Dear Members,
Your directors have the pleasure of presenting their eighteenth report on the business
and operations of Le Travenues Technology Limited (the "Company" /
"ixigo") together with the audited financial statements for the financial
year ended March 31, 2024.
I. Financial Statements and Results
1. Financial Results
The standalone and consolidated financial highlights of your Company's operations are
summarised below:
(Rs. in million)
Particulars |
Standalone |
Consolidated |
|
FY 2024 |
FY 2023 |
FY 2024 |
FY 2023 |
Income |
|
|
|
|
Revenue from operations |
6,528.06 |
5,012.50 |
6,558.73 |
5,012.50 |
Other Income |
91.39 |
161.78 |
92.18 |
163.23 |
Total income (I) |
6,619.45 |
5,174.28 |
6,650.91 |
5,175.73 |
Expenses |
|
|
|
|
Employee benefit expense |
1,337.85 |
1,219.72 |
1,410.20 |
1,262.61 |
Finance cost |
18.80 |
8.72 |
28.86 |
9.49 |
Depreciation and amortization expense |
107.62 |
103.37 |
129.24 |
108.15 |
Other expenses |
4,736.12 |
3,501.59 |
4,710.10 |
3,462.67 |
Total expense (II) |
6,200.39 |
4,833.40 |
6,278.40 |
4,842.92 |
Profit / (loss) before share of loss of an associate, exceptional items and tax
(III) = (I) - (II) |
419.06 |
340.88 |
372.51 |
332.81 |
Share of loss of an associate, net of tax (IV) |
- |
- |
(59.07) |
- |
Profit/(Loss) before exceptional items and tax (V) = (III) + (IV) |
419.06 |
340.88 |
313.44 |
332.81 |
Exceptional Items (VI) |
- |
(126.07) |
297.21 |
(126.07) |
Profit/(Loss) after exceptional items (VII) = (V) + (VI) |
419.06 |
214.81 |
610.65 |
206.74 |
Tax expenses/(income) |
|
|
|
|
Current tax |
- |
75.41 |
1.25 |
76.77 |
Deferred tax |
(120.72) |
(102.79) |
(121.21) |
(103.99) |
Total tax expense / (income) (VIII) |
(120.72) |
(27.38) |
(119.96) |
(27.22) |
Profit / (loss) for the year (IX) = (VII) - (VIII) |
539.78 |
242.19 |
730.61 |
233.96 |
Other comprehensive income |
|
|
|
|
Items that will not be reclassified to statement of profit and loss in subsequent
year |
|
|
|
|
Re-measurement (loss) / gains on defined benefit plans |
(1.63) |
(2.77) |
(1.63) |
(2.77) |
Income tax effect relating to items that will not be reclassified to profit and loss |
0.40 |
0.70 |
0.40 |
0.70 |
Other comprehensive income / (loss) for the year, net of tax (X) |
(1.23) |
(2.07) |
(1.23) |
(2.07) |
Total comprehensive income / (loss) for the year, net of taxes (XI) = (IX) + (X) |
538.55 |
240.12 |
729.38 |
231.89 |
Earnings per equity share (Nominal value per share H1) |
|
|
|
|
Basic |
1.45 |
0.65 |
2.04 |
0.58 |
Diluted |
1.41 |
0.63 |
1.98 |
0.57 |
2. Result of Operations
Consolidated Accounts
Total income during FY 2023-24 increased to Rs. 6,650.91 million as against Rs.
5,175.73 million during FY 2022-23, a growth of 28.50%.
Profit after tax is Rs. 730.61 million during the year 2023-24 as compared to
profit after tax of Rs. 233.96 million during the year 2022-23.
Standalone Accounts
Total income during 2023-24 increased to Rs. 6,619.45 million as against Rs.
5,174.28 million during 2022-23, a growth of 27.93%.
Profit after tax is 539.78 million during the year 2023-24 as compared to Profit
after tax of Rs. 242.19 million during the year 2022-23.
3. Appropriation and Reserves Dividend
With a view to reinvesting the profits of the business, the board of directors of your
Company (the "Board") does not recommend any dividend on equity shares of
the Company for the year ended March 31, 2024.
Reserves
Your directors have not proposed transferring any amount to reserves for the financial
year 2023-24.
4. Subsidiaries, Joint Ventures, and Associates of the Company
During the year under review, the Company has the following subsidiaries and associates
company:
S. No. |
Name of the entity |
As of April 01,2023 |
As of March 31, 2024 |
1. |
Ixigo Europe, S.L. |
Wholly Owned Subsidiary |
Wholly Owned Subsidiary |
2. |
Travenues Innovations Private Limited |
Wholly Owned Subsidiary |
Name struck off by the Registrar of Companies, Ministry of Corporate Affairs from the
Register of Companies under Section 248(2) of the Companies Act, 2013 w.e.f. September 20,
2023 |
3. |
Confirm Ticket Online Solutions Private Limited |
Subsidiary |
The Board at its meeting held on April 24, 2023 had approved the Scheme of
Amalgamation pursuant to which your Company had filed the Scheme of Amalgamation for
approval of the National Company Law Tribunal, Chandigarh Bench ("NCLT Chandigarh").
