Auditor Report of RateGain Travel Technologies Ltd.

Mar 31, 2025

We have audited the accompanying standalone
financial statements of RateGain Travel Technologies
Limited ("the Company”), which comprise the Balance
Sheet as at March 31,2025, and the Statement of Profit
and Loss (including Other Comprehensive Income),
the Statement of Cash Flows and the Statement of
Changes in Equity for the year ended on that date,
and notes to the standalone financial statements,
including a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, and based
on the consideration of report of the other auditor on
separate financial statements of the Trust referred
to in the Other Matters section below, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (the "Act”) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act, ("Ind AS”)
and other accounting principles generally accepted
in India, of the state of affairs of the Company as at
March 31, 2025, and its profit, total comprehensive
income, its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing ("SA”s) specified under section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the Auditor’s Responsibility
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India ("ICAI”) together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics.
We believe that the audit evidence obtained by us
and the audit evidence obtained by the other auditor
in terms of their report referred to in the Other Matters
section below, is sufficient and appropriate to provide
a basis for our audit opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters. We have determined the matters
described below to be the key audit matters to be
communicated in our report :

Sr.	Key Audit Matter	How the Key Audit Matter was addressed in our
No.		Audit
1	Revenue Recognition- Sale of services	Our audit procedures included, but were not
	(Refer Note 22 and 2.2 (j) of the standalone financial	limited to the following:
	statements)	• Obtained an understanding of the process
	The Company recognised an amount of INR 2,104.32 million as revenue for the year ended March 31, 2025 from sale of services.	of identification and recording of revenue transactions services of DaaS, Distribution and MarTech;
		• Evaluated the design, implementation and
		tested the operating effectiveness of key controls over revenue recognition including around services, pricing and accounting of revenue transactions;

Sr. Key Audit Matter No.	How the Key Audit Matter was addressed in our Audit
Revenue of the Company majorly comprises of	•	Evaluated the appropriateness of revenue
Data as a service (DaaS), Distribution and Marketing		recognition accounting policy adopted by the
technology (MarTech) services provided to a large		Company is in accordance with Ind AS 115;
number of customers across geographies which is		Performed substantive analytical procedures
	•
recognized by the Company in accordance with the		on revenue which included sales-mix analysis,
principles of Ind AS 115, ‘Revenue from contracts with customers’ (‘Ind AS’) that requires identification		region -wise analysis, etc;
of performance obligations, determination of	•	Performed test of details on sample basis,
transaction price including variable consideration		including review of underlying contracts to
and satisfaction of performance obligations.		identify the key terms and attributes, obtained supporting documents such as invoices and
Revenue is also a key performance indicator of the Company and is identified as a significant		proof of performance of services.
audit risk in accordance with the standards on	•	Performed other substantive audit procedures
auditing primarily as there is a risk that revenue is		including obtaining debtor confirmations on
recognised on sale of services before the control		a sample basis for balances outstanding as at
is transferred. Accordingly, occurrence of revenue		year end;
in respect of delivery of impressions, price points,	•	Test checked manual journal entries i.e.
advertisement spend on behalf of customer and		credit notes, which were material or irregular
distribution services has been considered as key		in nature with supporting documents and
focus area on account of various categories of customers, varying terms of contracts and high		evaluated business rationale thereof;
volume of sales transactions. We determined this	•	Evaluated disclosures made in the standalone
to be a key audit matter due to significant time and		financial statements for revenue recognition
effort involved in assessing the appropriateness of		from sale of services for appropriateness in
revenue recognition.		accordance with the accounting standards.

Information Other than the Standalone
Financial Statements and Auditor’s
Report Thereon

• The Company’s Board of Directors is responsible
for the other information. The other information
comprises the information included in the Board
report, Management discussion and analysis
and Corporate Governance report but does not
include the standalone financial statements,
consolidated financial statements and our
auditor’s report thereon.

• Our opinion on the standalone financial
statements does not cover the other information
and we do not express any form of assurance
conclusion thereon.

• In connection with our audit of the standalone
financial statements, our responsibility is to read
the other information and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements, or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated.

• If, based on the work we have performed, we
conclude that there is a material misstatement
of this other information, we are required to

report that fact. We have nothing to report
in this regard.

