Notes to Accounts of RateGain Travel Technologies Ltd.

Mar 31, 2025

(e) Provisions and contingent liabilities
Provisions

Provisions are recognised when the Company
has a present legal or constructive obligation
as a result of a past events, it is probable that
an outflow of resources embodying economic
benefits will be required to settle the obligation
and a reliable estimate can be made of the
amount of the obligation.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax
rate that reflects current market assessments of
the time value of money and the risks specific
to the liability. When discounting is used, the
increase in the provision due to the passage of
time is recognised as a finance cost.

Contingent liabilities

Contingent liabilities are possible obligations
that arise from past events and whose existence
will only be confirmed by the occurrence or
non-occurrence of one or more uncertain
future events not wholly within the control of
the Company. Where it is not probable that an
outflow of economic benefits will be required,
or the amount cannot be estimated reliably, the
obligation is disclosed as a contingent liability,
unless the probability of outflow of economic
benefits is remote.

(f) Employee benefits

Short-term employee benefits

Employee benefit liabilities such as salaries,
wages and bonus, etc. that are expected to be
settled wholly within twelve months after the end
of the reporting period in which the employees
render the related service are recognised in
respect of employee’s services up to the end of
the reporting period and are measured at an
undiscounted amount expected to be paid when
the liabilities are settled.

Post-employment benefit plans

Defined contribution plans

A defined contribution plan is a post-employment
benefit plan under which the Company pays
fixed contributions into a separate entity and
will have no legal or constructive obligation
to pay further amounts. Payments to defined
contribution plans are recognised as an expense
when employees have rendered service entitling
them to the contributions.

Defined benefit plans

The Company has an obligation towards
gratuity, a defined benefit retirement plan
covering eligible employees. The plan provides
for a lump sum payment to vested employees
at retirement, death while in employment or
on termination of employment, of an amount
based on the respective employee’s salary and
the tenure of employment.

The liability recognised in the Balance Sheet in
respect of defined benefit gratuity plan is the
present value of the defined benefit obligation

at the end of the reporting period. The defined
benefit obligation is calculated by actuary using
the projected unit credit method.

The present value of the defined benefit
obligation is determined by discounting the
estimated future cash outflows by reference
to market yields at the end of the reporting
period on government bonds that have
terms approximating to the terms of the
related obligation.

The net interest cost is calculated by applying the
discount rate to the net balance of the defined
benefit obligation. This cost and other costs are
included in employee benefits expense in the
Statement of profit and loss.

Remeasurements of the net defined benefit
liability, which comprise actuarial gains and
losses, the return on plan assets (excluding
interest) and the effect of the asset ceiling (if
any, excluding interest), are recognised in other
comprehensive income and transferred to
retained earnings.

Changes in the present value of the defined
benefit obligation resulting from settlement
or curtailments are recognised immediately in
Statement of profit and loss as past service cost.

The Company’s net obligation in respect of
defined benefit plans is calculated by estimating
the amount of future benefit that employees
have earned in the current and prior periods,
discounting that amount and deducting the fair
value of any plan assets.

Other long-term employee benefits

Compensated absences

The Company’s net obligation in respect of
compensated absences is the amount of benefit
to be settled in future, that employees have
earned in return for their service in the current
and previous years. The benefit is discounted to
determine its present value. The obligation is
measured on the basis of an actuarial valuation
using the projected unit credit method.
Remeasurements are recognised in Statement
of profit and loss in the period in which they arise.

(g) Share based payments

The fair value on grant date of equity-settled
share-based payment arrangements granted
to eligible employees of the Company under
the Employee Stock Option Scheme (‘ESOS’) is
recognised as employee stock option scheme
expenses in the Statement of profit and loss,
in relation to options granted to employees of
the Company (over the vesting period of the
awards), with a corresponding increase in other
equity. The amount recognised as an expense
to reflect the number of awards for which the
related service and non-market performance
conditions are expected to be met, such that the
amount ultimately recognised is based on the
number of awards that meet the related service
and non-market performance conditions at the
vesting date. The increase in equity recognised
in connection with a share based payment
transaction is presented in the "Employee stock
options outstanding account”, as separate
component in other equity. For share-based
payment awards with market conditions, the
grant- date fair value of the share-based payment
is measured to reflect such conditions and there
is no true- up for differences between expected
and actual outcomes. At the end of each period,
the Company revises its estimates of the number
of options that are expected to be vested based
on the non-market performance conditions at
the vesting date.

In case of cash-settled plan, fair value is
determined on each reporting date and expense
is accordingly recognised in the statement of
profit and loss with a corresponding increase to
the ESOP liability.

If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting
period, based on the best available estimate of
the number of share options expected to vest.
Upon exercise of share options, the proceeds
received, net of any directly attributable
transaction costs, are allocated to share
capital up to the nominal (or par) value of the
shares issued with any excess being recorded
as share premium.

The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.

(h) Income taxes

Income tax expense comprises of current tax and
deferred tax. It is recognised in the statement of
profit or loss except to the extent that it relates
to items recognised in other comprehensive
income or directly in equity.

Current tax

Current tax comprises the expected tax payable
or receivable on the taxable income or loss for
the year and any adjustment to the tax payable
or receivable in respect of previous years.
The amount of current tax reflects the best
estimate of the tax amount expected to be paid or
received after considering the uncertainty, if any
relating to income taxes. It is measured using tax
rates enacted for the relevant reporting period.

Current tax assets and current tax liabilities
are offset only if there is a legally enforceable
right to set off the recognised amounts, and it
is intended to realise the asset and settle the
liability on a net basis.

Deferred tax

Deferred tax is recognised in respect of temporary
differences between the carrying amounts
of assets and liabilities for financial reporting
purposes and the corresponding amounts used
for taxation purposes.

Deferred tax liabilities are recognised for all
taxable temporary differences. Deferred tax assets
are recognised to the extent that it is probable
that future taxable profits will be available
against which they can be used. The existence of
unused tax losses is strong evidence that future
taxable profit may not be available. Therefore, in
case of a history of recent losses, the Company
recognises a deferred tax asset only to the
extent that it has sufficient taxable temporary
differences or there is convincing other evidence
that sufficient taxable profit will be available
against which such deferred tax asset can be
realised. Deferred tax assets - unrecognised or
recognised, are reviewed at each reporting date
and are recognised / reduced to the extent that it
is probable / no longer probable respectively that
the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are
expected to apply to the period when the asset
is realised or liability is settled, based on the laws
that have been enacted or substantively enacted
by the reporting date.

The measurement of deferred tax reflects the
tax consequences that would follow from the
manner in which the Company expects, at the
reporting date, to recover or settle the carrying
amount of its assets and liabilities.

Deferred tax assets and deferred tax liabilities are
offset only if there is a legally enforceable right to
offset current tax liabilities and assets levied by
the same tax authorities.

(i) Foreign currency transactions and
translations

Monetary and non-monetary transactions in
foreign currencies are initially recorded in the
functional currency of the Company at the
exchange rates at the date of the transactions.

Monetary foreign currency assets and liabilities
remaining unsettled on reporting date are
translated at the rates of exchange prevailing on
reporting date. Gains/(losses) arising on account
of realisation/settlement of foreign exchange
transactions and on translation of monetary
foreign currency assets and liabilities are
recognised in the Statement of profit and loss.

Foreign exchange gains / (losses) arising on
translation of foreign currency monetary loans are
presented in the Statement of profit and loss on
net basis. However, foreign exchange differences
arising from foreign currency monetary loans
to the extent regarded as an adjustment to
borrowing costs are presented in the Statement
of profit and loss, within finance costs.

(j) Revenue recognition

Revenue from Contracts with Customers is
recognised upon transfer of control of promised
services to customers. Revenue is measured at the
transaction price (net of variable consideration)

which is the consideration received or receivable,
excluding discounts, incentives, performance
bonuses, price concessions, amounts collected
on behalf of third parties, or other similar items, if
any, as specified in the contract with the customer.
Revenue is recorded provided the recovery of
consideration is probable and determinable.

Revenue from operations is recognised to the
extent that it is probable that the economic
benefits will flow to the Company and the
revenue can be reliably measured. We determine
revenue recognition through the following steps:

1. Identify the contract(s) with a customer;

2. Identify the separate performance
obligations in the contract;

3. Determine the transaction price;

4. Allocate the transaction price to the separate
performance obligations; and

5. Recognize revenue when (or as) each
performance obligation is satisfied.

The Company’s revenues generated are
primarily comprised of:

• Data as a Service (DaaS): It is a AI led

Products to gauge Demand and optimise
pricing which help in providing data and
information to players across the travel
& hospitality industry and delivering
insights including competitive and rate
parity intelligence.

• Distribution: It is a AI led product to
standardise content distribution which
provide Seamless connectivity between
Hotels and their demand partners including
Online Travel Agents (OTAs), Global
Distribution System (GDS) and others and
communicate availability, rates, inventory
and content to its customers.

• Martech: It is a end to end Digital Marketing
Suite to manage Brand presence for
Hotels across Social Media and Metasearch
platforms and optimize direct bookings.

It helps their customers in monitoring the
guest engagement 24*7.

Revenue from sale of services

(1) Revenue from sale of services in case of
hospitality sector is recognised when the
services are performed through an indefinite
number of repetitive acts over the specified
subscription period on straight line basis or on
the basis of underlying services performed,
as the case may be, in accordance with the
terms of the contracts with customers and in
case of travel sector the same is recognised
when the related services are performed as
per the terms of contracts.

