Core Viewpoint - Europe is falling behind the United States in efforts to reduce reliance on China for rare earth elements [1] Group 1 - Recent contracts indicate a growing recognition of the need to secure rare earth supplies outside of China [1]

Financial Data and Key Metrics Changes - For Q2 FY 2026, revenue grew 48.5% year over year to INR 3,508 million (approximately $39.5 million) [3][9] - Adjusted EBITDA surged 218% year over year to INR 212 million (or $2.4 million) [4][9] - Profit for the period increased significantly to INR 98.8 million (or $1.1 million), compared to a loss of INR 0.3 million (or $0.1 million) in the prior year [4][10] Business Line Data and Key Metrics Changes - Corporate travel segment onboarded 34 new clients, adding an annual billing potential of INR 2.6 billion (or $29.5 million) [5] - Air ticketing adjusted margin increased 14.7% year on year to INR 1,016 million (or $11.4 million) [9] - Hotels and packages adjusted margin rose 28.6% year on year to INR 514.5 million (or $5.8 million) [9][11] Market Data and Key Metrics Changes - The corporate travel market in India is expected to reach around $20 billion by FY 2027, with online penetration at just about 20% in FY 2024 [4][5] - Total gross bookings across all segments increased 16.2% year on year to INR 2,050.48 million (or $231.0 million) [11] Company Strategy and Development Direction - The company aims to capture growth opportunities through expanded corporate client base and enhanced technology offerings [8] - Focus on digital adoption in both leisure and corporate travel segments, with a commitment to disciplined cost management and profitable scaling [8] - Ongoing restructuring efforts to streamline corporate structure across multiple jurisdictions [7][25] Management's Comments on Operating Environment and Future Outlook - Management noted strong demand and consistent execution across corporate and consumer platforms, with a positive outlook for travel consumption due to tax reductions in India [6][8] - The corporate travel market is growing at approximately 8-9%, with the company growing at nearly double that rate due to technology adoption [15] - Management expressed confidence in moving forward with restructuring despite regulatory complexities [25] Other Important Information - The company has introduced a generative AI-powered travel assistant to enhance user experience [6] - Cash and cash equivalents stood at INR 2,207.8 million (or $24.9 million) as of September 30, 2025 [11] Q&A Session Summary Question: Corporate travel trends in India market - Management indicated that the corporate travel market is growing at about 8-9%, with the company growing at nearly double that rate due to technology adoption [15] Question: M&A potential to accelerate MICE business - Management continues to evaluate M&A opportunities but did not provide specific details at this time [16] Question: Status of restructuring efforts - Management stated that there are still steps to complete on their end, with an uncertain timeline due to multiple regulators involved [17][25] Question: Profitability of consumer business compared to corporate travel - The consumer business accounts for about a third of overall gross bookings and is expected to see gradual profitability improvement [24] Question: Timeline for restructuring completion - Management estimated that restructuring should take less than a year, but it is subject to regulatory approvals [26] Question: Plans to address valuation gap with peers - Management is working on introducing fungibility to shares to align US and Indian valuations [31][33]

Financial Performance (Q2 FY26) - Revenue from Operations increased by 48% year-over-year to INR 3,509 million[35] - Gross Margins (Revenue less Service Cost) grew by 34% year-over-year to INR 1,257 million[35] - Adjusted EBITDA surged 216% year-over-year to INR 212 million[35] Financial Performance (H1 FY26) - Revenue from Operations increased by 64% year-over-year to INR 5,607 million[21] - Gross Margins (Revenue less Service Cost) grew by 37% year-over-year to INR 2,413 million[21] - Adjusted EBITDA surged 214% year-over-year to INR 418 million[21] Corporate Client Acquisition - Yatra closed 34 new corporate accounts during the quarter with potential annual billing of INR 2,615 million[35] Corporate Business - Yatra caters to over 1,300 large & medium corporates and approximately 58,000 SME clients, with an addressable employee base of more than 9 Million[12] Consumer Business - Yatra has approximately 156 million registered customers[14] - Total consumer visits are approximately 106 million, a 24% year-over-year increase[14] Scheme of Amalgamation - The Mumbai Bench of the Hon'ble National Company Law Tribunal ('NCLT"), through its final order dated October 14, 2025 has approved and sanctioned the Scheme with the appointed date of the amalgamation being April 01, 2024[52]

