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

BSE: 544192ISIN: INE0HV901016INDUSTRY: Tours & Travels

BSE   ` 257.60   Open: 268.50   Today's Range 255.65
268.85
-12.65 ( -4.91 %) Prev Close: 270.25 52 Week Range 118.65
339.05
Year End :2025-03 

Your directors have the pleasure of presenting their nineteenth 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, 2025.

I. Financial Statements and Results

1. Financial Results

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

Particulars

Standalone

Consolidated

FY 2025

FY 2024

FY 2025

FY 2024

Income

Revenue from operations

9,106.20

6,528.06

9,142.46

6,558.73

Other Income

179.84

91.39

180.20

92.18

Total income (I)

9,286.04

6,619.45

9,322.66

6,650.91

Expenses

Employee benefit expense

1,596.39

1,337.85

1,636.17

1,410.20

Finance cost

23.30

18.80

23.30

28.86

Depreciation and amortization expense

99.64

107.62

103.38

129.24

Other expenses

6,702.69

4,736.12

6,697.65

4,710.10

Total expense (II)

8,422.02

6,200.39

8,460.50

6,278.40

Profit / (loss) before share of loss of an associate, exceptional items and tax (III) =
(I) - (II)

864.02

419.06

862.16

372.51

Share of loss of an associate, net of tax (IV)

-

-

(90.97)

(59.07)

Profit/(Loss) before exceptional items and tax (V) = (III) (IV)

864.02

419.06

771.19

313.44

Exceptional Items (VI)

(11.67)

-

46.04

297.21

Profit/(Loss) after exceptional items (VII) = (V) (VI)

852.35

419.06

817.23

610.65

Tax expenses/(credit)

Current tax

39.35

-

40.09

1.25

Deferred tax charge / (credit)

178.50

(120.72)

174.62

(121.21)

Total tax expense / (credit) (VIII)

217.85

(120.72)

214.71

(119.96)

Profit / (loss) for the year (IX) = (VII) - (VIII)

634.50

539.78

602.52

730.61

Other comprehensive income

Items that will not be reclassified to statement of profit and loss in subsequent year

(a) Re-measurement (loss) / gains on defined benefit plans

(11.35)

(1.63)

(11.24)

(1.63)

Income tax effect relating to items that will not be reclassified to profit and loss

2.91

0.40

2.91

0.40

(b) Share of other comprehensive income / (loss) of associate

-

-

0.01

-

Income tax effect relating to items that will not be reclassified to profit and loss

-

-

-

-

Other comprehensive income / (loss) for the year, net of tax (X)

(8.44)

(1.23)

(8.32)

(1.23)

Total comprehensive income / (loss) for the year, net of taxes (XI) = (IX) (X)

626.06

538.55

594.20

729.38

Earnings per equity share (Nominal value per share ?1)

Basic

1.65

1.45

1.56

2.04

Diluted

1.63

1.41

1.55

1.98

2. Result of Operations

Consolidated Accounts

• Total income during FY 2024-25 increased to ?9,322.66
million as against ?6,650.91 million during FY 2023-24, a
growth of 40.17%.

• Profit after tax is T602.52 million during the year 2024-25 as
compared to profit after tax of T730.61 million during the year
2023-24, a decline of 17.53%.

Standalone Accounts

• Total income during FY 2024-25 increased to ?9,286.04
million as against ?6,619.45 million during FY 2023-24, a
growth of 40.28%.

• Profit after tax is T634.50 million during the year 2024-25 as
compared to Profit after tax of T539.78 million during the year
2023-24, a growth of 17.55%.

3. Appropriation and Reserves
Dividend

With a view to reinvest 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, 2025.

Reserves

Your directors have not proposed transferring any amount to
reserves for the financial year 2024-25.

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

As of March 31, 2025, your Company has the following subsidiaries and associate companies:

S. No.

Name of the entity

Relation

Percentage

1.

Ixigo Europe, S.L.

Wholly Owned Subsidiary

100.00%

2.

Zoop Web Services Private Limited

Subsidiary

51.00%

3.

Freshbus Private Limited

Associate

25.66%

During the year under review, your Company does not have any
joint venture Company.

A statement containing salient features, performance, and
financial position of each of the subsidiaries for the financial year
ended March 31, 2025, is attached with the financial statements
of the Company in the prescribed Form AOC-1 and forms part of
the annual 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 (the "
Act")

and also available on the website of the Company at https://

investors.ixigo.com/.

