
Tax expenses/(income) (VI)
Current tax - - 76.77 55.40
Deferred tax (94.41) (7.40) (103.99) (20.46)
Profit / (loss) for the year (VII) = (V) -(VI) 45.34 (320.45) 233.96 (210.94)
Re-measurement (loss) / gains on defined benefit plans (VIII) (2.46) (0.83) (2.77) (1.61)
Income tax relating to items that will not be reclassified to profit and loss (IX) 0.62 0.70 0.20
Total comprehensive income / (loss) for the year, net of taxes (X) = (VII) + (VIII) + (IX) 43.50 (321.28) 231.89 (212.35)
Earnings per equity share (Nominal
value per share - ?1)
Basic 0.12 (0.87) 0.58 (0.66)
Diluted 0.12 (0.87) 0.57 (0.66)

2. Result of Operations

Consolidated Accounts

• Total income during the year 2022-23 increased to Rs 5,175.73 million as against Rs 3,849.41 million during the year 2021-22, a growth of 34.46%.

• Profit after tax is f233.96 million during the year 2022-23 as compared to loss after tax of f(210.94) million during the year 2021-22.

Standalone Accounts

• Total income during the year 2022-23 increased to Rs 3,451.98 million as against f2,592.10 million during the year 2021-22, a growth of 33.17%.

• Profit after tax is f45.34 million during the year 2022-23 as compared to loss after tax of f (320.45) million during the year 2021-22.

3. Appropriation and Reserves Dividend

With a view to reinvesting the profits of the business, the board of directors of your Company (the "Board") does not recommend any dividend on equity shares of the Company for the year ended March 31, 2023.

Reserves

Your directors have not proposed transferring any amount to reserves for the financial year 2022- 23.

4. Subsidiaries, Joint Ventures, and Associates of the Company

During the year under review, your Company invested in Freshbus Private Limited ("Freshbus") effective November 22, 2022.

The Company has the following subsidiaries as of March 31, 2023:

• Travenues Innovations Private Limited (wholly owned subsidiary);

• Confirm Ticket Online Solutions Private Limited (90.08% subsidiary);

• Ixigo Europe, S.L. (wholly owned subsidiary); and

• Freshbus Private Limited (53.22% subsidiary).

During the year under review, your Company did not have any associate or joint venture company.

A statement containing salient features, performance, and financial position of each of the subsidiaries for the financial year ended March 31, 2023, is attached with the financial statement of the Company in the prescribed Form AOC-1 as Annexure - 1 and forms part of this report.

The entire set of subsidiaries' financials are available for inspection at the registered office of the Company in accordance with the requirements of the Companies Act, 2013.

5. Consolidated Financial Statements

The consolidated financial statements of the Company prepared as per the applicable accounting standard consolidating the Company's accounts with its subsidiaries will form part of the annual report.

6. Revision of Financial Statement

There was no revision of the financial statements for the year under review.

7. Changes in the capital structure

During the year under review, there was no change in the authorised, subscribed, and paid-up share capital of the Company except the following:

a) Reclassification of the Authorised share capital of the Company

The members at the extraordinary general meeting of the Company held on October 12, 2022, had approved the reclassification of the authorised share capital of the Company by reclassification/ cancellation of the entire unissued preference share capital into equity share capital with the revised authorised share capital of f50,00,00,000/- (Rupees Fifty Crore only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of f 1/- (Rupee One only) each and consequently alter Clause V of the Memorandum of Association of the Company.

b) Allotment of shares upon exercise of options granted under the employee's stock option schemes

Your Company is having six employees stock option schemes namely Le Travenues Technology - Employees Stock Option Scheme 2009 ("ESOS 2009"); Le Travenues Technology - Employees Stock Option Scheme 2012 ("ESOS 2012"); Le Travenues Technology - Employees Stock Option Scheme 2013 ("ESOS 2013"); Le Travenues Technology - Employees Stock Option Scheme 2016 ("ESOS 2016"), Le Travenues Technology - Employees Stock Option Scheme 2020 ("ESOS 2020") and Le Travenues Technology - Employees Stock Option Scheme 2021 ("ESOS 2021") (hereinafter collectively referred to in this report as "Prevailing ESOS") and your directors have allotted the following equity shares during the year under review on the following dates as set out below, consequent upon exercise of vested options granted under the prevailing employees stock option schemes of the Company:

(i) Allotment on May 04, 2022

• 88,000 equity share of Rs. 1 each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2012;

• 4,13,000 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2013;

• 54,400 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2016;

• 2,22,086 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2020;

• 3,86,345 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2021;

• 4,000 equity shares of Re. 1/- each at an Exercise Price of Rs. 0.50/- per share and at an Issue Price of Re 1/- per share by utilising the Securities Premium Account of Rs. 0.50/- per share under ESOS 2020.