Revenue from sale of transaction based
services are recognised on point in time.

The Company defers unearned revenue,
including payments received in advance, until
the related subscription period is complete
or underlying services are performed.

(2) Manpower services to subsidiaries

The Company’s employees have in
certain cases rendered services to
subsidiaries companies such cost with
markup is recharged to those companies
on the basis of actual cost incurred.
Revenue from manpower services to
subsidiaries is recognised as per the terms
of agreement with these subsidiaries.

No significant element of financing is deemed
present as the sale of services are made with a
credit term of 30 to 60 days, which is consistent
with market practice.

Interest income

Interest income on financial assets (including
deposits with banks) is recognised using the
effective interest rate method.

(k) Financial instruments

A financial instrument is any contract that gives
rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

Financial assets

Recognition and initial measurement
Trade receivables and debt instruments are
initially recognised when they are originated.
All other financial assets are initially recognised
when the Company becomes a party to the
contractual provisions of the instrument.
All financial assets are initially measured at fair
value plus, for an item not at fair value through
Statement of profit and loss, transaction costs
that are attributable to its acquisition or use.

Classification

For the purpose of initial recognition, the
Company classifies its financial assets in
following categories:

• Financial assets measured at amortised cost;

• Financial assets measured at fair
value through other comprehensive
income (FVTOCI); and

• Financial assets measured at fair value
through profit and loss (FVTPL)

Financial assets are not reclassified subsequent
to their initial recognition, except if and in the
period the Company changes its business model
for managing financial assets.

A financial asset being ‘debt instrument’ is
measured at the amortised cost if both of the
following conditions are met:

• The financial asset is held within a business
model whose objective is to hold assets for
collecting contractual cash flows, and

• The contractual terms of the financial asset
give rise on specified dates to cash flows that
are Solely Payments of Principal and Interest
(SPPI) on the principal amount outstanding.

A financial asset being ‘debt instrument’ is
measured at the FVTOCI if both of the following
criteria are met:

• The asset is held within the business
model, whose objective is achieved both by
collecting contractual cash flows and selling
the financial assets, and

• The contractual terms of the financial
asset give rise on specified dates to
cash flows that are SPPI on the principal
amount outstanding.

A financial asset being equity instrument is
measured at FVTPL.

All financial assets not classified as measured at
amortised cost or FVTOCI as described above are
measured at FVTPL.

Subsequent measurement
Financial assets at amortised cost

These assets are subsequently measured at
amortised cost using the effective interest
method. The amortised cost is reduced by
impairment losses, if any. Interest income and
impairment are recognised in the Statement of
profit and loss.

Financial assets at FVTPL

These assets are subsequently measured at
fair value. Net gains and losses, including any
interest income, are recognised in the Statement
of profit and loss.

Derecognition

The Company derecognises a financial asset
when the contractual rights to the cash flows
from the financial asset expire, or it transfers the
rights to receive the contractual cash flows in a
transaction in which substantially all of the risks
and rewards of ownership of the financial asset
are transferred or in which the Company neither
transfers nor retains substantially all of the risks
and rewards of ownership and it does not retain
control of the financial asset. Any gain or loss on
derecognition is recognised in the Statement of
profit and loss.

Impairment of financial assets (other than at fair
value)

The Company recognises loss allowances
using the Expected Credit Loss (ECL) model for

the financial assets which are not fair valued
through profit and loss. Loss allowance for
trade receivables with no significant financing
component is measured at an amount equal
to lifetime ECL. For all other financial assets,
expected credit losses are measured at an
amount equal to the 12-month ECL, unless
there has been a significant increase in credit
risk from initial recognition, in which case those
financial assets are measured at lifetime ECL.
The changes (incremental or reversal) in loss
allowance computed using ECL model, are
recognised as an impairment gain or loss in the
Statement of profit and loss.

Write-off

The gross carrying amount of a financial asset is
written off (either partially or in full) to the extent
that there is no realistic prospect of recovery.
This is generally the case when the Company
determines that the counterparty does not have
assets or sources of income that could generate
sufficient cash flows to repay the amounts subject
to write-off. However, financial assets that are
written off could still be subject to enforcement
activities in order to comply with the Company’s
procedures for recovery of amounts due.

Financial liabilities

Recognition and initial measurement
All financial liabilities are initially recognised
when the Company becomes a party to the
contractual provisions of the instrument.
All financial liabilities are initially measured at
fair value minus, for an item not at fair value
through profit and loss, transaction costs that are
attributable to the liability.

Classification and subsequent measurement
Financial liabilities are classified as measured at
amortised cost or FVTPL.

A financial liability is classified as FVTPL if it is
classified as held-for-trading, or it is a derivative
or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at
fair value and net gains and losses, including
any interest expense, are recognised in the
Statement of profit and loss.

Financial liabilities other than classified as
FVTPL, are subsequently measured at amortised
cost using the effective interest method.
Interest expense are recognised in Statement of
profit and loss. Any gain or loss on derecognition
is also recognised in the Statement of
profit and loss.

Compound financial instruments
Compound financial instruments are bifurcated
into liability and equity components based on
the terms of the contract.

The liability component of compound financial
instruments is initially recognised at the fair
value of a similar liability that does not have an
equity conversion option. The equity component
is initially recognised at the difference between
the fair value of the compound financial
instrument as a whole and the fair value of the
liability component. Any directly attributable
transaction costs are allocated to the liability and
equity components in proportion to their initial
carrying amounts.

Subsequent to the initial recognition, the
liability component of the compound
financial instrument is measured at amortised
cost using the effective interest method.
The equity component of the compound financial
instrument is not measured subsequently.

Interest on liability component is recognised in
Statement of profit and loss. On conversion, the
liability component is reclassified to equity and
no gain or loss is recognised.

Derecognition

The Company derecognises a financial liability
when its contractual obligations are discharged
or cancelled or expired.

The Company also derecognises a financial
liability when its terms are modified and the cash
flows under the modified terms are substantially
different. In this case, a new financial liability
based on modified terms is recognised at fair
value. The difference between the carrying
amount of the financial liability extinguished and
the new financial liability with modified terms is
recognised in the Statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset,
and the net amount presented in the Balance
Sheet when, and only when, the Company
currently has a legally enforceable right to set off
the amounts and it intends either to settle them
on a net basis or to realise the assets and settle
the liabilities simultaneously.

Derivative financial instruments

The Company holds derivative financial
instruments to hedge its interest rate risk
exposures. Such derivative financial instruments
are initially recognised at fair value. Subsequent to
initial recognition, derivatives are measured at
fair value, and changes therein are recognised in
Statement of profit and loss.

(l) Investments

The Company has measured its investment in
subsidiaries at cost in its financial statements
in accordance with Ind AS 27, Separate
Financial Statements.

The Company has measured its investment
in bonds at amortised cost in its financial
statements.

The Company has measured its investment in
mutual fund at FVTPL in its financial statements.
Profit or loss on fair value of mutual fund is
recognised in statement of profit and loss.

(m) Earnings per share

The Company presents basic and diluted
earnings per share (EPS) data for its equity
shares. Basic EPS is calculated by dividing the
Statement of profit and loss attributable to
equity shareholders of the Company by the
weighted average number of equity shares
outstanding during the year. Diluted EPS is
determined by adjusting Statement of profit
and loss attributable to equity shareholders
and the weighted average number of equity
shares outstanding, for the effects of all dilutive
potential equity shares, which comprise share
options granted to employees.

The number of equity shares and potentially
dilutive equity shares are adjusted retrospectively

for all periods presented for any share splits
and bonus shares issues including for changes
effected prior to the approval of the standalone
financial statements by the Board of Directors.

(n) Current and non-current classification

All assets and liabilities are classified into current
and non-current.

Assets

An asset is classified as current when it satisfies
any of the following criteria:

it is expected to be realised in, or is intended for
sale or consumption in, the Company’s normal
operating cycle;

• it is held primarily for the purpose
of being traded;

• it is expected to be realised within 12
months after the reporting date; or

• it is cash or cash equivalent unless it is
restricted from being exchanged or used to
settle a liability for at least 12 months after
the reporting period.

Current assets include the current portion of
non-current financial assets. All other assets are
classified as non-current.

Liabilities

A liability is classified as current when it satisfies
any of the following criteria:

• it is expected to be settled in the Company’s
normal operating cycle;

• it is held primarily for the purpose
of being traded;

• it is due to be settled within 12 months after
the reporting period; or

• the Company does not have an unconditional
right to defer settlement of the liability for at
least 12 months after the reporting period.
Terms of a liability that could, at the option
of the counterparty, result in its settlement

by the issue of equity instruments do not
affect its classification.

Current liabilities include the current portion of
non-current financial liabilities. All other liabilities
are classified as non-current.

Deferred tax assets and liabilities are classified as
non-current assets and liabilities.

Operating cycle

The operating cycle is the time between the
acquisition of assets for processing and their
realisation in cash or cash equivalents. Based on
the nature of operations and the time between
the acquisition of assets for processing and their
realisation in cash and cash equivalents, the
Company has ascertained its operating cycle
being a period of 12 months for the purpose of
classification of assets and liabilities as current
and non- current.

(o) Cash and cash equivalents

Cash and cash equivalents comprises of cash
at banks and on hand, cheques on hand and
short-term deposits with an original maturity
of three months or less, which are subject to an
insignificant risk of changes in value.