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 and associate companies
form part of the annual report.

6. Revision of Financial Statement

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

7. Changes in the capital structure

As on March 31, 2025, the authorized share capital of the Company
was ^501,700,000, divided into 501,600,000 Equity Shares of ?1
each and 10,000 Preference Shares of ?10 each.

Further, except the following, there were no other changes in the

subscribed and paid-up share capital of the Company:

a) Allotment of shares upon exercise of options granted
under the employees stock option schemes

During the year under review, your Company had seven
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"), Le Travenues Technology
- Employees Stock Option Scheme 2021 ("
ESOS 2021") and
Le Travenues Technology - Employees Stock Option Scheme
2024 ("
ESOS 2024") (hereinafter collectively referred to in this
report as "
Prevailing ESOS").

The shareholders at the eighteenth annual general meeting
of the Company held on September 30, 2024, considered and
approved the ratification of Prevailing ESOS, and extension of
benefits under ESOS 2024 to the employees of subsidiaries /
holding companies (present / future), in compliance with the
provisions of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.

The following equity shares were allotted on the dates as set out below, consequent to the exercise of vested options granted under
Prevailing ESOS:

Allotment Date

Name of the Scheme

No. of Shares

Face Value
(Per Share) (?)

Premium
(Per Share) (?)

Exercise / Issue
Price (Per Share)
(?)

May 16, 2024

ESOS 2012

140,000

1

0.25

1.25

ESOS 2013

538,278

1

0.25

1.25

ESOS 2016

178,000

1

0.25

1.25

ESOS 2020

26,464

1

0.25

1.25

ESOS 2021

671,607

1

0.25

1.25

Total

1,554,349

September 23, 2024

ESOS 2021

842,708

1

0.25

1.25

Total

842,708

December 27, 2024

ESOS 2013

253,375

1

0.25

1.25

ESOS 2016

83,033

1

0.25

1.25

ESOS 2020

78,557

1

0.25

1.25

ESOS 2021

50,251

1

0.25

1.25

Total

465,216

January 28, 2025

ESOS 2013

108,262

1

0.25

1.25

ESOS 2016

190,131

1

0.25

1.25

ESOS 2020

40,595

1

0.25

1.25

ESOS 2021

719,155

1

0.25

1.25

Total

1,058,143

Allotment Date

Name of the Scheme

No. of Shares

Face Value
(Per Share) (?)

Premium
(Per Share) (?)

Exercise / Issue
Price (Per Share)
(?)

February 10, 2025

ESOS 2013

121,990

1

0.25

1.25

ESOS 2016

119,142

1

0.25

1.25

ESOS 2020

24,189

1

0.25

1.25

ESOS 2021

56,071

1

0.25

1.25

Total

321,392

Subsequent to the close of the financial year, the following equity shares were allotted on the dates as set out below, consequent upon
exercise of vested options granted under Prevailing ESOS:

Allotment Date

Name of the Scheme

No. of Shares

Face Value
(Per Share) (?)

Premium
(Per Share) (?)

Exercise / Issue
Price (Per Share)

May 14, 2025

ESOS 2013

45,978

1

0.25

1.25

ESOS 2016

18,000

1

0.25

1.25

ESOS 2020

1,822

1

0.25

1.25

ESOS 2021

115,534

1

0.25

1.25

Total

181,334

b) Initial Public Offer

During the year under review, the Company completed
the Initial Public Offering. The initial public offer was for
79,580,899 equity shares of face value of H1 each of the
Company for cash at a price of H93.00 per equity share
(the "
Offer Price") aggregating to H7,401.02 million (the
"
Offer") comprising a fresh issue of 12,903,225 equity shares
aggregating to H1,200.00 million (the "
Fresh Issue") and an
offer for sale of up to 66,677,674 equity shares aggregating
to H6,201.02 million (the "
Offer For Sale"). The equity shares
of the Company got listed on BSE Limited and National
Stock Exchange of India Limited on June 18, 2024 and
consequently the Company became a listed public Company
effective June 18, 2024.

8. Public Deposits

During the 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 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, there were no amendments to the
Memorandum of Association and Articles of Association of the
Company. However, pursuant to the Company's Initial Public
Offering, Parts B and C of the Articles ceased to be applicable and
stood automatically repealed.