(ii) Allotment on September 16, 2022

• 55,200 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2013;

• 96,000 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2016;

• 11,200 equity shares of Re. 1/- each at an Exercise Price of Rs. 0.50/- per share and at an Issue Price of Re 1/- per share by utilising the Securities Premium Account of Rs. 0.50/- per share under ESOS 2020;

• 44,900 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2020;

• 79,781 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2021.

(iii) Allotment on January 14, 2023

• Allotment of 1,056 equity shares of Re. 1/- each at a premium of Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2021.

c) Initial Public Offer

At the fifteenth annual general meeting of the Company held on July 29, 2021, the shareholders approved the special resolution for raising capital through an initial public offering. Subsequently, the Company filed the draft red herring prospectus ("DRHP") dated August 12, 2021, with the Securities and Exchange Board of India ("SEBI"). In December 2021, SEBI issued the observation letter, in compliance with which the proposed issue can open for subscription within a period of 12 months from the date of the issuance of the said letter. Due to certain unfavorable market conditions, the Company has deferred the plan to raise the capital through a public issue.

8. Public Deposits

During the financial year under review, your Company has not accepted or renewed any deposit falling within the purview of the provisions of Sections 73 and 74 of the Companies Act, 2013 (the "Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the requirement for furnishing details of deposits that are not in compliance with Chapter V of the Act is not applicable.

9. Amendment / Alteration of the Memorandum of Association and Articles of Association of the Company

During the year under review, the Memorandum of Association of the Company was amended with the approval of the members at the extraordinary general meeting of the Company held on October 12, 2022, approved the reclassification of the authorised share capital of the Company by reclassification/cancellation of the entire unissued preference share capital into equity share capital with the revised authorised share capital of ^50,00,00,000/- (Rupees Fifty Crore only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of f 1/- (Rupee One

only) each and consequently alter Clause V of the Memorandum of Association of the Company.

10. Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed below and elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

Subsequent to the year ended March 31, 2023, the Board of Directors of the Company at their meeting held on April 24, 2023, considered and approved the Scheme of Amalgamation of Confirm Ticket Online Solutions Private Limited, a subsidiary of the Company ("Transferor Company") with and into Le Travenues Technology Limited ("Transferee Company"). Further, the Company, having received requisite threshold of approvals from the equity shareholders, secured creditors, and unsecured creditors, filed a preliminary application with the Hon'ble NCLT Chandigarh seeking dispensation from the statutory requirement of convening meetings of its members and creditors for the approval of the Scheme. Following the completion of this step, the Company will file a petition before the Hon'ble NCLT for obtaining final sanction and approval of the Scheme.

Subsequent to the close of the financial year, Travenues Innovations Private Limited, Subsidiary of Le Travenues Technology Limited has filed an application to the Registrar of Companies, NCT of Delhi & Haryana on April 19, 2023 for striking off of its name from the Register of Companies u/s 248(2) of the Companies Act, 2013.

11. Disclosure of internal financial controls

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. As per the report issued by the statutory auditors with respect to the standalone financial statements on Internal Financial Controls of the Company under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013, the Company has, in all material respects, adequate internal financial controls with reference to Standalone financial statements and such internal financial controls with reference to Standalone financial statements were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

With respect to the consolidated financial statements, the report issued by the statutory auditors provides that, the Holding Company, which is a company incorporated in India, has maintained in all material respects, adequate internal financial controls with reference to these consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

12. Particulars of contracts or arrangements made with related parties

Particulars of Contracts or Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC - 2, have been furnished in Annexure - 2 which forms part of this report.

13. Particulars of loans, guarantees, and investments

During the financial year under review, the Company made investments in the securities. Particulars of loans, guarantees, and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 as of March 31, 2023, are set out in the financial statements forming part of this report.