(p) Segment reporting

The Company’s business activity primarily falls
within a single segment which is providing
innovative solutions to help clients in the
hospitality and travel industry to achieve their
business goals. The geographical segments
considered are "within India” and "outside India”
and are reported in a manner consistent with
the internal reporting provided to the Chief
Operating Decision Maker ("CODM”) of the
Company who monitors the operating results of
its business units not separately for the purpose
of making decisions about resource allocation
and performance assessment. The CODM is
considered to be the Board of Directors who
make strategic decisions and is responsible for
allocating resources and assessing the financial
performance of the operating segments.
The analysis of geographical segments is based
on geographical location of the customers.

(q) Functional and presentation currency

The management has determined the currency of
the primary economic environment in which the
Company operates, i.e., the functional currency,
to be Indian Rupees (INR). The standalone
financial statements are presented in Indian
Rupees, which is the Company’s functional and
presentation currency. All amounts have been
rounded to the nearest millions up to two decimal
places, unless otherwise stated. Consequent to
rounding off, the numbers presented throughout
the document may not add up precisely to the
totals and percentages may not precisely reflect
the absolute amounts.

(r) Cash flow statement

Cash flows are reported using indirect method,
whereby profit before tax is adjusted for the
effects transactions of a non-cash nature
and any deferrals or accruals of past or future
cash receipts or payments. The cash flows
from regular revenue generating, financing
and investing activities of the Company are
segregated. Cash and cash equivalents in the
cash flow comprise cash at bank, cash/cheques
in hand and short-term investments with an
original maturity of three months or less.

(s) Share issue expense

Share issue expenses are adjusted against the
Securities Premium Account as permissible
under Section 52 of the Companies Act, 2013, to
the extent any balance is available for utilisation
in the Securities Premium Account. Share issue
expenses in excess of the balance in the Securities
Premium Account is expensed in the Statement
of profit and loss.

(t) Treasury shares

Treasury shares are presented as a deduction
from equity. The original cost of treasury shares
and the proceeds of any subsequent sale are
presented as movements in equity.

(u) New and amended standards adopted
by the Company

The Company applied for the first-time certain
standards and amendments, which are effective
for annual periods beginning on or after 1

April 2024. The Company has not early adopted
any standard, interpretation or amendment that
has been issued but is not yet effective.

(i) Ind AS 117 Insurance Contracts

The Ministry of Corporate Affairs (MCA)
notified the Ind AS 117, Insurance Contracts,
vide notification dated 12 August 2024,
under the Companies (Indian Accounting
Standards) Amendment Rules, 2024, which
is effective from annual reporting periods
beginning on or after 1 April 2024.

Ind AS 117 Insurance Contracts is a
comprehensive new accounting standard
for insurance contracts covering recognition
and measurement, presentation and
disclosure. Ind AS 117 replaces Ind AS 104
Insurance Contracts. Ind AS 117 applies to
all types of insurance contracts, regardless
of the type of entities that issue them as
well as to certain guarantees and financial
instruments with discretionary participation
features; a few scope exceptions will apply.
Ind AS 117 is based on a general model,
supplemented by:

• A specific adaptation for contracts
with direct participation features (the
variable fee approach)

• A simplified approach (the premium
allocation approach) mainly for
short-duration contracts

The application of Ind AS 117 does not
have material impact on the Company’s
separate financial statements as the
Company has not entered any contracts in
the nature of insurance contracts covered
under Ind AS 117.

(ii) Amendments to Ind AS 116 Leases -
Lease Liability in a Sale and Leaseback

The MCA notified the Companies (Indian
Accounting Standards) Second Amendment
Rules, 2024, which amend Ind AS 116,
Leases, with respect to Lease Liability in a
Sale and Leaseback.

The amendment specifies the requirements
that a seller-lessee uses in measuring the
lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does
not recognise any amount of the gain or loss
that relates to the right of use it retains.

The amendment is effective for annual
reporting periods beginning on or
after 1 April 2024 and must be applied
retrospectively to sale and leaseback
transactions entered into after the date of
initial application of Ind AS 116.

The amendments do not have a
material impact on the Company’s
financial statements

(v) Recent Accounting Developments
- Standards Notified but not yet
effective

Ministry of Corporate Affairs (“MCA”) notifies
new standard or amendments to the existing
standards. There is no such notification which
would have been applicable from 01 April 2025.

a. Rategain IT Solutions Private Limited (whose IT Undertaking was demerged into Rategain Travel
Technologies Limited) ("Demerged Company”) had received a show cause notice of INR 59.74 million
dated 21 April 2016 from Commissioner of Service Tax, Audit -1, New Delhi for the period 2010-11 to
2014-15 alleging non-payment of service tax on reverse charge mechanism on foreign payments made
by the demerged company in the said period, pursuant to an audit conducted by the Service Tax Audit
Department for the said period. The Demerged Company, based on various judicial pronouncements had
filed a petition before the Honourable High Court at New Delhi challenging the Jurisdiction and Authority
of the Service Tax Audit division to audit and issue show cause notice. The Honourable High Court then
directed the Company to provide reply to the Commissioner of Service Tax (Audit) against the show cause
notice which the Company had duly filed. During financial year 2019-20, the Company received an order
wherein the tax authorities had dropped the proceedings in favor of the Company and the matter stands
closed. Department had filed an appeal with CESTAT against the order dated 12 March 2019. There is
no further update on this matter in the current year and management believes no demand will be raised
on the Company.

b. The Company received a show cause notice of INR 624.03 million from Director General of Central Excise
Intelligence on account of wrong classification of services provided by the Company. The Company
classified its services under "Information Technology Software Service” and as per the show cause notice,
department disputed that services provided by the Company would be covered "Online Information and
Database Access and/or Retrieval services (OIDAR)”, wherein the place of provision of service has been
specified as per PoP Rules, 2012 to be the location of service provider (i.e. location of RateGain in India).
Accordingly, the definition of export of services would not be satisfied and Company would be liable to
charge and pay service tax. The Director General of Central Excise Intelligence then directed the Company
to provide reply against the show cause notice. As per the management’s contention, the Company’s
business model for the provision of services of market intelligence do not follow the mode of online
database access and accordingly, their services would not constitute OIDAR services. The Company filed a
reply along with a writ petition in high court against the aforesaid mentioned order in earlier years and in
financial year 2019-20, Honourable High Court provided stay order for any further proceedings in respect
of this matter. There is no further update on this matter in the current year and management believes no
demand will be raised on the Company.

32 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to
spend at least 2% of its average net profit for the immediately preceding three financial years on corporate
social responsibility (CSR) activities. The areas for CSR activities are promoting health care, promoting
education, rural development projects and environment sustainability. A CSR committee has been formed
by the company as per the Act. The funds were primarily utilized through the year on these activities which
are specified in Schedule VII of the Companies Act, 2013.

# During the year, the Company was required to spend INR 4.20 million towards Corporate Social Responsibility (CSR)
activities in accordance with Section 135 of the Companies Act, 2013. The Company has spent INR 2.81 million on
eligible CSR activities during the year, and in accordance with Rule 7(3) of the Companies (CSR Policy) Rules, 2014 (as
amended), an amount of INR 1.39 million, representing excess CSR expenditure incurred in previous financial years, has
been adjusted against the current year’s obligation, thereby fully meeting the total CSR requirement for the year.

33 Transfer pricing

The Company has appointed independent consultants for conducting a Transfer Pricing Study to
determine whether the transactions with associated enterprises were undertaken at ‘’arm length basis’’.
The management confirms that all international transaction with associated enterprises are undertaken
at negotiated contract prices on usual commercial terms, and adjustment if any, arising from the transfer
pricing study shall be accounted for as and when study is completed. The Company is in the process of
conducting a transfer pricing study for the current financial year. Based on the transfer pricing study for
the previous year, the management is of the view that the same would not have a material impact on
the tax expenses provided for in these standalone financial statements. Accordingly, these standalone
financial statements do not include any adjustments for the transfer pricing implications, if any.

34 Transactions with companies struck off under section 248 of the Companies Act,
2013 or Section 560 of Companies Act, 1956

The Company does not have any transactions with companies struck off.

35 Leases

The Company has lease for office buildings. With the exception of short-term leases and leases of low-value
underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
The Company has three office lease as right-of-use assets which has lease term of 9 years and remaining
lease term of 5.5 years as at 31 March 2025.

Lease payments to be made under reasonably certain extension options are also included in the
measurement of the lease liability. The lease payments are discounted using incremental borrowing rate
of the Company, being the rate the Company would have to pay to borrow the funds necessary to obtain
an asset of similar value to the right-of-use asset in a similar environment with similar terms, security
and conditions.

38 Share based payment

a. Description of share based payment arrangements
i. Share Options Schemes (equity settled)

Employee Stock Option Scheme (ESOS) 2015

The Scheme has been adopted by the Board of Directors on 15 June 2015, read with the Special
Resolution passed by the Members of the Company on 15 June 2015 and shall be deemed to come
into force with effect from 15 June 2015 being the date of approval by the Members. The maximum
number of options that can be granted to any eligible employee during any one-year shall not equal
or exceed 1% of the issued capital of the company at the time of grant of options. For grant of option
to identified employees, during any one year, equal to or exceeding 1% of the issued capital a separate
resolution in the shareholders meeting will be passed. "

Further, during the year ended 31 March 2019, the Company modified (ESOS) 2015 scheme from
share based incentive to cash settled incentive. Subsequently on 15 June 2020, ESOS 2015 was
converted back to equity settled, amendment in scheme has been approved by the board of Directors
vide board resolution passed in board meeting dated 15 June 2020 and by the shareholders vide
ordinary resolution passed in extra-ordinary general meeting dated 15 June 2020.