The NCLT Chandigarh sanctioned and confirmed the Scheme of Amalgamation pursuant to an
order dated January 4, 2024. The appointed date was April 1, 2023. As per the Scheme of
Amalgamation, the entire business undertaking of Confirm Ticket was transferred to and
vested in your Company as a going concern from the appointed date with effect from January
18, 2024. |
4. |
Freshbus Private Limited |
Subsidiary |
Transitioned from being a subsidiary to an associate company of the Company due to a
reduction in the Company's shareholding to 41.40%. As a result, Freshbus Private Limited
doesn't meet the criteria to be classified as a subsidiary. |
During the year under review, your Company does not have any joint venture company.
A statement containing salient features, performance, and financial position of each of
the subsidiaries for the financial year ended March 31, 2024, is attached in the
prescribed Form AOC-1 as Annexure - 1 and forms part of this report.
The entire set of subsidiaries' financials are available for inspection at the
registered office of the Company in accordance with the requirements of the Companies Act,
2013.
5. Consolidated Financial Statements
The consolidated financial statements of the Company prepared as per the applicable
accounting standard consolidating the Company's accounts with its subsidiaries and
associates will form part of the annual report.
6. Revision of Financial Statement
There was no revision of the financial statements for the year under review.
7. Changes in the capital structure
During the year under review, there was no change in the authorised, subscribed, and
paid-up share capital of the Company except the following:
a) Increase and reclassification of the authorised share capital of the Company
Pursuant to the Scheme of Amalgamation approved by Hon'ble National Company Law
Tribunal, Chandigarh Bench on January 04, 2024, erstwhile subsidiary, Confirm Ticket
Online Solutions Private Limited amalgamated with your Company, whereby the authorised
share capital of Confirm Ticket Online Solutions Private Limited was consolidated with
your Company, Clause V of the Memorandum of Association was amended to reflect a
reclassification and increase of authorised share capital from Rs. 500,000,000 divided
into 500,000,000 Equity Shares of Rs. 1 each to Rs. 501,700,000 divided into 501,600,000
Equity Shares of Rs. 1 each and 10,000 Preference Shares of Rs. 10 each.
b) Allotment of shares upon exercise of options granted under the employee's stock
option schemes
During the year under review, your Company has seven employees stock option schemes
namely Le Travenues Technology - Employees Stock Option Scheme 2009 ("ESOS 2009");
Le Travenues Technology - Employees Stock Option Scheme 2012 ("ESOS 2012");
Le Travenues Technology
- Employees Stock Option Scheme 2013 ("ESOS 2013"); Le Travenues
Technology - Employees Stock Option Scheme 2016 ("ESOS 2016"), Le
Travenues Technology - Employees Stock Option Scheme 2020 ("ESOS 2020"),
Le Travenues Technology
- Employees Stock Option Scheme 2021 ("ESOS 2021") and Le Travenues
Technology - Employees Stock Option Scheme 2024 ("ESOS 2024")
(hereinafter collectively referred to in this report as "Prevailing ESOS")
and your directors have allotted the following equity shares on the following dates as set
out below, consequent upon exercise of vested options granted under the Prevailing ESOS:
Allotment Date |
Name of the Scheme |
No. of Shares |
Face Value (Per Share) (Rs.) |
Premium (Per Share) (Rs.) |
Exercise / Issue Price (Per Share) (Rs.) |
July 13, 2023 |
ESOS 2012 |
31,600 |
1 |
0.25 |
1.25 |
|
ESOS 2013 |
73,700 |
1 |
0.25 |
1.25 |
|
ESOS 2016 |
58,000 |
1 |
0.25 |
1.25 |
|
ESOS 2021 |
66,122 |
1 |
0.25 |
1.25 |
October 27, 2023 |
ESOS 2012 |
40,000 |
1 |
0.25 |
1.25 |
|
ESOS 2013 |
1,28,000 |
1 |
0.25 |
1.25 |
|
ESOS 2016 |
40,000 |
1 |
0.25 |
1.25 |
|
ESOS 2020 |
6,500 |
1 |
0.25 |
1.25 |
|
ESOS 2021 |
1,13,049 |
1 |
0.25 |
1.25 |
December 22, 2023 |
ESOS 2012 |
56,000 |
1 |
0.25 |
1.25 |
|
ESOS 2013 |
3,97,831 |
1 |
0.25 |
1.25 |
|
ESOS 2016 |
1,47,500 |
1 |
0.25 |
1.25 |
|
ESOS 2020 |
37,450 |
1 |
0.25 |
1.25 |
|
ESOS 2020 |
1,200 |
1 |
- |
1.00* |
|
ESOS 2021 |
5,65,476 |
1 |
0.25 |
1.25 |
* Exercise Price Rs. 0.50/- per share, Issue Price Rs. 1/- per share by utilising the
Securities Premium Account of Rs. 0.50/- per share
Subsequent to the close of the financial year, your directors have allotted the
following equity shares on the following dates as set out below, consequent upon exercise