14. Disclosure under Section 43(a)(ii) of the Companies Act, 2013

During the financial year under review, the Company has not issued any shares with differential voting rights, and hence no information as per provisions of Section 43(a)(ii) of the Companies Act, 2013 read with applicable rules is required to be furnished.

15. Disclosure under Section 54(1)(d) of the Companies Act, 2013

During the financial year under review, the Company has not issued any sweat equity shares, and hence no information as per the provisions of Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be furnished.

16. Disclosure under Section 62(1)(b) of the Companies Act, 2013

The Prevailing ESOS are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. There are no material changes in the Prevailing ESOS during the year under review.

Please refer to Annexure - 3 for details relating to Prevailing ESOS in compliance with the provisions of Section 62(1)(b) of the Companies Act, 2013 read with Clause (9) of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014.

17. Disclosure under Section 197(12) of the Companies Act, 2013

Your Company being an unlisted public company, the disclosure requirements under Section 197(12) of the Companies Act, 2013 are not applicable.

II. Operational performance

We are a technology company focused on empowering Indian travelers to plan, book, and manage their trips across rail, air, buses, and hotels. We assist travelers in making smarter travel decisions by leveraging artificial intelligence, machine learning, and data science-led innovations on our OTA platforms, comprising our websites and mobile applications. Our vision is to become the most customer-centric travel company, by offering the best customer experience to our users. Our focus on travel utility and customer experience for travelers in the ‘next billion users' segment is driven by technology, cost-efficiency, and our culture of innovation. Our OTA platforms allow travelers to book train tickets, flight tickets, bus tickets, hotels, and cabs, while providing travel utility tools and services developed using in-house proprietary algorithms and crowd-sourced information, including train PNR status and confirmation predictions, train seat availability alerts, train running status updates and delay predictions, flight status updates, bus running status, pricing and availability alerts, deal discovery, destination content, personalized recommendations, instant fare alerts for flights and automated customer support services.

We endeavour that our OTA platforms are able to build significant user adoption and engagement by offering convenience, utility, and value-added customer- centric solutions for travel-related issues. Our Registered Users increased at a CAGR of 71.78% between Fiscal 2020 and Fiscal 2023 and our Repeat Transaction Rate was 83.23% in Fiscal 2023. Further, the yearly downloads for our mobile apps on the Google Play Store and iOS app stores were 62.83 million, 69.61 million, 43.80 million, 90.00 million, and 96.84 million in Fiscals 2019, 2020, 2021, 2022, and 2023 respectively, including the downloads for ixigo, ConfirmTkt & Abhibus apps from the date of these acquisitions.

During the COVID-19 pandemic, several of our actions helped us build and grow trust and word-of- mouth among our users and ecosystem. For example, we did not lay off any team members during the pandemic, boosted the staff strength of our outsourced call center to serve our customers, reduced our online marketing expenditure and our innovative and engaging videos enabled us to organically improve our brand salience as we continued to engage with users through informative messages even during the lockdowns imposed due to COVID-19 pandemic which restricted travel. We built a COVID-19 Travel Guide section on our website and apps to provide accurate, up-to- date information to our users for travel restrictions, e-pass / COVID-19 testing requirements for various cities and states in India, and visa and entry restrictions for foreign countries. We built and launched ixigo assured, our free cancellation option for bookings, provided at a nominal charge, to enable our customers to make bookings but receive refunds in case they decide to cancel their trips for any reason. In 2021, we launched a vaccine slot finder and booking tool that helped our users find slots and book their vaccinations.

On train utility and ticketing across ixigo and ConfirmTkt combined, this year we continue to remain the most used and largest train OTA in India, with a dominant and rising share of train B2C OTA bookings, where we work in partnership with IRCTC.

With the acquisition of Abhibus' business, the Company has strengthened its position in the next billion-user market. The Company has more recently cross- integrated flights, buses, and trains across ixigo, ConfirmTkt & Abhibus, allowing for more effective cross-selling of services across the three brands.

Our employee strength has increased from 407 to 547 employees at the group level as of the end of FY23 including 37 employees of Freshbus, a Company in which we took 53.22% stake in November 2022.