Employee Stock Option Scheme (ESOS) 2018

The scheme has been approved by the Board of Directors of the Company on 1 June 2018 and the
same was approved by the members of the Company vide Ordinary Resolution on 1 June 2018.
The scheme is effective from 1 June 2018 being the date of shareholders’ approval. Vesting period shall
commence after 1 (One) year from the date of grant of Options and it may extend upto 4 (four) years
from the date of grant in the manner prescribed by the Board. During the year ended 31 March 2021,
the Company has revised exercise price of few share based options, incremental fair value granted on
account of such modification is INR 50.88 million.

Employee Stock Appreciation Rights (ESARs) 2022

The Scheme has been adopted by the Board of Directors on 11 February 2022, read with the Special
Resolution passed by the Members of the Company on 19 March 2022 and shall be deemed to come
into force with effect from 19 March 2022 being the date of approval by the Members. The maximum
number of SAR Units that can be granted to any eligible Employee during any one year shall not be
equal to or exceeding 1% of the issued capital of the Company at the time of grant. The Committee
may decide to grant such number of SAR Units equal to or exceeding 1% of the issued capital to any
eligible Employee as the case may be, subject to the applicable laws. Vesting period shall commence
from the date of grant subject to a minimum of 1 (One) year from the grant date and a maximum
period 4 (Four) years or such other period from the grant date, at the discretion of and in the manner
prescribed by the Committee, provided further that, in the event of death or permanent incapacity of
a Grantee, the minimum vesting period of one year shall not be applicable.

The Actual vesting would be subject to the continued employment of the Grantee.

ii) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the balance sheet are divided into
three levels of a fair value hierarchy. The three levels are defined based on the observability of significant
inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined
using valuation techniques which maximise the use of observable market data rely as little as possible
on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in level 3.

Valuation process and technique used to determine fair value

The fair value of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by
the issuers of these mutual fund units in the published statements as at each reported balance sheet
date. NAV represents the price at which the issuer will issue further units of mutual fund and the price
at which issuers will redeem such units from the investors.

b. Fair value of financial assets and liabilities measured at amortised cost:

The carrying amounts of trade receivables, trade payables, cash and cash equivalents, other bank
balances,investment in bonds, other current financials assets and liabilities are considered to be
the same as their fair values, due to their short-term nature.

The Company has major of its borrowings at variable rate which are subject to changes in
underlying interest rate indices. Further, the credit spread on these facilities are subject to change
with changes in Company’s creditworthiness. The management believes that the current rate of
interest on these loans are in close approximation from market rates applicable to the Company.
Therefore, the management estimates that the fair value of these borrowings are approximate to
their respective carrying values.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal
to the fair values.

primarily represents loan given to related parties and employees. Other financial assets measured
at amortized cost includes security deposits and others.Company has invested in bonds which
are measured at amortised cost. Credit risk related to these other financial assets is managed by
monitoring the recoverability of such amounts continuously, while at the same time internal control
system in place ensure the amounts are within defined limits.

The exposure to the credit risk at the reporting date is primarily from security deposit receivables and
trade receivables.

Trade receivables are typically unsecured and are derived from revenue earned from customers
primarily located in India, Europe, USA and Middle East. The Company does monitor the economic
environment in which it operates. The Company manages its credit risk through credit approvals,
establishing credit limits and continuously monitoring credit worthiness of customers to which the
Company grants credit terms in the normal course of business.

The Company uses expected credit loss model to assess the impairment loss. Credit risk in security
deposits considered to be low as they form part of other commercial arrangements such as leases,
therefore security deposit are impaired only when there is objective evidence of impairment.
The Company uses a provision matrix to compute the expected credit loss allowance for trade
receivables. The provision matrix takes into account available internal credit risk factors such as the
Company’s historical experience for customers. Based on the business environment in which the
Company operates, management considers ECL for trade receivables that are computed basis the
historical trend and future macoeconomic factors to determine an impairment allowance for loss on
receivables (other than receivables from related parties).

b. Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its present and future
obligations associated with financial liabilities that are required to be settled by delivering cash or
another financial asset. The Company’s objective is to, at all times maintain optimum levels of liquidity
to meet its cash and collateral obligations. Ultimate responsibility for liquidity risk management rests
with the Board of Directors. The Company’s manages liquidity risk by maintaining adequate reserves,
banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash
flows, and by matching the maturity profiles of financial assets and liabilities Management monitors
rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of
expected cash flows.

Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based
on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the
table are the contractual undiscounted cash flows.

c. Market risk - Interest rate risk

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing.
At the reporting periods end, the Company is not exposed to changes in market interest as it does
not have any variable interest rate borrowings. The Company’s investments in fixed deposits pay fixed
interest rates.

d. Market risk - Price risk

The Company’s exposure to price risk arises from investments held and classified in the balance sheet
at fair value through profit or loss. To manage the price risk arising from investments, the Company
diversifies its portfolio of assets.

Sensitivity

The table below summarises the impact of increase/decrease of the index on the Company’s profit
for the period :

42 Additional regulatory information not disclosed elsewhere in the standalone
financials statements

(a) No proceedings have been initiated on or are pending against the Company for holding benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(b) The Company has no borrowings from banks and financial institutions on the basis of security of
current assets.

(c) As the Company does not have any loan or other borrowing from any lender, therefore disclosure of willful
defaulter is not applicable.

(d) The Company has complied with the number of layers of companies prescribed under the
Companies Act, 2013.

(e) The Company has not entered into any scheme of arrangement which has an accounting impact on
current financial year.

(f) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of
Companies (ROC) beyond the statutory period.

(g) The Company has not advanced or loaned or invested funds to any other persons or entities, including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(h) The Company has not received any fund from any persons or entities, including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(i) The Company does not have any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(j) The Company has not traded or invested in crypto currency or virtual currency during the current
or previous year.

(k) The Company has not revalued its property, plant and equipment (including right-of-use assets) or
intangible assets or both during the current or previous year.

(l) There are no such immovable properties whose title deeds are not held in the name of the company.

43 Audit Trail

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso
to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment
Rules 2021 requiring companies, which uses accounting software for maintaining its books of account,
shall use only such accounting software which has a feature of recording audit trail of each and every
transaction, creating an edit log of each change made in the books of account along with the date when
such changes were made and ensuring that the audit trail cannot be disabled.

The Company has used certain accounting software for maintaining its accounting and sales records.
The audit trail (edit log) feature was enabled at the application level for the said accounting software
used for maintenance of accounting and sales records. The ‘Independent Service Auditor’s Assurance
Report 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) provided by third-party software service providers were available for part of the year.
Further, in respect of payroll software, independent auditor’s system and organization controls report of
the service provider was not available for the period Jan’25 to Mar’25. However, for the period April’24 to
Dec’24, audit trail was not enabled. Thus, these reports do not comment on the existence of audit trail (edit
logs) for any direct changes made at the database level for such software.

44 During the year ended 31 March 2022, the Company had completed its Initial Public Offer (“IPO”) of
31,441,282 Equity shares (includes Equity shares of 129,870 reserve for Employees at discounted rate)
of Face value of INR 1/- each (“equity shares”) for cash at a price of INR 425/-per Equity Share (including
a share premium of INR 424/- per Equity Share) aggregating to INR 13,357.35 million. This comprises of
fresh issue of 8,835,752 equity shares aggregating up to INR 3,750.08 million (the “fresh issue”) and an
Offer for Sale of 22,605,530 equity shares aggregating to INR 9,607.35 million. The equity shares of the
Company got listed with BSE Limited and National Stock Exchange of India Limited on 17 December 2021.
Proceeds of Initial Public Offer of '' 3,750 million have been fully utilised as per the object mentioned in
the prospectus.

45 During the previous year, the Company has raised money by the way of Qualified Institutions Placement
(‘QIP’) and allotted 9,331,259 equity shares of face value '' 1 each to the eligible qualified institutional
buyers at a price of '' 643 per equity shares (including a premium of '' 642 per equity share) aggregating
to '' 6,000 million. The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

Expenses incurred in relation to QIP amounting '' 116.22 million (net of taxes) have been adjusted from
Securities Premium Account. As per the placement document, QIP proceeds are to be utilised for Strategic
investments, acquisition and inorganic growth. As on 31 March 2025, 100% of QIP’s net proceeds were
unutilised and were temporar

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Mar 31, 2024

(e) Provisions and contingent liabilities Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities

Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.

(f) Employee benefits

Short-term employee benefits

Employee benefit liabilities such as salaries, wages and bonus, etc. that are expected to be settled wholly within twelve months after the end of the reporting period in which the employees render the related service are recognised in respect of employee’s services up to the end of the reporting period and are measured at an undiscounted amount expected to be paid when the liabilities are settled.

Post-employment benefit plans

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Payments to defined contribution plans are recognised as an expense when employees have rendered service entitling them to the contributions.

Defined benefit plans

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment, of an amount based on the respective employee’s salary and the tenure of employment.

The liability recognised in the Balance Sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligation is calculated by actuary using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation. This cost and other costs are

included in employee benefits expense in the Statement of profit and loss.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in other comprehensive income and transferred to retained earnings.

