(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 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 temporarily parked/ invested in deposits.

46 The Board of Directors of BCV Social LLC (“Transferor Company”) and RateGain Adara Inc.
(“Transferee Company”), both wholly owned step-down foreign subsidiaries of RateGain Travel Technologies
Limited, approved a merger effective from 1 April 2025. The merger is subject to regulatory approvals in
the country of incorporation and is intended to consolidate complementary business operations, resulting
in operational synergies, economies of scale, and reduced administrative and compliance costs

As the merger was subject to regulatory approvals as at 31 March 2025, it is classified as a non-adjusting
event under Ind AS 10. Accordingly, no adjustments have been made to the financial statements for the
year ended 31 March 2025.

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 and on behalf of the Board of Directors of
RateGain Travel Technologies Limited

Bhanu Chopra Megha Chopra

Managing Director Director

Din: 01037173 Din: 02078421

Rohan Mittal Mukesh Kumar

Chief Financial Officer Company Secretary

Date: 26 May 2025
Place: Noida