Core Insights - Yatra Online, Inc. reported strong financial performance for the three months ended September 30, 2025, with revenue reaching INR 3,508.7 million (USD 39.5 million), a 48.5% increase year-over-year, driven by growth in corporate travel and hotel packages [3][14][31] - The company achieved an adjusted EBITDA of INR 212.0 million (USD 2.4 million), reflecting a significant increase of 217.7% year-over-year, indicating effective cost management and scaling [7][32] - The corporate travel segment remains a key growth driver, onboarding 34 new clients and expanding annual billing potential by INR 2,615.0 million (USD 29.5 million) [4][14] Financial Performance - Revenue for the quarter was INR 3,508.7 million (USD 39.5 million), up from INR 2,363.3 million (USD 26.6 million) in the same period last year, marking a 48.5% increase [3][14] - Adjusted margin from air ticketing increased by 14.7% to INR 1,016.0 million (USD 11.4 million), while adjusted margin from hotels and packages rose by 28.6% to INR 514.5 million (USD 5.8 million) [6][19] - Total gross bookings reached INR 20,504.8 million (USD 231.0 million), a 16.2% increase year-over-year [6][14] Operational Highlights - The company reported a profit for the period of INR 98.8 million (USD 1.1 million), compared to a loss of INR 0.3 million (USD 0.1 million) in the previous year [6][31] - Results from operations showed a profit of INR 104.7 million (USD 1.2 million), a significant turnaround from a loss of INR 37.7 million (USD 0.4 million) in the same quarter last year [6][28] - The integration of Globe Travels has provided supplier synergies and enhanced client offerings, contributing to the overall growth [5][14] Segment Performance - Revenue from the air ticketing segment was INR 584.7 million (USD 6.6 million), reflecting a 36.1% increase year-over-year [17] - The hotels and packages segment saw revenue increase by 58.9% to INR 2,706.9 million (USD 30.5 million) [18][19] - Revenue from other services decreased slightly to INR 91.3 million (USD 1.0 million) from INR 93.9 million (USD 1.1 million) in the previous year [20] Cost and Expenses - Service costs increased to INR 2,251.4 million (USD 25.4 million) from INR 1,427.7 million (USD 16.1 million) due to higher gross bookings in the hotels and packages segment [15][16] - Personnel expenses rose by 14.5% to INR 419.5 million (USD 4.4 million), driven by the full quarter impact of the acquired Globe Travels [24] - Marketing and sales promotion expenses decreased by 17.7% to INR 66.5 million (USD 0.7 million) [25] Earnings Per Share - Basic earnings per share were INR 0.77 (USD 0.01), compared to a loss per share of INR 0.25 (USD 0.01) in the previous year [33][34] - Adjusted basic earnings per share would have been INR 0.87 (USD 0.01) for the current quarter, compared to INR 0.10 (USD 0.01) in the same quarter last year [33][34] Liquidity - As of September 30, 2025, the company reported cash and cash equivalents of INR 2,207.8 million (USD 24.9 million) [35]

Core Points - Yatra Online, Inc. will report its second quarter financial results for the period ended September 30, 2025, on November 11, 2025 [1][5] - A conference call to discuss the results will be hosted by the senior management team on November 12, 2025, at 8:00 AM Eastern Standard Time [2][5] - Yatra Online Limited, the Indian subsidiary, will also release its results on November 11, 2025, followed by a conference call on November 12, 2025, at 11:00 AM India Standard Time [2][3] Company Overview - Yatra Online, Inc. is the parent company of Yatra Online Limited, a leading corporate travel services provider in India with over 1,300 large corporate customers [3] - The company offers a wide range of travel services, including domestic and international air travel, hotel bookings, holiday packages, and more, with approximately 80,000 hotels and homestays contracted across 1,500 cities in India [3]