of vested options granted under the Prevailing ESOS:
Allotment Date |
Name of the Scheme |
No. of Shares |
Face Value (Per Share) (Rs.) |
Premium (Per Share) (Rs.) |
Exercise / Issue Price (Per Share) (Rs.) |
May 16, 2024 |
ESOS 2012 |
140,000 |
1 |
0.25 |
1.25 |
|
ESOS 2013 |
538,278 |
1 |
0.25 |
1.25 |
|
ESOS 2016 |
178,000 |
1 |
0.25 |
1.25 |
|
ESOS 2020 |
26,464 |
1 |
0.25 |
1.25 |
|
ESOS 2021 |
671,607 |
1 |
0.25 |
1.25 |
c) Initial Public Offer
At the extraordinary general meeting of the Company held on January 24, 2024, the
shareholders approved the special resolution for raising capital through an initial public
offering. Subsequently, the Company filed the draft red herring prospectus ("DRHP")
dated February 14, 2024, with the Securities and Exchange Board of India ("SEBI").
The Company was in the process of Initial Public Offering during the financial year
2023-24 and subsequently filed the Prospectus to the Registrar of Companies, NCT of Delhi
and Haryana on June 12, 2024. The initial public offer was for 79,580,899 equity shares of
face value of Rs. 1 each of the Company for cash at a price of Rs. 93.00 per equity share
(the "Offer Price") aggregating to Rs. 7,401.02 million (the "Offer")
comprising a fresh issue of 12,903,225 equity shares aggregating to Rs. 1,200.00 million
(the "Fresh Issue") and an offer for sale of up to 66,677,674 equity
shares aggregating to Rs. 6,201.02 million (the "Offer For Sale"). The
equity shares of the Company were listed on BSE Limited and National Stock Exchange of
India Limited on June 18, 2024 and consequently the Company become a listed public company
effective June 18, 2024.
8. Public Deposits
During the financial year under review, your Company has not accepted or renewed any
deposit falling within the purview of the provisions of Sections 73 and 74 of the
Companies Act, 2013 (the "Act") read with the Companies (Acceptance of
Deposits) Rules, 2014. Accordingly, the requirement for furnishing details of deposits
that are not in compliance with Chapter V of the Act is not applicable.
9. Amendment / Alteration of the Memorandum of Association and Articles of Association
of the Company
During the year under review, the Memorandum of Association of the Company was amended
twice. The first amendment was approved at the Seventeenth Annual General Meeting held on
September 29, 2023, wherein sub-clause 49 was added after subclause 48 in Clause III, Part
(b) regarding matters necessary for the furtherance of the objects specified in Clause III
(a). This addition specifically empowered the Company to borrow funds as part of its
objects.
Subsequently, following the approval of the Scheme of Amalgamation of our erstwhile
subsidiary, Confirm Ticket Online Solutions Private Limited ("ConfirmTkt"),
with the Company by the Hon'ble National Company Law Tribunal, Chandigarh Bench on January
04, 2024, the authorised share capital of ConfirmTkt was consolidated with that of the
Company. Consequently, Clause V of the Memorandum of Association was amended to reflect a
reclassification and increase in the authorised share capital of the Company from
H500,000,000, divided into 500,000,000 Equity Shares of H1 each, to H501,700,000, divided
into 501,600,000 Equity Shares of H1 each and 10,000 Preference Shares of H10 each.
10. Disclosures under Section 134(3)(l) of the Companies Act, 2013
Except as disclosed elsewhere in this report, no material changes and commitments that
could affect the Company's financial position have occurred between the end of the
financial year of the Company and the date of this report.
11. Disclosure of internal financial controls
The internal financial controls with reference to financial statements as designed and
implemented by the Company are adequate. As per the report issued by the statutory
auditors with respect to the standalone financial statements on Internal Financial
Controls of the Company under Clause (i) of Sub-Section 3 of Section 143 of the Companies
Act, 2013, the Company has, in all material respects, adequate internal financial controls
with reference to standalone financial statements and such internal financial controls
with reference to Standalone financial statements were operating effectively as at March
31, 2024, based on the internal control over financial reporting criteria established by
the Company considering the essential components of internal control stated in the
Guidance Note issued by the ICAI.