Responsibilities of Management and
Board of Directors for the Standalone
Financial Statements

The Company’s Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone
financial statements that give a true and fair view
of the financial position, financial performance
including other comprehensive income, cash flows
and changes in equity of the Company in accordance
with the accounting principles generally accepted in
India, including Ind AS specified under section 133 of
the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the standalone
financial statements that give a true and fair view and

are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements,
management and Board of Directors are responsible
for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
basis of accounting unless the Board of Directors
either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Company’s Board of Directors is also
responsible for overseeing the Company’s financial
reporting process.

Auditor’s Responsibility for the Audit of
the Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures responsive
to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a
material misstatement resulting from fraud
is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the management.

• Conclude on the appropriateness of
management’s use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor’s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditor’s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

• Obtain sufficient appropriate audit evidence
regarding the financial information of the
Company and its trust to express an opinion
on the standalone financial statements. We are
responsible for the direction, supervision and
performance of the audit of the standalone
financial statements of such entity included in
the standalone financial statements of which we
are the independent auditors. For the other entity
included in the standalone financial statements,
which have been audited by the other auditor,
such other auditor remain responsible for the
direction, supervision and performance of the
audit carried out by them. We remain solely
responsible for our audit opinion.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit and

significant audit findings, including any significant
deficiencies in internal financial controls that we
identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Other Matters

• We did not audit the separate financial
statements of RateGain Employees Benefit Trust
included in the standalone financial statements
of the Company whose financial statements
reflect total assets of Rs. 50.10 million as at
March 31, 2025 and total revenue of Rs. Nil for
the year ended on that date, as considered in the
standalone financial statements. These separate
financial statements have been audited by the
other auditor whose report has been furnished
to us by the management, and our opinion in so
far as it relates to the amounts and disclosures
included in respect of such Trust and our report in
terms of subsection (3) of Section 143 of the Act,
is based solely on the report of such other auditor.

Our opinion on the standalone financial

statements and our report on Other Legal and
Regulatory Requirements below is not modified
in respect of these matters.

• The comparative standalone financial statements
of the Company for the previous year ended
March 31, 2024, were audited by predecessor
auditor who expressed an unmodified opinion
on those statements on May 21, 2024.

Our opinion on the standalone financial

statements is not modified in respect
of above matters.

Report on Other Legal and Regulatory
Requirements

1. As required by Section 143(3) of the Act, based
on our audit and on the consideration of the
report of the other auditor on the separate
financial statements of the Trust, referred to in
the Other Matters section above we report, to
the extent applicable that:

a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books except for not
complying with the requirement of audit
trail as stated in (i)(vi) below.

c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, the Statement of Cash Flows and
Statement of Changes in Equity dealt with
by this Report are in agreement with the
books of account.

d) In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on
March 31, 2025 taken on record by the
Board of Directors, none of the directors
is disqualified as on March 31, 2025 from
being appointed as a director in terms of
Section 164(2) of the Act.

f) The modification relating to the maintenance
of accounts and other matters connected
therewith, is as stated in paragraph (b) above.

g) With respect to the adequacy of the
internal financial controls with reference
to standalone financial statements of the
Company and the operating effectiveness
of such controls, refer to our separate Report
in "Annexure A”. Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company’s
internal financial controls with reference to
standalone financial statements.

h) With respect to the other matters to

be included in the Auditor’s Report in

accordance with the requirements of section
197(16) of the Act, as amended, in our
opinion and to the best of our information
and according to the explanations given to
us, the remuneration paid by the Company to
its directors during the year is in accordance
with the provisions of section 197 of the Act.

i) With respect to the other matters to

be included in the Auditor’s Report in

accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best
of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements
- Refer Note 31 to the standalone
financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.

iv. (a) The Management has represented

that, to the best of its knowledge and
belief, as disclosed in the Note 42(g) to
the standalone financial statements no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(b) The Management has represented,
that, to the best of its knowledge and
belief, as disclosed in the Note 42(h) to
the standalone financial statements,
no funds have been received by
the Company from any person(s)

or entity(ies), including foreign
entities (“Funding Parties”), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material misstatement.

v. The company has not declared or paid
any dividend during the year and has not
proposed final dividend for the year .

vi. Based on our examination, which included
test checks, the Company has used an
accounting software for maintaining
its books of account for the year ended
March 31, 2025 which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
software (Refer Note 43 of the standalone
financial statements) except that:

i. in respect of primary accounting

software, the audit trail feature was not
enabled at the database level to log any
direct changes during the year.