For a further detailed analysis of the operational performance of your Company, please refer to the standalone and consolidated financial statements of the Company forming part of the Annual Report.

IN. Disclosure related to Directors and Key Managerial Personnel

1. Directors

During the year under review, the following change took place on the board of directors of the Company.

At the Sixteenth Annual General Meeting of the Company held on July 07, 2022, the members approved the re-appointment of Mr. Rajnish Kumar on the Board, who was liable to retire by rotation and offered himself for re-appointment.

None of the directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013.

2. Declaration by Independent Directors

Your Board has received declarations from all Independent Directors confirming that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013. During the year under review, there has been no change in the circumstances affecting their status as Independent Directors of your Company.

3. Annual evaluation of the performance of the Board, its Committees, and individual directors

For the year under review, your Company is covered within the threshold limits set out under Section 134(3)(p) of the Companies Act, 2013 read with Clause (4) of Rule 8 of the Companies (Accounts) Rules, 2014. The Board had approved the Le Travenues Technology Limited - Board Evaluation Policy formulated by the Nomination and Remuneration Committee at its meeting held on January 14, 2023 for the evaluation of the performance of the Board of Directors of the Company and committees thereof in compliance with the provisions of Sections 134(3)(p), 178 (2), and other applicable provisions, if any, of the Companies Act, 2013.

As required under Section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of (a) the Board as a whole, (b) Chairman of the Board, (c) Individual Directors, both Independent and Non- Independent, and (d) for each of the Board Committees separately has been carried by your Company as per the evaluation criteria formulated by the Nomination and Remuneration Committee and approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013. The exercise was carried out through questionnaires which were sent directly to the Board members on a confidential basis.

In view of the size and nature of business of the Company, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be in compliance with the applicable law.

4. Key Managerial Personnel

During the year under review, the following changes took place in the key managerial persons of the Company as defined under the Companies Act, 2013.

a) Mr. Ravi Shankar Gupta resigned from the office of Group Chief Financial Officer effective May 04, 2022.

b) Mr. Rahul Gautam was appointed as a Group Chief Financial Officer effective May 05, 2022.

IV. Disclosures related to Board, Committees, and Policies

1. Board Meetings

During the financial year under review, the Board met four times in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder on the following dates with the necessary quorum being present at all the meetings.

1. May 04, 2022

2. August 25, 2022

3. September 16, 2022

4. January 14, 2023

Following are the number of Board meetings attended by each director:

s. No. Name of the Director Number of meetings attended
1. Mr. Aloke Bajpai

4

2. Mr. Rajnish Kumar 4
3. Mr. Ravi Chandra Adusumalli 2
4. Mr. Shailesh Lakhani 4
5. Mr. Frederic Lalonde 3
6. Mr. Arun Seth 4
7. Mr. Mahendra Pratap Mall 4
8. Ms. Shuba Rao Mayya 3
9. Mr. Rahul Pandit 4
10. Mr. Rajesh Sawhney 4

2. Directors' Responsibility Statement

According to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. 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;

iv. the directors have prepared the annual accounts on a going concern basis; and

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

2. Committees of the Board

During the year under review, the Board had constituted a Banking and Finance Committee at its meeting held on August 25, 2022, for considering and approving matters related to the banking and treasury operations of the Company in addition to the following six committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders' Relationship Committee;

d) Risk Management Committee;

e) Corporate Social Responsibility Committee; and

f) IPO Committee.

The Board had re-constituted the Risk Management Committee at its meeting held on August 25, 2022 by appointment of Mr. Rahul Gautam, Group CFO of the Company as member of the Committee.

The Board had also re-constituted the Corporate and Social Responsibility Committee by appointment of Mr. Ravi Chandra Adusumalli, Non-Executive Director and Mr. Shailesh Lakhani, Non-Executive Director as the members of the Committee at its meeting held on January 14, 2023.

4. Policies

(A) Vigil Mechanism Policy for the Directors and Employees

For the year under review, your Company was not covered within the threshold limits set out under Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Companies Act, 2013.

However voluntarily the Company has a vigil mechanism in place for reporting genuine concerns or grievances by employees/directors. The vigil mechanism provides adequate safeguards against victimization to any employees and/or directors who use the mechanism to report their concerns or grievances and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases.