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 that 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.

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
Act, 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,
2025, 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 Group, and
its associates, which are companies incorporated in India, have,
maintained in all material respects, adequate internal financial
controls with reference to consolidated financial statements and
such internal financial controls with reference to consolidated
financial statements were operating effectively as at March 31,
2025, 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 the ICAI.

12. Particulars of contracts or arrangements made with
related parties

All related party transactions entered during the financial year
under review are disclosed in the notes to accounts forming part
of the financial statements provided in this Annual Report. The
Policy on Materiality of and Dealing with Related Party Transactions
("
RPT Policy") formulated by the Board can be accessed at https://
investors.ixigo.com/.

All contracts, arrangements, or transactions entered into with
related parties during the financial year ended March 31,2025, were
conducted on an arm's length basis and in the ordinary course of
business. Further, the aggregate value of related party transactions
during the financial year ended March 31, 2025 was less than 10%
of the annual consolidated turnover of the Company. Accordingly,
disclosure in Form AOC - 2, prescribed under the provisions of
Section 134(3) (h) of the Act and Rule 8 of the Companies (Accounts)
Rules, 2014 is not applicable.

13. Particulars of loans, guarantees, and investments

During the year under review, the Company made investments
in securities. Particulars of loans, guarantees, and investments
covered under Section 186 of the Act, read with the Companies
(Meeting of Board and its Powers) Rules, 2014 as of March 31,2025,
are set out in the financial statements and are included herein by
reference and forms part of this report.

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

During the 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 Act, read with applicable
rules is required to be furnished.

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

During the 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 Act, read with applicable rules, is required
to be furnished.

16. Disclosure relating to Employees Stock Option Schemes

Based on the recommendation of the Nomination and Remuneration
Committee (designated by the Board to act as the Compensation
Committee), the Board at its meeting held on March 08, 2025,
recommended to the shareholders, the formulation, adoption and
implementation of Le Travenues Technology - Employees Stock
Option Scheme 2025 ("
ESOS 2025"), extending its benefits to the
employees of subsidiaries, and grant of options equal to or more
than 1% of the issued capital of the Company to Mr. Aloke Bajpai
and Mr. Rajnish Kumar. All the proposed resolutions were approved
by the shareholders as special resolutions via Postal Ballot on
April 17, 2025.

The Prevailing ESOS and ESOS 2025 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.

The 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 and Regulation 14 read with Part F of
Schedule I of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is available on the website of the Company
at https://investors.ixigo.com/.

17. Management Discussion and Analysis Report

Pursuant to Regulation 34(2) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("
SEBI Listing Regulations"), the Management
Discussion and Analysis Report for the financial year under review is
included herein by reference and is part of the Annual Report.

18. Corporate Governance Report

The Corporate Governance Report as stipulated under Regulation
34(3) read with Schedule V of SEBI Listing Regulations is included
herein by reference and is part of the Annual Report. The requisite
certificate from DPV & Associates LLP, Company Secretaries and
Secretarial Auditors of the Company, on compliance with the

requirements of Corporate Governance is included herein by
reference and is part of the Annual Report.

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

The statement containing disclosure of remuneration under
Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules,
2014, as amended is set out in
Annexure - 1 and forms part
of this Report.

The information as per Rule 5(2) and Rule 5(3) of the abovementioned
Rules pertaining to the names of top ten employees and other
particulars of employees is provided in a separate annexure.
However, as per the provisions of Section 136(1) of the Act and
the Rules made thereunder, the Annual Report and the financial
statements, excluding the aforesaid annexure, are being sent to
the members, and other persons entitled thereto. Any Member
interested in obtaining this statement, may write to the Company
Secretary requesting for the same. None of the employees listed in
the Annexure is related to any Director of the Company.

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 flight status updates,
LIVE bus tracking, train PNR status and confirmation predictions,
train seat availability alerts, train running status updates and
delay predictions, pricing and availability alerts, deal discovery,
destination content, personalised 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.

During the financial year ended March 31, 2025, the Company
has significantly reinforced its market position, serving over 544
million annual active users across its brands, ixigo, ConfirmTkt, and
AbhiBus - empowering travellers from metros to the heart of Bharat.
The Company's AI-led ecosystem simplifies the full travel cycle,
enabling seamless discovery, booking, tracking, and support across
every leg of the journey. As mobility demand rises in Tier II and III
cities of India, the Company's deep regional reach, customer-first
design, and intelligent integrations position it uniquely to power
India's next billion travel experiences. The Company's dedication to
innovation, a customer-centric approach, and strategic acquisitions
have positioned it well for sustained growth in India's burgeoning
online travel market.