ii. in respect of software operated

by a third-party software service

provider, for maintenance of payroll
masters etc. having feature of audit
trail, in the absence of independent
auditor’s System and Organization
Controls report covering the audit trail
requirement for the period January 1,
2025 to March 31, 2025, at application
level and at database level, we are
unable to comment whether audit trail
feature of the said software was enabled
and operated during that period, for
all relevant transactions recorded in

the software and whether there were
any instances of the audit trail feature
been tampered with. Further as per the

report of independent auditor’s System
and Organization Controls auditor, audit
trail was not enabled for the period
April 1, 2024 till December 18, 2024.

iii. in respect of software operated by a
third-party software service provider,
for maintenance of customer contracts
etc. having feature of recording audit
trail (edit log) facility and the audit trail
feature at the application level has
operated throughout the year for all
relevant transactions recorded in the
software. However, audit trail was not
enabled at the database level to log any
direct data changes.

With respect to tampering, of audit trail,
in case of one software, the feature of
logging any tampering was fully enabled
from January 13, 2025. Further during the

course of our audit, we did not come across
any instance of the audit trail feature being
tampered with, in respect of said accounting
software for the period for which the audit
trail feature was enabled and operating.

Additionally, the audit trail that was enabled
and operated for the year ended March 31,
2024, has been preserved by the Company
as per the statutory requirements for record
retention (except in software which was
used for maintenance of customer contracts
where the audit logs are being retained for
6 months only).

2. As required by the Companies (Auditor’s Report)
Order, 2020 ("the Order”) issued by the Central
Government in terms of Section 143(11) of
the Act, we give in "Annexure B” a statement
on the matters specified in paragraphs 3 and
4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Rajesh Kumar Agarwal

(Partner)

Place: Gurugram (Membership No. 105546)

Date: May 26, 2025 UDIN: 25105546BMLAHV2234

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Mar 31, 2024

1. We have audited the accompanying standalone financial statements of RateGain Travel Technologies Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive loss), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matter described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Revenue recognition - Sale of services	Our audit procedures included, but were not limited
The Company recognised an amount of INR	to the following:
1,733.92 million as revenue for the year	• Obtained an understanding of the process of identification
ended 31 March 2024 from sale of services, as	and recording of revenue transactions services of DaaS/
disclosed in Note 22 to the standalone financial	Distribution services;
statements. Further, refer Note 2.2 (j) in the material accounting policies.	• Evaluated the design, implementation and tested the operating effectiveness of key controls over revenue
Revenue of the Company majorly comprises	recognition including around services, pricing	and
of DaaS/ Distribution services provided to a	accounting of revenue transactions;
large number of customers across geographies which is recognized by the Company in accordance with the principles of Ind AS 115, ‘Revenue from contracts with customers’ (‘Ind	• Evaluated the appropriateness of revenue recognition accounting policy adopted by the Company is in accordance with Ind AS 115;
AS’) that requires identification of performance	• Performed substantive analytical procedures	on
obligations, determination of transaction	revenue which included ratio analysis, sales-	mix
price including variable consideration and satisfaction of performance obligations.	analysis, region -wise analysis, etc;

Key audit matter	How our audit addressed the key audit matter
Revenue is also a key performance indicator of	• On a sample basis, tested revenue transactions
the Company and is identified as a significant	recorded during the year, and revenue transactions
audit risk in accordance with the standards on	recorded in the period before and after year-end, with
auditing primarily as there is a risk that revenue	supporting documents such as invoices, agreements
is recognised on sale of services before the	with customers, proof of performance of services;
control is transferred. Accordingly, occurrence of revenue is a key focus area on account of various categories of customers, varying terms of contracts and high volume of sales transactions.	• Performed other substantive audit procedures
	including obtaining debtor confirmations on a sample basis for balances outstanding as at year end and reconciling revenue recorded during the year with statutory returns filed by the Company in this
We determined this to be a key audit	respect under various regulations;
matter due to significant time and effort involved in assessing the appropriateness of revenue recognition.	• Tested manual journal entries impacting revenue including credit notes etc., which were material or irregular in nature with supporting documents and
	evaluated business rationale thereof;
	• Evaluated disclosures made in the standalone
	financial statement for revenue recognition from sale of services for appropriateness in accordance with the accounting standards.

Information other than the Financial Statements and Auditor’s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial

statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible

for overseeing the Company’s financial

reporting process.