During the year under review, the Company has not received any complaint under the Vigil Mechanism.

(B) Policy on Directors' Appointment and Remuneration

Your Company had adopted ‘Le Travenues Technology Limited - Nomination and Remuneration Policy' in compliance with Section 178 of the Companies Act, 2013 and other applicable laws, for identification, selection, and appointment of Directors, Key Managerial Personnel (KMPs), and Senior Management of your Company. The Policy lays down the process and parameters for the appointment and remuneration of the KMPs and other senior management personnel and the criteria for determining qualifications, highest level of personal and professional ethics, positive attributes, financial literacy, and independence of a Director. The Policy is available on the Investor Relations section of ixigo's website at https://www.ixigo.com/about/investor-relations/

(C) Corporate Social Responsibility Policy

Your Board at its meeting held on January 14, 2023, re-constituted the Corporate Social

Responsibility Committee with the following directors as its members:

1. Mr. Aloke Bajpai, Executive Director (Chairperson)

2. Mr. Rajnish Kumar, Non-Executive Director (Member)

3. Mr. Arun Seth, Non-Executive Independent Director (Member)

4. Mr. Frederic Lalonde, Non-Executive Independent Director (Member)

5. Mr. Ravi Chandra Adusumalli, Non-Executive Director (Member)

6. Mr. Shailesh Lakhani, Non-Executive Director (Member)

The Corporate Social Responsibility Policy approved by the Board is available on the Investor Relations section of ixigo's website at https://www.ixigo.com/about/investor-relations/ As per the audited financial statements, the Company doesn't have average net profits during the three immediately preceding financial years, requiring the Company to spend at least two percent thereof in compliance with the provisions of sub section (5) of Section 135 of the Companies Act, 2013. Based on the availability of profits, the Corporate Social Responsibility Committee will consider taking certain corporate social responsibility initiatives in compliance with the Company's CSR Policy and applicable laws.

(D) Risk Management Policy

Your Company has put in place a Risk Management Policy based on the guiding principles of identifying, assessing, and mitigating risks. It is an integral part of decision-making for your Company and is dynamic, undergoing continuous improvement. The Risk Management process involves setting objectives, identifying key risks (including identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company) on an ongoing basis, developing a mitigation action plan, and monitoring.

V. Auditors and Reports

1. Statutory Auditors

S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101049W/ E300004) was appointed as statutory auditors of your Company at the Fourteenth Annual General Meeting held on Thursday, December 31, 2020, for a term of five consecutive years from the conclusion of the Fourteenth Annual General Meeting till the conclusion of the Nineteenth Annual General Meeting of your Company, in accordance with the provisions of Section 139 of the Act.

2. Statutory Auditors' Report

The audit report issued by the statutory auditors on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, is self-explanatory and doesn't require any explanation or comment from the Board under Section 134(3)(f) of the Companies Act, 2013 except on the following:

(i) Extract from the auditor's report on the standalone financial statements:

Relevant Extract - Auditors' Report Management Response
Annexure 1, Para (vii), Clause (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delays in a few cases for Provident fund and Goods and service tax. According to the information and explanations given to us and based on audit procedures performed by us, undisputed dues in respect of provident fund which is outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows: Statement of Arrears of Statutory Dues Outstanding for More than Six Months: - Name of the Statute - Provident Fund Amount (Rs.) - 22,500 • Period to which the amount relates - April to September 2022 Due Date - May 22 to Oct 22 The slight delay in a few cases for goods and services tax payment was primarily due to delays in getting registration in more than 13 states which were necessitated by changes in the goods and services tax law. The Company has further strengthened the processes to ensure timely payments of all statutory dues. In case of Provident Fund there was an employee whose KYC was not linked with his UAN due to which the Company was not able to deposit his PF.

(ii) Extract from the auditor's report on the consolidated financial statements:

Relevant Extract - Auditors' Report

Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements are:

S. No. Name CIN Holding company / subsidiary Clause number of the CARO report which is qualified
1 Le Travenues Technology Limited U63000HR2006PLC071540 Holding Company (vii)(a)
2 Confirm Ticket Online Solutions Private Limited U74110TG2015PTC098079 Subsidiary Company (vii)(a)

Management Response

In respect of slight delays in payment of statutory dues, the Company and its subsidiaries have further strengthened the processes to ensure timely payments of all statutory dues. The delay in payment of goods and services tax was primarily due to delays in getting registration in more than 13 states which were necessitated by changes in goods and services tax law.