With respect to the consolidated financial statements, the report issued by the
statutory auditors provides that, the Group, and its associates, which are companies
incorporated in India, have, maintained in all material respects, adequate internal
financial controls with reference to consolidated financial statements and such internal
financial controls with reference to consolidated financial statements were operating
effectively as at March 31, 2024, based on the internal control over financial reporting
criteria established by the Holding Company considering the essential components of
internal control stated in the Guidance Note issued by the ICAI.
12. Particulars of contracts or arrangements made with related parties
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC - 2, have been furnished in
Annexure - 2 which forms part of this report.
13. Particulars of loans, guarantees, and investments
During the financial year under review, the Company made investments in securities.
Particulars of loans, guarantees, and investments covered under Section 186 of the
Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014
as of March 31, 2024, are set out in the financial statements and are included herein by
reference and forms part of this report.
14. Disclosure under Section 43(a)(ii) of the Companies Act, 2013
During the financial year under review, the Company has not issued any shares with
differential voting rights, and hence no information as per provisions of Section
43(a)(ii) of the Companies Act, 2013 read with applicable rules is required to be
furnished.
15. Disclosure under Section 54(1)(d) of the Companies Act, 2013
During the financial year under review, the Company has not issued any sweat equity
shares, and hence no information as per the provisions of Section 54(1)(d) of the
Companies Act, 2013 read with applicable rules is required to be furnished.
16. Disclosure relating to Employee Stock Option Scheme
The Board at its meeting held on December 22, 2023, and the shareholders at the
extraordinary general meeting of the Company held on January 24, 2024 approved Le
Travenues Technology - Employee Stock Option Scheme 2024 ("ESOS 2024").
The Prevailing ESOS are in compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021. There are no material
changes in the Prevailing ESOS during the year under review.
The details relating to Prevailing ESOS in compliance with the provisions of Section
62(1 )(b) of the Companies Act, 2013 read with Clause (9) of Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 and Regulation 14 read with Part F of Schedule
I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available
on the website of the Company at https://www.ixigo.com/about/investor-relations/.
17. Management Discussion And Analysis
Pursuant to Regulation 34(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Management Discussion and Analysis Report for the financial
year under review is included herein by reference and is part of the Annual Report.
18. Corporate Governance Report
The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule
V of SEBI Listing Regulations is included herein by reference and is part of the Annual
Report. The requisite certificate from DPV & Associates LLP, Company Secretaries and
Secretarial Auditors of the Company, on compliance with the requirements of Corporate
Governance is included herein by reference and is part of the Annual Report.
19. Disclosure under Section 197(12) of the Companies Act, 2013
During the year under review your Company was an unlisted public company, hence the
disclosure requirements under Section 197(12) of the Companies Act, 2013 are not
applicable.
II. Operational performance
We are a technology company focused on empowering Indian travelers to plan, book, and
manage their trips across rail, air, buses, and hotels. We assist travelers in making
smarter travel decisions by leveraging artificial intelligence, machine learning, and data
science-led innovations on our OTA platforms, comprising our websites and mobile
applications. Our vision is to become the most customer-centric travel company, by
offering the best customer experience to our users. Our focus on travel utility and
customer experience for travelers in the 'next billion users' segment is driven by
technology, cost-efficiency, and our culture of innovation. Our OTA platforms allow
travelers to book train tickets, flight tickets, bus tickets, hotels, and cabs, while
providing travel utility tools and services developed using in-house proprietary
algorithms and crowd-sourced information, including train PNR status and confirmation
predictions, train seat availability alerts, train running status updates and delay
predictions, flight status updates, bus running status, pricing and availability alerts,
deal discovery, destination content, personalised recommendations, instant fare alerts for
flights and automated customer support services.
We endeavour that our OTA platforms are able to build significant user adoption and
engagement by offering convenience, utility, and value-added customer-centric solutions
for travel-related issues.
During the financial year ended March 31, 2024, ixigo has significantly reinforced its
market position, serving over 480 million annual active users across its diverse
portfolio, including ixigo, ConfirmTkt, and AbhiBus. With a strategic focus on capturing
the next billion users, particularly in Tier 2 and Tier 3 cities, ixigo has emerged as a
comprehensive travel solution provider, demonstrating high customer engagement and robust
loyalty. The Company's dedication to innovation, a customer-centric approach, and
strategic acquisitions have positioned it well for sustained growth in India's burgeoning
online travel market.