Changes in the present value of the defined benefit obligation resulting from settlement or curtailments are recognised immediately in Statement of profit and loss as past service cost.

The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

Other long-term employee benefits

Compensated absences

The Company’s net obligation in respect of compensated absences is the amount of benefit to be settled in future, that employees have earned in return for their service in the current and previous years. The benefit is discounted to determine its present value. The obligation is measured on the basis of an actuarial valuation using the projected unit credit method. Remeasurements are recognised in Statement of profit and loss in the period in which they arise.

l) Share based payments

The fair value on grant date of equity-settled share-based payment arrangements granted to eligible employees of the Company under the Employee Stock Option Scheme (‘ESOS’) is recognised as employee stock option scheme expenses in the Statement of profit and loss, in relation to options granted to employees of the Company (over the vesting period of the awards), with a corresponding increase in other equity. The amount recognised as an expense to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service

and non-market performance conditions at the vesting date. The increase in equity recognised in connection with a share based payment transaction is presented in the "Employee stock options outstanding account”, as separate component in other equity. For share-based payment awards with market conditions, the grant- date fair value of the share-based payment is measured to reflect such conditions and there is no true- up for differences between expected and actual outcomes. At the end of each period, the Company revises its estimates of the number of options that are expected to be vested based on the non-market performance conditions at the vesting date.

In case of cash-settled plan, fair value is determined on each reporting date and expense is accordingly recognised in the statement of profit and loss with a corresponding increase to the ESOP liability.

If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share premium.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

(h) Income taxes

Income tax expense comprises of current tax and deferred tax. It is recognised in the statement of profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any

relating to income taxes. It is measured using tax rates enacted for the relevant reporting period.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.

Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Company recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised / reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to offset current tax liabilities and assets levied by the same tax authorities.

(i) Foreign currency transactions and translations

Monetary and non-monetary transactions in foreign currencies are initially recorded in the functional currency of the Company at the exchange rates at the date of the transactions.

Monetary foreign currency assets and liabilities remaining unsettled on reporting date are translated at the rates of exchange prevailing on reporting date. Gains/(losses) arising on account of realisation/settlement of foreign exchange transactions and on translation of monetary foreign currency assets and liabilities are recognised in the Statement of profit and loss.

Foreign exchange gains / (losses) arising on translation of foreign currency monetary loans are presented in the Statement of profit and loss on net basis. However, foreign exchange differences arising from foreign currency monetary loans to the extent regarded as an adjustment to borrowing costs are presented in the Statement of profit and loss, within finance costs.

(j) Revenue recognition

Revenue from Contracts with Customers is recognised upon transfer of control of promised services to customers. Revenue is measured at the transaction price (net of variable consideration) which is the consideration received or receivable, excluding discounts, incentives, performance bonuses, price concessions, amounts collected on behalf of third parties, or other similar items, if any, as specified in the contract with the customer. Revenue is recorded provided the recovery of consideration is probable and determinable.

Revenue from operations is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

The Company derived its revenue from service as mentioned below:

DAAS/Distribution: It is a AI led Products to gauge Demand and optimise pricing which help in providing data and information to players across the travel & hospitality industry and delivering insights including competitive and rate parity intelligence and distribution is a AI led product to standardise content distribution which provide Seamless connectivity between Hotels

and their demand partners including OTAs, GDS and others and communicate availability, rates, inventory and content to its customers.

Revenue from sale of services

(1) Revenue from sale of services in case of hospitality sector is recognised when the services are performed through an indefinite number of repetitive acts over the specified subscription period on straight line basis or on the basis of underlying services performed, as the case may be, in accordance with the terms of the contracts with customers and in case of travel sector the same is recognised when the related services are performed as per the terms of contracts.

Revenue from sale of transaction based services are recognised on point in time.

The Company defers unearned revenue, including payments received in advance, until the related subscription period is complete or underlying services are performed.

(2) Manpower services to subsidiaries

The Company’s employees have in certain cases rendered services to subsidiaries companies such cost with markup is recharged to those companies on the basis of actual cost incurred. Revenue from manpower services to subsidiaries is recognised as per the terms of agreement with these subsidiaries.

No significant element of financing is deemed present as the sale of services are made with a credit term of 30 to 60 days, which is consistent with market practice.

Interest income

Interest income on financial assets (including deposits with banks) is recognised using the effective interest rate method.

(k) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Recognition and initial measurement Trade receivables and debt instruments are initially recognised when they are originated. All other financial assets are initially recognised when the Company becomes a party to the contractual provisions of the instrument. All financial assets are initially measured at fair value plus, for an item not at fair value through Statement of profit and loss, transaction costs that are attributable to its acquisition or use.

Classification

For the purpose of initial recognition, the Company classifies its financial assets in following categories:

• Financial assets measured at amortised cost;

• Financial assets measured at fair value through other comprehensive income (FVTOCI); and

• Financial assets measured at fair value through profit and loss (FVTPL)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

A financial asset being ‘debt instrument’ is measured at the amortised cost if both of the following conditions are met:

• The financial asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are Solely Payments of Principal and Interest (SPPI) on the principal amount outstanding.

A financial asset being ‘debt instrument’ is measured at the FVTOCI if both of the following criteria are met:

• The asset is held within the business model, whose objective is achieved both by collecting contractual cash flows and selling the financial assets, and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI on the principal amount outstanding.

A financial asset being equity instrument is measured at FVTPL.

All financial assets not classified as measured at amortised cost or FVTOCI as described above are measured at FVTPL.

Subsequent measurement Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses, if any. Interest income and impairment are recognised in the Statement of profit and loss.

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest income, are recognised in the Statement of profit and loss.

Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Any gain or loss on derecognition is recognised in the Statement of profit and loss.

Impairment of financial assets (other than at fair value)

The Company recognises loss allowances using the Expected Credit Loss (ECL) model for the financial assets which are not fair valued through profit and loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition, in which case those financial assets are measured at lifetime ECL. The changes (incremental or reversal) in loss allowance computed using ECL model, are recognised as an impairment gain or loss in the Statement of profit and loss.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the counterparty does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Financial liabilities

Recognition and initial measurement All financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument. All financial liabilities are initially measured at fair value minus, for an item not at fair value through profit and loss, transaction costs that are attributable to the liability.

Classification and subsequent measurement Financial liabilities are classified as measured at amortised cost or FVTPL.

A financial liability is classified as FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in the Statement of profit and loss.

Financial liabilities other than classified as FVTPL, are subsequently measured at amortised cost using the effective interest method. Interest expense are recognised in Statement of profit and loss. Any gain or loss on derecognition is also recognised in the Statement of profit and loss.

Compound financial instruments Compound financial instruments are bifurcated into liability and equity components based on the terms of the contract.

The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component

is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to the initial recognition, the liability component of the compound financial instrument is measured at amortised cost using the effective interest method. The equity component of the compound financial instrument is not measured subsequently.

Interest on liability component is recognised in Statement of profit and loss. On conversion, the liability component is reclassified to equity and no gain or loss is recognised.

Derecognition

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expired.

The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in the Statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amount presented in the Balance Sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the assets and settle the liabilities simultaneously.

Derivative financial instruments

The Company holds derivative financial instruments to hedge its interest rate risk exposures. Such derivative financial instruments are initially recognised at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognised in Statement of profit and loss.

(l) Investments

The Company has measured its investment in subsidiaries at cost in its financial statements in accordance with Ind AS 27, Separate Financial Statements.

The Company has measured its investment in bonds at amortised cost in its financial statements.

The Company has measured its investment in mutual fund at FVTPL in its financial statements. Profit or loss on fair value of mutual fund is recognised in statement of profit and loss.

(m) Earnings per share

The Company presents basic and diluted earnings per share (EPS) data for its equity shares. Basic EPS is calculated by dividing the Statement of profit and loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. Diluted EPS is determined by adjusting Statement of profit and loss attributable to equity shareholders and the weighted average number of equity shares outstanding, for the effects of all dilutive potential equity shares, which comprise share options granted to employees.

The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues including for changes effected prior to the approval of the standalone financial statements by the Board of Directors.

(n) Current and non-current classification

All assets and liabilities are classified into current and non-current.

Assets

An asset is classified as current when it satisfies any of the following criteria:

it is expected to be realised in, or is intended for sale or consumption in, the Company’s normal operating cycle;

• it is held primarily for the purpose of being traded;

• it is expected to be realised within 12 months after the reporting date; or

• it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current assets include the current portion of non-current financial assets. All other assets are classified as non-current.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

• it is expected to be settled in the Company’s normal operating cycle;

• it is held primarily for the purpose of being traded;

• it is due to be settled within 12 months after the reporting period; or

• the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Current liabilities include the current portion of non-current financial liabilities. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Operating cycle

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Based on the nature of operations and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle being a period of 12 months for the purpose of classification of assets and liabilities as current and non- current.

(o) Cash and cash equivalents

Cash and cash equivalents comprises of cash at banks and on hand, cheques on hand and short-term deposits with an original maturity

of three months or less, which are subject to an insignificant risk of changes in value.

(p) Segment reporting

The Company’s business activity primarily falls within a single segment which is providing innovative solutions to help clients in the hospitality and travel industry to achieve their business goals. The geographical segments considered are "within India” and "outside India” and are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM”) of the Company who monitors the operating results of its business units not separately for the purpose of making decisions about resource allocation and performance assessment. The CODM is considered to be the Board of Directors who make strategic decisions and is responsible for allocating resources and assessing the financial performance of the operating segments. The analysis of geographical segments is based on geographical location of the customers.