In case of Provident Fund there was an employee whose KYC was not linked with his UAN due to which the Company was not able to deposit his PF.

3. Secretarial Auditors

DPV & Associates LLP, Company Secretaries (ICSI Firm Registration No. L2021DE009500) ("Secretarial Auditors"), carried out the secretarial audit of the Company for the financial year under review in compliance with the provisions of the Companies Act, 2013 read with the rules made thereunder, Foreign Exchange Management Act, 1999, as amended and other laws specifically applicable to your Company. The Secretarial Audit Report in Form MR - 3 for the financial year ended March 31, 2023, is attached to this report as Annexure - 4.

The audit report issued by the Secretarial Auditors for the financial year ended March 31, 2023, is self-explanatory and doesn't require any explanation or comment from the Board under Section 134(3)(f) of the Companies Act, 2013.

VI. Other Disclosures

1. Annual Return

In compliance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, a copy of the Company's Annual Return as of March 31, 2023, is available on the Investor Relations Section of ixigo's website at https://www.ixigo.com/

2. Prevention and prohibition of sexual harassment of women at the workplace

At Le Travenues Technology Limited, we are committed to providing a healthy work environment that is free of discrimination and unlawful harassment and that enables employees to work without fear of prejudice, gender bias, and sexual harassment. In keeping with this commitment, your Company expressly and strictly prohibits any form of employee harassment based on race, colour, religion, sex, national origin, age, disability, or status in any group protected by state or local law. The Company has always endeavoured for providing a better and safe environment free of sexual harassment at all its workplaces.

Your Company had complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act") and Rules made thereunder, relating to the constitution of the Internal Complaints Committee and had continued conducting workshops and awareness programs for sensitizing the employees with the provisions of the Act during the year under review.

For the year ended March 31, 2023, no cases of sexual harassment were reported to the Internal Complaints Committee constituted by the Company.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings, and outgo, etc. are set out in Annexure - 5 which forms part of this report.

4. Awards and accreditations

Following are some of the key awards, accreditations, and recognition received by your Company and its founders during the year under review.

• Two of ixigo Group apps, ixigo Trains App and ConfirmTkt, featured in Top 10 Downloaded Travel Apps (Worldwide and India) in 2022, as per Data.ai;

• Deloitte Technology Fast 50 India Winner;

• DMA Echo Award 2022 ‘Bronze' for Best Marketing Campaign;

• The Pride of India Brand Award by Exchange4Media recognizing leading brands building for Bharat;

• Best Small Budget Campaign award by ET Trendies for the video "Agla Station Mars."

5. Non-applicability of maintenance of cost records

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 read with the rules made thereunder with respect to the business carried on by the Company.

6. Reporting of Fraud

The Auditors of your Company have not reported any instances of fraud committed in your Company by its officers or employees as specified under Sub- Section (12) of Section 143 of the Companies Act, 2013.

7. Significant and material orders passed by the regulators, courts, or tribunals

There are no significant or material orders passed by the regulators, courts, or tribunals which would impact the going concern status of the Company and its operations in the future.

8. Compliance with Secretarial Standards on Board and General Meetings

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

9. Change in the nature of business carried on by the Company

During the year under review, there has been no change in the nature of business carried on by the Company.

10. Insolvency and Bankruptcy Code, 2016

During the year under review, no application has been made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

11. One-time settlement with any bank or financial institution

During the year under review, there was no instance of any one-time settlement with any bank or financial institution.

VII. Acknowledgement and Appreciation

Your directors take this opportunity to thank the customers, employees, investors, vendors, banks, business associates, and regulatory authorities including the various offices of the Central and State Governments, Reserve Bank of India, and the Registrar of Companies for the support, valuable assistance and co-operation continuously extended to the Company. Your Directors gratefully acknowledge the trust and confidence and look forward to their continued support in the future.

For and on behalf of the Board of Directors of
Le Travenues Technology Limited
Sd/-
Aloke Bajpai
(Chairman, Managing Director & Group CEO)
DIN: 00119037
Date: July 13, 2023
Place: Gurugram