Key operational highlights include a substantial Gross Transaction Value (GTV) of
Rs.102,825.49 billion for the year, underpinned by diversified revenue streams across
train, flight, bus, and hotel bookings, alongside ancillary services. The train segment,
bolstered by the ConfirmTkt acquisition, generated a GTV of ^55,685.30 million and a
revenue of Rs.3,703.70 million. The flight segment, showing remarkable growth with a 77%
year-over-year increase, achieved a GTV of ^35,269.99 million and revenue of Rs.1,463.96
million. The bus segment, enhanced by the integration of AbhiBus, recorded a GTV of
Rs.11,748.11 million and revenue of Rs.1,317.79 million. Hotel bookings and ancillary
services, though nascent, are expanding rapidly, contributing to overall revenue growth
through innovative technology and AI-driven services.
ixigo's commitment to leveraging artificial intelligence and machine learning
underscores its operational efficiency, offering a seamless, integrated travel booking
experience across its platforms. The Company's strategic focus on technology and
user-centric services positions it as a leading player in the online travel market, poised
for continued success and growth.
For a further detailed analysis of the operational performance of your Company, please
refer to the standalone and consolidated financial statements of the Company forming part
of the Annual Report.
III. Disclosure related to Directors and Key Managerial Personnel
1. Directors
As on March 31, 2024, the Board comprised of 9 (Nine) Directors including 1 (One) Woman
Director.
During the year under review, the following changes took place on the Board:
On July 13, 2023, subject to the approval of the shareholders at the upcoming annual
general meeting of the Company, the Board approved the re-designation of Mr. Frederic
Lalonde (DIN: 00739136) as Non-Executive Director of the Company.
At the seventeenth annual general meeting of the Company held on September 29, 2023,
the members approved the re-designation of Mr. Frederic Lalonde (DIN: 00739136) as
Non-Executive Director of the Company effective July 13, 2023 and re-appointed Mr. Ravi
Chandra Adusumalli (DIN: 00253613) as Director on the Board, who was liable to retire by
rotation and offered himself for re-appointment.
On December 11, 2023, Mr. Ravi Chandra Adusumalli (DIN: 00253613) submitted his
resignation from the office of Nominee Director nominated by SAIF Partners India IV
Limited. The Board at its meeting held on December 22, 2023 appreciated the contributions
made by him during his tenure as the Director of the Company and had taken on record his
resignation.
On January 29, 2024, the Board approved the change in the title of Mr. Rajnish Kumar
(DIN: 02834454) as Director & Group Co-CEO of the Company.
Subsequent to the close of the financial year, the Nomination and Remuneration
Committee, based on the performance evaluation of each non-executive independent director
and recognising the substantial contributions made by them during their tenure, determined
that their continued association would be beneficial to the Company. Consequently, the
Committee recommended their reappointment to the Board.
At its meeting held on July 04, 2024, the Board approved the reappointment of Mr. Arun
Seth (DIN: 00204434) as a non-executive independent director of the Company for a second
term of three years or until he attains the age of 75 years, whichever is earlier, subject
to shareholder approval at the upcoming annual general meeting. Mr. Seth was initially
appointed as a non-executive independent director on July 29, 2021, for a term of three
years.
The Board also approved the reappointment of Mr. Mahendra Pratap Mall (DIN: 02316235)
as a non-executive independent director of the Company for a second term of three years or
until he attains the age of 75 years, whichever is earlier, subject to shareholder
approval at the upcoming annual general meeting. Mr. Mall was initially appointed as a
non-executive independent director on July 29, 2021, for a term of three years.
Similarly, the Board approved the reappointment of Mr. Rahul Pandit (DIN: 00003036) as
a non-executive independent director of the Company for a second term of three years or
until he attains the age of 75 years, whichever is earlier, subject to shareholder
approval at the upcoming annual general meeting. Mr. Pandit was initially appointed as a
non-executive independent director on July 29, 2021, for a term of three years.
The Board further approved the reappointment of Mr. Rajesh Sawhney (DIN: 01519511) as a
non-executive independent director of the Company for a second term of three years or
until he attains the age of 75 years, whichever is earlier, subject to shareholder
approval at the upcoming annual general meeting. Mr. Sawhney was initially appointed as a
non-executive independent director on July 29, 2021, for a term of three years.
Additionally, the Board approved the reappointment of Ms. Shuba Rao Mayya (DIN:
08193276) as a non-executive independent director of the Company for a second term of
three years or until she attains the age of 75 years, whichever is earlier, subject to
shareholder approval at the upcoming annual general meeting. Ms. Mayya was initially
appointed as a non-executive independent director on July 29, 2021, for a term of three
years.
Mr. Shailesh Lakhani, non-executive director of the Company, is liable to retire by
rotation at the upcoming annual general meeting, has offered himself for reappointment.
The Board, having reviewed his performance and contributions to the Company, recommends
that the shareholders approve his reappointment.
None of the directors of the Company are disqualified as per the provisions of Section
164(2) of the Companies Act, 2013.
2. Declaration by Independent Directors
Your Board has received declarations from all Independent Directors confirming that
they meet the criteria of independence as laid down under Section 149 of the Companies
Act, 2013. During the year under review, there has been no change in the circumstances
affecting their status as Independent Directors of your Company.