(q) Functional and presentation currency

The management has determined the currency of the primary economic environment in which the Company operates, i.e., the functional currency, to be Indian Rupees (INR). The standalone financial statements are presented in Indian Rupees, which is the Company’s functional and presentation currency. All amounts have been rounded to the nearest lakhs up to two decimal places, unless otherwise stated. Consequent to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute amounts.

(r) Cash flow statement

Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated. Cash and cash equivalents in the cash flow comprise cash at bank, cash/cheques in hand and short-term investments with an original maturity of three months or less.

(s) Share issue expense

Share issue expenses are adjusted against the Securities Premium Account as permissible under Section 52 of the Companies Act, 2013, to the extent any balance is available for utilisation in the Securities Premium Account. Share issue expenses in excess of the balance in the Securities Premium Account is expensed in the Statement of profit and loss.

(t) Treasury shares

Treasury shares are presented as a deduction from equity. The original cost of treasury shares and the proceeds of any subsequent sale are presented as movements in equity.

(u) Recent Accounting Developments - Standards Notified but not yet effective

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from 01 April 2024.

30 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM is considered to be the Board of Directors who make strategic decisions and is responsible for allocating resources and assessing the financial performance of the operating segments.

The company’s business activity falls within a single segment, which is providing innovative solutions to help clients in the hospitality and travel industry to achieve their business goals, in terms of Ind AS 108 on Segment Reporting. Information about relevant entity wide disclosure are as follows:

notice which the Company had duly filed. During financial year 2019-20, the Company received an order wherein the tax authorities had dropped the proceedings in favor of the Company and the matter stands closed. Department had filed an appeal with CESTAT against the order dated 12 March 2019. There is no further update on this matter in the current year and management believes no demand will be raised on the Company.

b. The Company received a show cause notice of INR 624.03 million from Director General of Central Excise Intelligence on account of wrong classification of services provided by the Company. The Company classified its services under "Information Technology Software Service” and as per the show cause notice, department disputed that services provided by the Company would be covered "Online Information and Database Access and/or Retrieval services (OIDAR)”, wherein the place of provision of service has been specified as per PoP Rules, 2012 to be the location of service provider (i.e. location of RateGain in India). Accordingly, the definition of export of services would not be satisfied and Company would be liable to charge and pay service tax. The Director General of Central Excise Intelligence then directed the Company to provide reply against the show cause notice. As per the management’s contention, the Company’s business model for the provision of services of market intelligence do not follow the mode of online database access and accordingly, their services would not constitute OIDAR services. The Company filed a reply along with a writ petition in high court against the aforesaid mentioned order in earlier years and in financial year 2019-20, Honourable High Court provided stay order for any further proceedings in respect of this matter. There is no further update on this matter in the current year and management believes no demand will be raised on the Company.

32 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are promoting health care, promoting education, rural development projects and environment sustainability. A CSR committee has been formed by the company as per the Act. The funds were primarily utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

33 Transfer pricing

The Company has appointed independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associated enterprises were undertaken at ‘’arm length basis’’. The management confirms that all international transaction with associated enterprises are undertaken at negotiated contract prices on usual commercial terms, and adjustment if any, arising from the transfer pricing study shall be accounted for as and when study is completed. The Company is in the process of conducting a transfer pricing study for the current financial year. Based on the transfer pricing study for the previous year, the management is of the view that the same would not have a material impact on the tax expenses provided for in these standalone financial statements. Accordingly, these standalone financial statements do not include any adjustments for the transfer pricing implications, if any.

34 Transactions with companies struck off under section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956

The Company does not have any transactions with companies struck off.

35 Leases

The Company has lease for office buildings. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.The Company has three office lease as right-of-use assets which has lease term of 9 years and remaining lease term of 6.5 years as at 31 March 2024. Lease payments to be made under reasonably certain extension options are also included in the measurement of the lease liability. The lease payments are discounted using incremental borrowing rate of the Company, being the rate the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar environment with similar terms, security and conditions.

38 Share based payment

a. Description of share based payment arrangements i. Share Options Schemes (equity settled)

Employee Stock Option Scheme (ESOS) 2015

The Scheme has been adopted by the Board of Directors on 15 June 2015, read with the Special Resolution passed by the Members of the Company on 15 June 2015 and shall be deemed to come into force with effect from 15 June 2015 being the date of approval by the Members. The maximum number of options that can be granted to any eligible employee during any one-year shall not equal or exceed 1% of the issued capital of the company at the time of grant of options. For grant of option to identified employees, during any one year, equal to or exceeding 1% of the issued capital a separate resolution in the shareholders meeting will be passed.

Further, during the year ended 31 March 2019, the Company modified (ESOS) 2015 scheme from share based incentive to cash settled incentive. Subsequently on 15 June 2020, ESOS 2015 was converted back to equity settled, amendment in scheme has been approved by the board of Directors vide board resolution passed in board meeting dated 15 June 2020 and by the shareholders vide ordinary resolution passed in extra-ordinary general meeting dated 15 June 2020.

Employee Stock Option Scheme (ESOS) 2018

The scheme has been approved by the Board of Directors of the Company on 1 June 2018 and the same was approved by the members of the Company vide Ordinary Resolution on 1 June 2018. The scheme is effective from 1 June 2018 being the date of shareholders’ approval. Vesting period shall commence after 1 (One) year from the date of grant of Options and it may extend upto 4 (four) years from the date of grant in the manner prescribed by the Board. During the year ended 31 March 2021, the Company has revised exercise price of few share based options, incremental fair value granted on account of such modification is INR 50.88 million.

Employee Stock Appreciation Rights (ESARs) 2022

The Scheme has been adopted by the Board of Directors on 11 February 2022, read with the Special Resolution passed by the Members of the Company on 19 March 2022 and shall be deemed to come into force with effect from 19 March 2022 being the date of approval by the Members. The maximum number of SAR Units that can be granted to any eligible Employee during any one year shall not be equal to or exceeding 1% of the issued capital of the Company at the time of grant. The Committee may decide to grant such number of SAR Units equal to or exceeding 1% of the issued capital to any eligible Employee as the case may be, subject to the applicable laws. Vesting period shall commence from the date of grant subject to a minimum of 1 (One) year from the grant date and a maximum period 4 (Four) years or such other period from the grant date, at the discretion of and in the manner prescribed by the Committee, provided further that, in the event of death or permanent incapacity of a Grantee, the minimum vesting period of one year shall not be applicable.

ii) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the balance sheet are divided into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Valuation process and technique used to determine fair value

The fair value of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at each reported balance sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

b. Fair value of financial assets and liabilities measured at amortised cost:

The carrying amounts of trade receivables, trade payables, cash and cash equivalents, other bank balances,investment in bonds, other current financials assets and liabilities are considered to be the same as their fair values, due to their short-term nature.

The Company has major of its borrowings at variable rate which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

iii) Financial risk management

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

a. Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost, and

- deposits with banks

- investment in bonds

Credit risk on cash and cash equivalents and bank deposits (shown under other bank balances) and other financial assets is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. The loans primarily represents loan given to related parties and employees. Other financial assets measured at amortized cost includes security deposits and others.Company has invested in bonds which are measured at amortised cost. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits. For financial assets other than trade receivables, Company presumes significant increase in credit risk when financial assets are past due more than 30 days.

The exposure to the credit risk at the reporting date is primarily from security deposit receivables and trade receivables.

Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in India and United Kingdom. The Company does monitor the economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.

The Company uses expected credit loss model to assess the impairment loss. Credit risk in security deposits considered to be low as they form part of other commercial arrangements such as leases, therefore security deposit are impaired only when there is objective evidence of impairment. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available internal credit risk factors such as the Company’s historical experience for customers. Based on the business environment in which the Company operates, management considers ECL for trade receivables that are computed basis the historical trend and future macoeconomic factors to determine an impairment allowance for loss on receivables (other than receivables from related parties).

c. Market risk - Interest rate risk

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At the reporting periods end, the Company is not exposed to changes in market interest as it does not have any variable interest rate borrowings. The Company’s investments in fixed deposits pay fixed interest rates.

d. Market risk - Price risk

The Company’s exposure to price risk arises from investments held and classified in the balance sheet at fair value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.

42 Additional regulatory information not disclosed elsewhere in the standalone financials statements

(a) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(b) The Company has no borrowings from banks and financial institutions on the basis of security of current assets.

(c) As the Company does not have any loan or other borrowing from any lender, therefore disclosure of willful defaulter is not applicable.

(d) The Company has complied with the number of layers of companies prescribed under the Companies Act, 2013.

(e) The Company has not entered into any scheme of arrangement which has an accounting impact on current financial year.

(f) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(g) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries”

(h) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries”

(i) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(j) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(k) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(l) There are no such immovable properties whose title deeds are not held in the name of the company.

43 Audit Trail

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Company has used certain accounting software for maintaining its accounting and sales records. The audit trail (edit log) feature was enabled at the application level for the said accounting software used for maintenance of accounting and sales records. The ‘Independent Service Auditor’s Assurance Report 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) provided by third-party software service providers were available for part of the year. Further, these reports do not comment on the existence of audit trail (edit logs) for any direct changes made at the database level for such software.”