Key operational highlights include a substantial Gross Transaction
Value (GTV) of H149.72 billion for the year, underpinned by
diversified revenue streams across train, flight, bus, and hotel
bookings, alongside ancillary services. The train segment achieved
a 33% year-over-year increase, with a GTV of H 74,104.58 million
and a revenue of H 4,569.02 million. The flight segment, showing
remarkable growth with a 60% year-over-year increase, achieved
a GTV of H56,506.95 million and revenue of ?2,533.93 million. The
bus segment, also recorded a phenomenal 53% growth in GTV
to ? 18,011.94 million and revenue of H1,969.24 million. Hotel
bookings and ancillary services, though nascent, are expanding
rapidly, contributing to overall revenue growth through innovative
technology and AI-driven services.

ixigo's commitment to leveraging Artificial Intelligence and machine
learning underscores its operational efficiency, offering a seamless,
integrated travel booking experience across its platforms. The
Company's strategic focus on technology and user-centric services
positions it as a leading player in the online travel market, poised for
continued success and growth.

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.

III. Disclosure related to Directors and Key Managerial
Personnel

1. Directors

As on March 31, 2025, the Board comprised of nine Directors
including one Woman Director.

During the year under review, the following changes took
place on the Board:

The shareholders at their eighteenth annual general meeting
of the Company held on September 30, 2024, approved the re¬
appointment of the following directors:

• Mr. Shailesh Lakhani (DIN: 03567739) as a non-executive
director of the Company liable to retire by rotation.
Mr. Lakhani is the member of the Board since October 28, 2016.

• Mr. Arun Seth (DIN: 00204434) as a non-executive independent
director of the Company for a second term of three years or
until he attains the age of 75 years, whichever is earlier. Mr.
Seth was initially appointed as a non-executive independent
director on July 29, 2021, for a term of three years.

• Mr. Mahendra Pratap Mall (DIN: 02316235) as a non¬
executive independent director of the Company for a second
term of three years or until he attains the age of 75 years,
whichever is earlier. Mr. Mall was initially appointed as a non¬
executive independent director on July 29, 2021, for a term
of three years.

• Mr. Rahul Pandit (DIN: 00003036) as a non-executive
independent director of the Company for a second term of
three years or until he attains the age of 75 years, whichever
is earlier. Mr. Pandit was initially appointed as a non-

executive independent director on July 29, 2021, for a term
of three years.

• Mr. Rajesh Sawhney (DIN: 01519511) as a non-executive
independent director of the Company for a second term of
three years or until he attains the age of 75 years, whichever
is earlier. Mr. Sawhney was initially appointed as a non¬
executive independent director on July 29, 2021, for a term
of three years.

• Ms. Shuba Rao Mayya (DIN: 08193276) as a non-executive
independent director of the Company for a second term of
three years or until she attains the age of 75 years, whichever
is earlier. Ms. Mayya was initially appointed as a non¬
executive independent director on July 29, 2021, for a term
of three years.

Mr. Rajnish Kumar (DIN: 02834454), Director & Group Co-CEO of
the Company, is liable to retire by rotation at the upcoming annual
general meeting, and has offered himself for re-appointment. The
Board, having reviewed his performance and contributions to the
Company, recommends his re-appointment to the shareholders
of the Company.

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 read with Schedule IV of the Companies Act, 2013
and Regulation 16 and 25 of the SEBI Listing Regulations.

During the year under review, there has been no change in the
circumstances affecting their status as Independent Directors
of your Company.

Further, in the opinion of the Board, the Independent Directors of
the Company possess requisite expertise and experience, including
proficiency and hold high standards of integrity to discharge their
duties with independent judgment.

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

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 laws.

The results of annual evaluation of FY 2024-25 were subsequently
discussed at meetings of the Nomination and Remuneration
Committee and Board held on May 14, 2025.