3. Annual evaluation of the performance of the Board, its Committees, and individual
directors
As required under Section 178(2) of the Companies Act, 2013 and under Schedule IV to
the Companies Act, 2013 on Code of Conduct for Independent Directors, a comprehensive
exercise for evaluation of the performances of (a) the Board as a whole, (b) Chairman of
the Board, (c) Individual Directors, both Independent and NonIndependent, and (d) for each
of the Board Committees separately has been carried by your Company as per the evaluation
criteria formulated by the Nomination and Remuneration Committee and approved by the Board
and based on guidelines given in Schedule IV to the Companies Act, 2013. The exercise was
carried out through questionnaires which were sent directly to the Board members on a
confidential basis.
In view of the size and nature of business of the Company, the evaluation methodology
adopted is, in the opinion of the Board, sufficient, appropriate and is found to be in
compliance with the applicable laws.
4. Key Managerial Personnel
During the year under review, the following changes took place in the office of key
managerial persons of the Company as defined under the Companies Act, 2013.
a) Mr. Rahul Gautam resigned from the office of Group Chief Financial Officer effective
December 22, 2023; and
b) Mr. Saurabh Devendra Singh was appointed as Group Chief Financial Officer effective
December 23, 2023.
Based on the recommendation of the Nomination and Remuneration Committee, the Board at
its meeting held on January 29, 2024, identified Mr. Kotha Dinesh Kumar, Chief Executive
Officer, ixigo trains and ConfirmTkt and Mr. Sripad Vaidya, Chief Operating Officer, ixigo
trains and ConfirmTkt, as Key Management Personnel in addition to the Key Management
Personnel as per the Companies Act, 2013 for compliance with the requirements of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended.
Subsequent to the close of the financial year, the Board at its meeting held on June
13, 2024, further identified Mr. Kotha Dinesh Kumar, Chief Executive Officer, ixigo trains
and ConfirmTkt and Mr. Sripad Vaidya, Chief Operating Officer, ixigo trains and
ConfirmTkt, as Key Managerial Personnel under sub clause (v) of Sub Section (51) of
Section 2 of the Companies Act, 2013 in addition to the other Key Managerial Personnels
for the purpose of compliance and disclosures under various regulations prescribed by the
Securities and Exchange Board of India, as amended.
IV. Disclosures related to Board, Committees, and Policies
1. Board Meetings
During the financial year under review, the Board met six times in accordance with the
provisions of the Companies Act, 2013 and the rules made thereunder on the following dates
with the necessary quorum being present at all the meetings.
1. April 24, 2023
2. July 13, 2023
3. October 27, 2023
4. December 22, 2023
5. January 29, 2024
6. February 12, 2024
Following are the number of Board meetings attended by each director:
S. No. |
Name of the Director |
Number of meetings attended |
1. |
Mr. Aloke Bajpai |
6 |
2. |
Mr. Rajnish Kumar |
6 |
3. |
Mr. Ravi Chandra Adusumalli* |
1 |
4. |
Mr. Shailesh Lakhani |
6 |
5. |
Mr. Frederic Lalonde |
4 |
6. |
Mr. Arun Seth |
6 |
7. |
Mr. Mahendra Pratap Mall |
6 |
8. |
Ms. Shuba Rao Mayya |
6 |
9. |
Mr. Rahul Pandit |
6 |
10. |
Mr. Rajesh Sawhney |
5 |
*Resigned effective December 11,2023
2. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the
Board, based on representations received from the management and the processes involving
the Company's statutory and internal audit functions, and to the best of its knowledge,
ability and due inquiry, confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;
ii. applicable accounting policies have been selected and applied consistently in order
to form views/make judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of the affairs of the Company at the end of the financial
year and of the profit and loss of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 is taken for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. annual accounts have been prepared on a going concern basis;
v. internal financial controls to be followed by the Company have been laid down and
such internal financial controls are adequate and were operating effectively; and
vi. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
3. Committees of the Board
During the year under review, the Board has the following committees of its directors:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders' Relationship Committee;
d) Risk Management Committee;
e) Corporate Social Responsibility Committee;
f) IPO Committee; and
g) Banking & Finance Committee.
The above committees were re-constituted / constituted during the year with the
approval of the Board. The details of the reconstitution, constitution, composition, terms
of reference, number of committee meetings held during the year under review and
attendance of the committee members at each meeting are set out in the Corporate
Governance Report which in included herein by reference and forms part of the Annual
Report.
4. Succession Planning
The Nomination and Remuneration Committee works with the Board on the leadership
succession plan to ensure orderly succession in appointments to the Board and in the
senior management. The
Company strives to maintain an appropriate balance of skills and experience, within the
organisation and the Board, in an endeavor to introduce new perspectives, whilst
maintaining experience and continuity.