44 During the year ended 31 March 2022, the Company had completed its Initial Public Offer ("IPO”) of 31,441,282 Equity shares (includes Equity shares of 129,870 reserve for Employees at discounted rate) of Face value of INR 1/- each ("equity shares”) for cash at a price of INR 425/-per Equity Share (including a share premium of INR 424/- per Equity Share) aggregating to INR 13,357.35 million. This comprises of fresh issue of 8,835,752 equity shares aggregating up to INR 3,750.08 million (the "fresh issue”) and an Offer for Sale of 22,605,530 equity shares aggregating to INR 9,607.35 million. The equity shares of the Company got listed with BSE Limited and National Stock Exchange of India Limited on 17 December 2021.

^ Originally estimated issue expenses were amounting to INR 205.03 million which were actualized to INR 182.90 million as per the actual invoices received against original estimated issue expenses. Accordingly, net proceeds were increased from INR 3,545.05 million to INR 3,567.18 million and funds utilisation under object "General corporate purposes” increased to INR 754.84 million from previously reported amount of INR 732.71 million.

45 During the year, the Company has raised money by the way of Qualified Institutions Placement (‘QIP’) and allotted 9,331,259 equity shares of face value ^ 1 each to the eligible qualified institutional buyers at a price of ^ 643 per equity shares (including a premium of ^ 642 per equity share) aggregating to ^ 6,000 million. The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Expenses incurred in relation to QIP amounting ^ 116.22 million (net of taxes) have been adjusted from Securities Premium Account. As per the placement document, QIP proceeds are to be utilised for Strategic investments, acquisition and inorganic growth. As on 31 March 2024, 100% of QIP’s net proceeds were unutilised and were temporarily parked/ invested in deposits.”

46 No subsequent event occurred post balance sheet date which requires adjustment in the standalone financial statements for the year ended 31 March 2024.

47 The figures of the corresponding previous year have been regrouped wherever considered necessary to correspond to current year disclosures.The impact of such reclassification/regrouping is not material to the standalone financial statements.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants RateGain Travel Technologies Limited

Firm’s Registration No.: 001076N/N500013

Ashish Gupta Bhanu Chopra Megha Chopra

Partner Managing Director Director

Membership No.: 504662 Din: 01037173 Din: 02078421

Tanmaya Das Thomas P Joshua

Chief Financial Officer Company Secretary

Date: 21 May 2024 Date: 21 May 2024

Place: New Delhi Place: Noida

---

Mar 31, 2023

(i) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of INR 1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

(vi) Share reserved for issue under options:

Information relating to RateGain Travel Technologies Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 40.

(vii) The Company has not bought back any shares and neither issued any shares for consideration other than cash.

31 Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holder by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all dilutive potential equity shares into equity shares.

During the previous year, the Company had issued the bonus shares in the ratio of 1:11 to the existing equity shareholders and impact of the same had been considered in calculation of EPS for the previous year also. Further, the Company had sub-divided each fully paid up equity share of the nominal value of INR 10/-(Rupees Ten Only) each into 10 (Ten) equity shares of INR 1/- (Rupee One Only) each fully paid up. Corresponding adjustment had been made to conversion ratio of CCCPS and number of share options granted under the ESOP schemes. Impact of the same had been considered in the calculation of Basic and Diluted EPS.

32 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM is considered to be the Board of Directors who make strategic decisions and is responsible for allocating resources and assessing the financial performance of the operating segments.

33 Contingent liabilities and Commitments
Particulars	As at 31 March 2023	As at 31 March 2022
(i) Indirect tax demand (Refer note a below)	59.74	59.74
(ii) Indirect tax demand (Refer note b below)	624.03	624.03

a. Rategain IT Solutions Private Limited (whose IT Undertaking was demerged into Rategain Travel Technologies Limited) ("Demerged Company”) had received a show cause notice of INR 59.74 million dated 21 April 2016 from Commissioner of Service Tax, Audit -1, New Delhi for the period 2010-11 to 2014-15 alleging non-payment of service tax on reverse charge mechanism on foreign payments made by the demerged company in the said period, pursuant to an audit conducted by the Service Tax Audit Department for the said period. The Demerged Company, based on various judicial pronouncements had filed a petition before the Honourable High Court at New Delhi challenging the Jurisdiction and Authority of the Service Tax Audit division to audit and issue show cause notice. The Honourable High Court then directed the Company to provide reply to the Commissioner of Service Tax (Audit) against the show cause notice which the Company had duly filed. During financial year 2019-20, the Company received an order wherein the tax authorities had dropped the proceedings in favor of the Company and the matter stands closed. Department had filed an appeal with CESTAT against the order dated 12 March 2019. There is no further update on this matter in the current year and management believes no demand will be raised on the Company.

b. The Company received a show cause notice of INR 624.03 million from Director General of Central Excise Intelligence on account of wrong classification of services provided by the Company. The Company classified its services under "Information Technology Software Service” and as per the show cause notice, department disputed that services provided by the Company would be covered "Online Information and Database Access and/or Retrieval services (OIDAR)”, wherein the place of provision of service has been specified as per PoP Rules, 2012 to be the location of service provider (i.e. location of RateGain in India). Accordingly, the definition of export of services would not be satisfied and Company would be liable to charge and pay service tax. The Director General of Central Excise Intelligence then directed the Company to provide reply against the show cause notice. As per the management’s contention, the Company’s business model for the provision of services of market intelligence do not follow the mode of online database access and accordingly, their services would not constitute OIDAR services. The Company filed a reply along with a writ petition in high court against the aforesaid mentioned order in earlier years and in financial year 2019-20, Honourable High Court provided stay order for any further proceedings in respect of this matter. There is no further update on this matter in the current year and management believes no demand will be raised on the Company.

34 Corporate Social Responsibility

In accordance with the provisions of section 135 of the Companies Act, 2013 (“Act”), the Board of Directors of the Company had constituted a Corporate Social Responsibility (CSR) Committee. In terms, with the provisions of the said Act, the Company was not required to make any mandatory spending on CSR during the year ended 31 March 2023. Out of balance outstanding as at 31 March 2022 amounting to INR 5.17 million under unspent CSR funds, Company spent INR 0.59 million to suitable projects for deployment of unspent CSR funds in current year. In addition, Company spent INR 0.65 million towards CSR initiatives in the current year. Except as provided above, there being no unspent CSR funds for the year ended 31 March 2023, the Company is not required to deposit any unspent amount in funds specified in Schedule VII by 30 September 2023.

Particulars	As at 31 March 2023	As at 31 March 2022
Amount required to be spent by the Company during the year	-	-
Amount of expenditure incurred	1.24	0.64
Amount of shortfall for the year	-	-
Amount of cumulative shortfall at the end of the year	4.58	5.17

35 Transfer pricing

The Company has appointed independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associated enterprises were undertaken at ‘’arm length basis’’. The management confirms that all international transaction with associated enterprises are undertaken at negotiated contract prices on usual commercial terms, and adjustment if any, arising from the transfer pricing study shall be accounted for as and when study is completed. The Company is in the process of conducting a transfer pricing study for the current financial year. Based on the transfer pricing study for the previous year, the management is of the view that the same would not have a material impact on the tax expenses provided for in these standalone financial statements. Accordingly, these standalone financial statements do not include any adjustments for the transfer pricing implications, if any.

36 Other explanatory information

Out of the total trade receivable balance of INR 220.57 million (31 March 2022: INR 123.34 million) export dues of Company of INR Nil (31 March 2022: INR 0.30 million) are outstanding for more than nine months. As per Foreign Exchange Management (Export of Goods and Services) Regulation, 2000 issued by the Reserve Bank of India (the ‘RBI’), where the realisation from foreign customer is not made within nine months from the invoice date (as per notification no. RBI/2019-20/206 dated 01 April 2020, the aforesaid period has been extended to 15 months for invoices issued upto or on 31st July’20), the Company is required to approach the Foreign Exchange Department of the Regional Office concerned of the Reserve Bank through their AD Category-I bank with a definite action plan for extension of realisation of export proceeds. The Company is in the process of ensuring compliance with the relevant regulation of the Reserve Bank of India.

37 Leases

“The Company has leases for office buildings. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment. In previous year, the Company had three office lease as right-of-use assets which has average lease term of 9 years,Out of these, two leases have been terminated during the previous year and one lease is continuing which has remaining lease term of 7.5 years as at 31 March 2023.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the lease liability. The lease payments are discounted using incremental borrowing rate of the Company, being the rate the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar environment with similar terms, security and conditions.

A Disclosure of gratuity

Gratuity is payable to all eligible employees of the Company on separation, superannuation, death or permanent disablement, in terms of the provision of the Payment of Gratuity Act, 1972. Gratuity is an unfunded defined benefit plan.

The Company is following Ind AS 19 ‘Employee Benefits’ and using Projected Unit Credit Method. The following tables sets out the status of the defined benefit scheme and the amount recognised in the financial statements:

The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied which was applied while calculating the defined benefit obligation liability recognised in the balance sheet.

