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
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