5. Policies
(A) Vigil Mechanism Policy for the Directors and Employees
For the year under review, your Company was not covered within the threshold limits set
out under Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with
Section 177(9) of the Companies Act, 2013.
However, voluntarily the Company has a vigil mechanism in place for reporting genuine
concerns or grievances by employees/directors. The vigil mechanism provides adequate
safeguards against victimization to any employees and/or directors who use the mechanism
to report their concerns or grievances and also provides for direct access to the
Chairperson of the Audit Committee, in exceptional cases.
During the year under review, the Company has not received any complaints under the
Vigil Mechanism.
(B) Policy on Directors' Appointment and Remuneration
Your Company had adopted 'Le Travenues Technology Limited - Nomination and Remuneration
Policy' in compliance with Section 178 of the Companies Act, 2013 and other applicable
laws, for the identification, selection, and appointment of Directors, Key Managerial
Personnel (KMPs), and Senior Management of your Company. The Policy lays down the process
and parameters for the appointment and remuneration of the KMPs and other senior
management personnel and the criteria for determining qualifications, the highest level of
personal and professional ethics, positive attributes, financial literacy, and
independence of a Director. The Policy is available on the Investor Relations section of
ixigo's website at https:// www.ixigo.com/about/investor-relations/
(C) Corporate Social Responsibility Policy
The Corporate Social Responsibility Policy approved by the Board is available on the
Investor Relations section of ixigo's website at
https://www.ixigo.com/about/investor-relations/ As per the audited financial statements,
the Company doesn't have average net profits during the three immediately preceding
financial years, requiring the Company to spend at least two percent thereof in compliance
with the provisions of sub section (5) of Section 135 of the Companies Act, 2013. Based on
the availability of profits, the Corporate Social Responsibility Committee will consider
taking certain corporate social responsibility initiatives in compliance with the
Company's CSR Policy and applicable laws.
(D) Risk Management Policy
Your Company has put in place a Risk Management Policy based on the guiding principles
of identifying, assessing, and mitigating risks. It is an integral part of decision-making
for your Company and is dynamic, undergoing continuous improvement. The Risk Management
process involves setting objectives, identifying key risks (including identification of
elements of risk, if any, which in the opinion of the Board may threaten the existence of
the Company) on an ongoing basis, developing a mitigation action plan, and monitoring.
V. Auditors and Reports
1. Statutory Auditors
S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No.
101049W/E300004) was appointed as statutory auditors of your Company at the Fourteenth
Annual General Meeting held on Thursday, December 31, 2020, for a term of five consecutive
years from the conclusion of the Fourteenth Annual General Meeting till the conclusion of
the Nineteenth Annual General Meeting of your Company, in accordance with the provisions
of Section 139 of the Act.
2. Statutory Auditors' Report
The audit report issued by the statutory auditors on the standalone and consolidated
financial statements of the Company for the financial year ended March 31,2024, is
self-explanatory and doesn't require any explanation or comment from the Board under
Section 134(3)(f) of the Companies Act, 2013 except on the following:
(i) Extract from the auditor's report on the standalone financial statements:
Relevant Extract - Auditors' Report |
Management Response |
Annexure 1, Para (vii), Clause (a) Undisputed statutory dues including goods and
services tax, provident fund, employees' state insurance, income-tax, sales-tax, service
tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have
generally been regularly deposited with the appropriate authorities though there has been
a slight delay in a few cases for Provident fund and TDS. According to the information and
explanations given to us and based on audit procedures performed by us, no undisputed
amounts payable in respect of these statutory dues were outstanding, at the year end, for
a period of more than six months from the date they became payable. |
The slight delay in a few cases for Provident fund and TDS were attributable to
technical difficulties, such as KYC was not linked with UAN. The identified issues were
addressed and rectified as a priority with due payment of all statutory dues along with
applicable interest thereon. The Company has further strengthened the processes to
overcome similar difficulties and ensure timely payments of all statutory dues. |
(ii) Extract from the auditor's report on the consolidated financial statements:
Relevant Extract - Auditors' Report
Qualifications or adverse remarks by the respective auditors in the Companies (Auditors
Report) Order (CARO) reports of the companies included in the consolidated financial
statements are:
S. No. |
Name |
CIN |
Holding company / subsidiary |
Clause number of the CARO report which is qualified |
1 |
Le Travenues Technology Limited |
U63000HR2006PLC071540 |
Holding Company |
(vii)(a) |
2 |
Freshbus Private Limited |
U63030KA2019PTC125473 |
Associate |
(vii)(a) |
Management Response
The slight delay in a few cases for Provident fund and TDS were attributable to
technical difficulties, such as KYC was not linked with UAN. The identified issues were
addressed and rectified as a priority with due payment of all statutory dues along with
applicable interest thereon. The Company and its associate have further strengthened the
processes to overcome similar difficulties and ensure timely payments of all statutory
dues.