40 Share based payment

a. Description of share based payment arrangements

i. Share Options Schemes (equity settled)

Employee Stock Option Scheme (ESOS) 2015

The Scheme has been adopted by the Board of Directors on 15 June 2015, read with the Special Resolution passed by the Members of the Company on 15 June 2015 and shall be deemed to come into force with effect from 15 June 2015 being the date of approval by the Members. The maximum number of options that can be granted to any eligible employee during any one-year shall not equal or exceed 1% of the issued capital of the company at the time of grant of options. For grant of option to identified employees, during any one year, equal to or exceeding 1% of the issued capital a separate resolution in the shareholders meeting will be passed. For vesting, there shall be a lock in of minimum period of one year between Grant of options and its vesting. Vesting of Options will take place upon the following events:

- Change of control in the company, as defined in Companies Act 2013;

- Initial public offering (IPO)

- In case of private equity investment, not resulting in change in control, then at the discretions of the Committee

- Employee’s continuity in the organization

- Any other Vesting Event as the Committee may decide and inform during the currency of the Scheme

Further, during the year ended 31 March 2019, the Company modified (ESOS) 2015 scheme from share based incentive to cash settled incentive. Subsequently on 15 June 2020, ESOS 2015 was converted back to equity settled, amendment in scheme has been approved by the board of Directors vide board resolution passed in board meeting dated 15 June 2020 and by the shareholders vide ordinary resolution passed in extra-ordinary general meeting dated 15 June 2020.

The scheme has been approved by the Board of Directors of the Company on 1 June 2018 and the same was approved by the members of the Company vide Ordinary Resolution on 1 June 2018. The scheme is effective from 1 June 2018 being the date of shareholders’ approval. The maximum number of options that may be issued pursuant to this Scheme is 15000 (Fifteen thousand) options representing of 2.03% of the paid up share capital of the Company as on 1 June 2018, to be convertible into equal number of Equity shares of the Company. Vesting period shall commence after 1 (One) year from the date of grant of Options and it may extend upto 4 (four) years from the date of grant in the manner prescribed by the Board. During the year ended 31 March 2021, the Company has revised exercise price of few share based options, incremental fair value granted on account of such modification is INR 50.88 million.C125

The Scheme has been adopted by the Board of Directors on 11 February 2022, read with the Special Resolution passed by the Members of the Company on 19 March 2022 and shall be deemed to come into force with effect from 19 March 2022 being the date of approval by the Members. The maximum number of SAR Units that can be granted to any eligible Employee during any one year shall not be equal to or exceeding 1% of the issued capital of the Company at the time of grant. The Committee may decide to grant such number of SAR Units equal to or exceeding 1% of the issued capital to any eligible Employee as the case may be, subject to the applicable laws. Vesting period shall commence from the date of grant subject to a minimum of 1 (One) year from the grant date and a maximum period 4 (Four) years or such other period from the grant date, at the discretion of and in the manner prescribed by the Committee, provided further that, in the event of death or permanent incapacity of a Grantee, the minimum vesting period of one year shall not be applicable.

The Actual vesting would be subject to the continued employment of the Grantee

ii) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the balance sheet are divided into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Valuation process and technique used to determine fair value

The fair value of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at each reported balance sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

b. Fair value of financial assets and liabilities measured at amortised cost:

The carrying amounts of trade receivables, trade payables, cash and cash equivalents, other bank balances,investment in bonds, other current financials assets and liabilities are considered to be the same as their fair values, due to their short-term nature.

The Company has major of its borrowings at variable rate which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

iii) Financial risk management

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

a. Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost, and

- deposits with banks

- investment in bonds

Credit risk on cash and cash equivalents and bank deposits (shown under other bank balances) and other financial assets is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. The loans primarily represents loan given to related parties and employees. Other financial assets measured at amortized cost includes security deposits and others.Company has invested in bonds which are measured at amortised cost. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

The exposure to the credit risk at the reporting date is primarily from security deposit receivables and trade receivables.

Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in India and United Kingdom. The Company does monitor the economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.

The Company uses expected credit loss model to assess the impairment loss. Credit risk in security deposits considered to be low as they form part of other commercial arrangements such as leases, therefore security deposit are impaired only when there is objective evidence of impairment. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available internal credit risk factors such as the Company’s historical experience for customers. Based on the business environment in which the Company operates, management considers that the trade receivables are in default (credit impaired) if the payments are more than 180 days past due however the Company based upon past trends determine an impairment allowance for loss on receivables (other than receivables from related parties).

b. Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its present and future obligations associated with financial liabilities that are required to be settled by delivering cash or another financial asset. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral obligations. Ultimate responsibility for liquidity risk management rests with the Board of Directors. The Company’s manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows.

Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

c. Market risk - Interest rate risk

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At the reporting periods end, the Company is not exposed to changes in market interest as it does not have any variable interest rate borrowings. The Company’s investments in fixed deposits pay fixed interest rates.

d. Market risk - Price risk

The Company’s exposure to price risk arises from investments held and classified in the balance sheet at fair value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.

Sensitivity

The table below summarises the impact of increase/decrease of the index on the Company’s profit for the period :

42 Capital management policies and procedures

The Company’s objective for capital management is to maximize shareholder’s value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plan and other strategic investment plans. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to all its shareholders. The Company’s funding requirements are met through equity infusions and internal accruals.

Explanation for change in the ratio by more than 25% as compared to the preceding year:

The variance is majorly on account of Increase in interest income and income from manpower services

to subsidiaries.

44 Additionalregulatorymformationnotdisclosedelsewhereinthestandalonefmancials statements

(a) No proceedings have been initiated on or are pending against the Company for holding benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of1988) and Rules made thereunder.

(b) The Company has no borrowings from banks and financial institutions on the basis of security of current assets.

(c) As the Company does not have any loan or other borrowing from any lender, therefore disclosure of willful defaulter is not applicable.

(d) The Company does not have any transactions with companies struck off.

(e) The Company has complied with the number of layers of companies prescribed under the Companies Act, 2013.

(f) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(g) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(h) During the year, RateGain Adara Inc., USA (a subsidiary company) entered into an Assets Purchase Agreement on 02 January 2023 to acquire substantially all the assets and liabilities of Adara Inc., USA. The amount for payment of purchase consideration to Adara Inc,USA was loaned/advanced by the Company to its subsidiary RateGain Technologies Limited, UK which is incorporated in UK and such sum was further loaned/advanced by RateGain Technologies Limited, UK to RateGain Technologies Inc., US which is also a subsidiary of RateGain Travel Technologies Limited and RateGain Technologies Inc., US paid the purchase consideration for the asset purchase agreement entered into by RateGain Adara Inc and Adara Inc.

(i) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(j) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(k) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(l) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

45 Conversion of cumulative compulsory convertible preference shares (CCCPS)

During the previous year, the Company had converted 148,324 Cumulative Compulsorily Convertible Preference shares (“CCCPS”) of INR 10/- each into 1,77,98,880 Equity Shares of INR 1/- each, ranking pari passu with the existing equity shares of the Company, on November 22, 2021 after taking the effect of issuance of bonus of 11 fully paid-up Equity Shares on 1 Equity Share and sub-division of Nominal Value of Equity Shares from INR 10/- to INR 1/- each, in favor of CCCPS holders as per conversion event mentioned in the subscription agreement with Wagner Limited and Avaatar Holdings.

46 Issue of bonus shares

During the previous year, the Company had issued the bonus shares in the ratio of 1:11 to the existing equity shareholders. Corresponding adjustment had been made to conversion ratio of CCCPS and number of share options granted under the ESOP schemes. Bonus shares were retrospectively considered for the computation of EPS.

47 During the previous year, the Company had completed its Initial Public Offer (“IPO”) of 31,441,282 Equity shares (includes Equity shares of 129,870 reserve for Employees at discounted rate) of Face value of INR 1/- each (“equity shares”) for cash at a price of INR 425/-per Equity Share (including a share premium of INR 424/- per Equity Share) aggregating to INR 13,357.35 million. This comprises of fresh issue of 8,835,752 equity shares aggregating up to INR 3,750.08 million (the “fresh issue”) and an Offer for Sale of 22,605,530 equity shares aggregating to INR 9,607.35 million. The equity shares of the Company got listed with BSE Limited and National Stock Exchange of India Limited on 17 December 2021.

* The unutilised proceeds has been temporarily invested/parked in bank accounts,deposits,bonds and commercial paper.

* The original object was ‘Purchase of certain capital equipment for our Data Center’. During the quarter ended 31 December 2022, the Company has changed the object through special resolution and postal ballot results dated 19 November 2022, as per which the new object is utilisation of funds towards ‘Migration and usage of our services from self-managed Data Center to Amazon Web Services Cloud’.

* Originally estimated issue expenses were amounting to INR 205.03 million which are now been actualized to INR 182.90 million as per the actual invoices received against original estimated issue expenses. Accordingly, net proceeds have increased from INR 3,545.05 million to INR 3,567.18 million and funds utilisation under object “General corporate purposes" have increased to INR 754.84 million from previously reported amount of INR 732.71 million.

48 During the previous year, the total IPO expenses incurred were INR 728.44 million (inclusive of taxes) which were proportionately allocated between the selling shareholders and the Company as per respective offer size. The Company’s share of these expenses was INR 205.03 million (inclusive of taxes), of which INR 175.31 million (excluding taxes) had been adjusted against securities premium and INR 9.43 million (excluding taxes) under exceptional item on account of share listing expenses which were been actualized during the year as per the actual invoices received against original estimated issue expenses due to which there was a reversal of excess transaction costs of INR 29.46 million which was adjusted in securities premium.

49 No subsequent event occurred post balance sheet date which requires adjustment in the standalone financial statements for the year ended 31 March 2023.

50 The figures of the corresponding previous year have been regrouped wherever considered necessary to correspond to current year disclosures.The impact of such reclassification/regrouping is not material to the standalone financial statements.