Auditor’s Responsibilities for the Audit of the

Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance

about whether the standalone financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing

our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our

auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Reporton Other Legaland Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 17 (h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024

from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the maintenance of accounts and other matters connected therewith refer to our comments in paragraph 17(b) above on reporting under section 143(3) (b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in Note 31 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. a. The management has represented

that, to the best of its knowledge and belief, as disclosed in Note 42 (g) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the

the like on behalf of the Ultimate Beneficiaries; and

Company to or in any person(s) or entity(ies), including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in Note 42 (h) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in anymannerwhatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024;

vi. As stated in Note 43 to the standalone financial statements and based on our examination which included test checks, except for instance mentioned below, the Company, in respect of financial year commencing on 01 April 2023, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below.

Nature of exception noted

Details of exception

Instances of accounting software maintained by a third party where we are unable to comment on the audit trail feature

The accounting software used for maintaining accounting and sales records by the Company are operated by third-party software service providers. The ‘Independent Service Auditor’s Assurance Reports on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with ISAE 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information) were available for part of the year and does not comment on existence of audit trail (edit logs) for any direct changes made at the database level. Accordingly, we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year.

For Walker Chandiok & Co LLP

Chartered Accountants Firm’s Registration No.: 001076N/N500013

Ashish Gupta

Partner

Place: New Delhi Membership No.: 504662

Date: 21 May 2024 UDIN: 24504662BKGECW6456

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Mar 31, 2023

RateGain Travel Technologies Limited (formerly known as RateGain Travel Technologies Private Limited)

Report on the Audit of the Standalone Financial

Statements

Opinion

1. We have audited the accompanying standalone financial statements of RateGain Travel Technologies Limited (RateGain Travel Technologies Private Limited) (‘the Company’), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive loss), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary oft he significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matter described below to be the key audit matter to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Revenue recognition - Sale of services	Our audit procedures included, but were not limited
The Company recognised an amount of INR 1,132.76 million as revenue for the year	to the following: • Obtained an understanding of the
ended 31 March 2023 from sale of services, as	process of identification and recording
disclosed in Note 23 to the standalone financial	of revenue transactions services of Daas,
statements. Further, refer Note 2.2 (j) in the	Distribution and MarTech;
summary of significant accounting policies and other explanatory information.	• Evaluated the design, implementation and
	tested the operating effectiveness of key controls over revenue recognition including around services, pricing and accounting of revenue transactions;

Key audit matter	How our audit addressed the key audit matter
Revenue of the Company majorly comprises	•	Evaluated the appropriateness of revenue
of Distribution as a service (DaaS), Distribution		recognition accounting policy adopted by the
and Marketing technology (MarTech) services		Company is in accordance with Ind AS 115;
provided to a large number of customers across geographies which is recognized by the Company	•	Performed substantive analytical procedures
in accordance with the principles of Ind AS 115,		on revenue which included ratio analysis,
‘Revenue from contracts with customers’ (‘Ind		sales-mix analysis, region -wise analysis, etc;
AS’) that requires identification of performance	•	On a sample basis, tested revenue transactions
obligations, determination of transaction price		recorded during the year, and revenue
including variable consideration and satisfaction		transactions recorded in the period before and
of performance obligations.		after year-end, with supporting documents
Revenue is also a key performance indicator of		such as invoices, agreements with customers,
the Company and is identified as a significant		proof of performance of services;
audit risk in accordance with the standards on auditing primarily as there is a risk that revenue is recognised on sale of services before the control is transferred. Accordingly, occurrence of revenue is a key focus area on account of	•	Performed other substantive audit procedures including obtaining debtor confirmations on a sample basis for balances outstanding as at year end and reconciling revenue recorded during the year with statutory returns filed by the Company in this respect under various regulations;
various categories of customers, varying terms of
contracts and high volume of sales transactions.
We determined this to be a key audit matter due to significant time and effort involved in assessing	•	Tested manual journal entries impacting revenue including credit notes etc., which
the appropriateness of revenue recognition.		were material or irregular in nature with supporting documents and evaluated business rationale thereof;
	•	Evaluated disclosures made in the standalone financial statement for revenue recognition from sale of services for appropriateness in accordance with the accounting standards.

Information other than the Financial Statements and Auditor’s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

I n connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained

in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted

in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in Note 33 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented

that, to the best of its knowledge and belief, other than as disclosed in Note 44 (h) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (‘the intermediaries’), with the understanding, whether recorded

in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in Note 44 (i) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in anymannerwhatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered

reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants Firm’s Registration No.: 001076N/N500013

Nitin Toshniwal

Partner

Place: Delhi Membership No.: 507568

Date: 19 May 2023 UDIN: 23507568BGYWBR5797