4. Key Managerial Personnel

During the year under review, the Board at its meeting held on
June 13, 2024, identified Mr. Kotha Dinesh Kumar, Chief Executive
Officer, ixigo trains and ConfirmTkt and Mr. Sripad Vaidya, Chief
Operating Officer, ixigo trains and ConfirmTkt, as Key Managerial
Personnel under sub clause (v) of Sub Section (51) of Section 2 of
the Companies Act, 2013 in addition to the other Key Managerial
Personnel for the purpose of compliance and disclosures under
various regulations prescribed by the Securities and Exchange
Board of India, as amended.

Further, there were no other changes in the Key Managerial
Personnel of the Company during the year.

IV. Disclosures related to Board, Committees, and Policies

1. Board Meetings

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

1. May 16, 2024

2. June 04, 2024

3. June 12, 2024

4. June 13, 2024

5. July 04, 2024

6. August 01,2024

7. October 24, 2024

8. January 28, 2025

9. March 08, 2025

The details with respect to the number of meetings attended by
each director are set out in the Corporate Governance Report which
is included herein by reference and forms part of the Annual Report.

2. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the
Board, based on representations received from the management
and the processes involving the Company's statutory and internal
audit functions, and to the best of its knowledge, ability and due
inquiry, confirms that:

i. 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. applicable accounting policies have been selected and
applied consistently in order to form views/make 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. proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the
Companies Act, 2013 is taken for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

iv. annual accounts have been prepared on a going concern basis;

v. internal financial controls to be followed by the Company
have been laid down and such internal financial controls are
adequate and were operating effectively; and

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

3. Committees of the Board

During the year under review, the Board has the following
committees of its directors:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders' Relationship Committee;

d) Risk Management Committee;

e) Corporate Social Responsibility Committee;

f) IPO Committee;

g) Banking & Finance Committee; and

h) Share Allotment Committee.

The details of the constitution, dissolution, composition, terms of
reference, number of committee meetings held during the year
under review and attendance of the committee members at each
meeting are set out in the Corporate Governance Report which is
included herein by reference and forms part of the Annual Report.

4. Succession Planning

The Nomination and Remuneration Committee works with the Board
on the leadership succession plan to ensure orderly succession in
appointments to the Board and in the senior management. The
Company strives to maintain an appropriate balance of skills and
experience, within the organisation and the Board, in an endeavor
to introduce new perspectives, whilst maintaining experience
and continuity.

5. Policies

(A) Vigil Mechanism Policy for the Directors and Employees

In compliance with the provisions of Section 177(9) of the Act
read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014, 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 complaints under the Vigil Mechanism and has not denied
any access to the Audit Committee.

(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 the 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, the 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 Company's website at
https://investors.ixigo.com/.

(C) Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy approved by the
Board is available on the Investor Relations section of the
Company's website at https://investors.ixigo.com/. 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 Act. 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.

The Company has a Risk Management Committee and a Risk
Management Policy in place which identifies and evaluates
business risks and opportunities. The copy of the risk
management policy is available at https://investors.ixigo.
com/. The risk management framework is aimed at effectively
mitigating Company's various business and operational risks,
through strategic actions. Risk management is embedded in
critical business activities, functions and processes. It also
provides control measures for risk and future action plans.

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 14th Annual General Meeting held
on Thursday, December 31,2020, for a term of five consecutive years
from the conclusion of the 14th Annual General Meeting till the
conclusion of the 19th 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 31,2025, is self-explanatory and doesn't
require any explanation or comment from the Board under Section
134(3)(f) of the Companies Act, 2013.

3. Secretarial Auditors

DPV & Associates LLP, Company Secretaries (ICSI Firm Registration
No. L2021HR009500) ("
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, applicable regulations issued by
the Securities and Exchange Board of India, 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, 2025, is attached to
this report as
Annexure - 2.

The audit report issued by the Secretarial Auditors for the financial
year ended March 31, 2025, 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,
2025, is available on the Investor Relations Section of Company'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 ("
POSH 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 POSH Act
during the year under review.

For the year ended March 31, 2025, 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 Act, 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 - 3
which forms part of this report.

4. Awards and accreditations

The details of the awards and accolades earned by your Company
and its founders during the year under review are set out on page
no. 48 of the Corporate Overview Section of this Annual Report,
which is included herein by reference and forms an integral part of
the Annual Report.

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 Act, 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 Act.

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 the 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

Date: May 14, 2025 (Chairman, Managing Director & Group CEO)

Place: Gurugram DIN: 00119037