3. Secretarial Auditors
DPV & Associates LLP, Company Secretaries (ICSI Firm Registration No.
L2021DE009500) ("Secretarial Auditors"), carried out the secretarial
audit of the Company for the financial year under review in compliance with the provisions
of the Companies Act, 2013 read with the rules made thereunder, Foreign Exchange
Management Act, 1999, as amended and other laws specifically applicable to your Company.
The Secretarial Audit Report in Form MR - 3 for the financial year ended March 31,2024, is
attached to this report as Annexure - 3.
The audit report issued by the Secretarial Auditors for the financial year ended March
31, 2024, is self-explanatory and doesn't require any explanation or comment from the
Board under Section 134(3) (f) of the Companies Act, 2013.
VI. Other Disclosures
1. Annual Return
In compliance with the provisions of Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013 read with the rules made thereunder, a copy of the Company's Annual
Return as of March 31, 2024, is available on the Investor Relations Section of ixigo's
website at https://www.ixigo.com/about/investor-relations/.
2. Prevention and prohibition of sexual harassment of women at the workplace
At Le Travenues Technology Limited, we are committed to providing a healthy work
environment that is free of discrimination and unlawful harassment and that enables
employees to work without fear of prejudice, gender bias, and sexual harassment. In
keeping with this commitment, your Company expressly and strictly prohibits any form of
employee harassment based on race, colour, religion, sex, national origin, age,
disability, or status in any group protected by state or local law. The Company has always
endeavoured for providing a better and safe environment free of sexual harassment at all
its workplaces.
Your Company had complied with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act") and
Rules made thereunder, relating to the constitution of the Internal Complaints Committee
and had continued conducting workshops and awareness programs for sensitizing the
employees with the provisions of the Act during the year under review.
For the year ended March 31, 2024, no cases of sexual harassment were reported to the
Internal Complaints Committee constituted by the Company.
3. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings, and outgo, etc.
are set out in Annexure - 4 which forms part of this report.
4. Awards and accreditations
Following are some of the key awards, accreditations, and recognition received by your
Company and its founders during the year under review.
Awarded the 'e-commerce platform of the year' for travel and hospitality at the
ETRetail eDNA Awards 2023;
Awarded the 'Resurgent Brand' at Exchange4media's Pitch Top 50 Brands Awards
2023;
ET Martequity Gold Award 2023 - Best use of Marketing Automation in the Travel
& Tourism category;
ixigo won the TiE-Havas 'Meaningful Brand Award' 2024;
Rajnish Kumar, our Director and Group Co-CEO was honored with the esteemed IIT
Kanpur Distinguished Alumnus Award (DAA) in FY 24;
Dinesh Kumar Kotha, who was formerly the co-founder of ConfirmTkt and presently
our CEO, ixigo trains and ConfirmTkt, was awarded 'BW Disrupt 40 under 40' award; and
ixigo launched a co-branded travel credit card in collaboration with AU Small
Finance Bank in November 2023.
5. Non-applicability of maintenance of cost records
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Companies Act, 2013 read with the rules made thereunder with respect to the
business carried on by the Company.
6. Reporting of Fraud
The Auditors of your Company have not reported any instances of fraud committed in your
Company by its officers or employees as specified under Sub-Section (12) of Section 143 of
the Companies Act, 2013.
7. Significant and material orders passed by the regulators, courts, or tribunals
There are no significant or material orders passed by the regulators, courts, or
tribunals which would impact the going concern status of the Company and its operations in
the future.
8. Compliance with Secretarial Standards on Board and General Meetings
During the year under review, your Company has complied with all the applicable
provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the
Institute of Company Secretaries of India.
9. Change in the nature of business carried on by the Company
During the year under review, there has been no change in the nature of the business
carried on by the Company.
10. Insolvency and Bankruptcy Code, 2016
During the year under review, no application has been made and no proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
11. One-time settlement with any bank or financial institution
During the year under review, there was no instance of any one-time settlement with any
bank or financial institution.
VII. Acknowledgement and Appreciation
Your directors take this opportunity to thank the customers, employees, investors,
vendors, banks, business associates, and regulatory authorities including the various
offices of the Central and State Governments, Reserve Bank of India, and the Registrar of
Companies for the support, valuable assistance and co-operation continuously extended to
the Company. Your Directors gratefully acknowledge the trust and confidence and look
forward to their continued support in the future.
|
For and on behalf of the Board of Directors of |
|
Le Travenues Technology Limited |
|
Sd/- |
|
Aloke Bajpai |
Date: July 04, 2024 |
(Chairman, Managing Director & Group CEO) |
Place: Gurugram |
DIN:00119037 |