Financial Data and Key Metrics Changes - For Q1 FY 2026, the company reported revenue of INR 2,098 million (approximately USD 24.5 million), representing a 99.7% year-over-year increase [3][12] - Gross margin for the quarter was INR 1,150 million (approximately USD 13.5 million), up 36.6% year-over-year [3][4] - Profit for the quarter stood at INR 110 million (approximately USD 1.3 million), compared to a loss of INR 800,000 (approximately USD 100,000) in the previous year [4][12] - Adjusted EBITDA surged to INR 206 million (approximately USD 2.4 million), up 214% year-over-year, significantly exceeding the annual guidance of 30% growth [4][12] Business Line Data and Key Metrics Changes - The corporate travel segment onboarded 34 new corporate clients, adding an annual billing potential of approximately INR 2,000 million [6] - Air ticketing passenger volumes declined by 9% year-over-year, while gross air bookings grew by 4% year-over-year to INR 14,103 million (approximately USD 4.4 million) [12] - In the Hotels and Packages segment, hotel room nights grew by 1% year-over-year, with gross bookings increasing by 43% year-over-year to INR 3,433 million [12] Market Data and Key Metrics Changes - The corporate travel market in India is projected to reach around USD 20 billion by FY 2027, with online penetration remaining low at about 20% in FY 2024 [5] - The overall travel market in India has seen a double-digit growth, but Yatra's consumer business was impacted by macro events, leading to a marginal decline [29] Company Strategy and Development Direction - The company is focused on capturing growth opportunities driven by rising digital adoption across both leisure and corporate travel segments [11] - Yatra aims to enhance its technology offerings and expand its corporate client base while maintaining disciplined cost management and profitable scaling [11] - The company is evaluating opportunities for further acquisitions in the MICE space to accelerate growth [18] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the impact of macroeconomic events on consumer sentiment but noted a strong recovery in business travel [29] - The company remains committed to navigating regulatory complexities related to restructuring and share convertibility, which is a top priority for the board [20] Other Important Information - Cash and cash equivalents stood at INR 2,002 million (approximately USD 26 million) as of June 30, 2025, compared to INR 1,900 million (approximately USD 22 million) in March 2025 [14] - Gross debt has significantly reduced from INR 546 million (approximately USD 6 million) to INR 29 million (approximately USD 300,000) [14] Q&A Session Summary Question: What is the appetite for potentially doing another deal in the MICE space? - Management is evaluating opportunities and is focused on successfully integrating the Globe acquisition before pursuing new deals [17][18] Question: Can you provide more color on the restructuring hurdles? - The restructuring involves working with multiple regulators and law firms across different jurisdictions, making it a time-consuming process [20] Question: What were the quarterly operating expenses tied to the restructuring effort? - Current quarter expenses were not material compared to the previous quarter [21]

Financial Performance - Adjusted Margin for fiscal year 2025 is projected at INR 3,588,182 thousand, with a revenue percentage of 26.8% from Hotels and Packages [743]. - The Adjusted EBITDA Profit for fiscal year 2025 is projected at INR 343,391 thousand, recovering from a loss of INR 366,505 thousand in fiscal year 2024 [748]. - Adjusted Results from Operations for fiscal year 2024 were $70,451 thousand, a significant decrease from $232,720 thousand in 2023 [749]. - The company reported an Adjusted Loss for the Year of $(83,007) thousand for fiscal year 2024, compared to an Adjusted Loss of $(111,522) thousand in 2023 [749]. - Basic loss per share (as per IFRS) for fiscal year 2024 was $(5.60), an increase from $(4.59) in 2023 [749]. - Adjusted Basic loss Per Share improved to $(2.56) in fiscal year 2024 from $(1.81) in 2023 [749]. - The profit for the year (as per IFRS) for fiscal year 2025 is projected to be $23,501 thousand, a turnaround from losses in the previous two years [749]. Risk Management - The Company is exposed to credit risk primarily from trade receivables, deposits with banks, and foreign exchange transactions [724]. - Customer credit risk is managed through established policies and an extensive credit rating scorecard [725]. - The Company does not have any hedging agreements to cover foreign exchange rate fluctuations, exposing it to potential risks [728]. - The Company maintains sufficient cash and marketable securities to manage liquidity risk, ensuring operational needs are met for at least the next 12 months [727]. - The Company believes that cash generated from operations will satisfy its working capital needs and other liquidity requirements [727]. Corporate Governance - The Board of Directors consists of five members, with a majority qualifying as independent directors [808]. - The company has a diverse board with members having extensive experience in various sectors, which is expected to contribute to strategic decision-making [751]. - The audit committee includes members with financial literacy and at least one financial expert, Murlidhara Kadaba [818]. - The compensation committee is responsible for reviewing and recommending compensation policies for officers and employees [822]. - The company has adopted a Compensation Recovery Policy in accordance with SEC rules under the Securities Exchange Act of 1934 [845]. - The corporate governance guidelines and Code of Business Conduct and Ethics are available on the company's website [832][833]. Compensation and Benefits - The total compensation for non-executive directors for fiscal year 2025 was $168,576, reflecting the company's commitment to governance and oversight [766]. - The Chairman of the Board received an additional cash compensation of $12,500 per year, highlighting the company's structured compensation approach [765]. - Dhruv Shringi, the executive director, received a Gross Annual Remuneration of INR 35.13 million for the fiscal year ending March 31, 2025, with a performance bonus of up to 50% of this amount [768]. - Total compensation for Dhruv Shringi increased from INR 151.97 million in FY 2024 to INR 185.71 million in FY 2025, representing a growth of approximately 22% [770]. - Manish Amin, Chief Information and Technology Officer, saw his total compensation decrease from INR 47.93 million in FY 2024 to INR 30.59 million in FY 2025, a decline of about 36% [770]. - Rohan Mittal, Group CFO, who ceased to hold the position on April 10, 2025, had a total compensation increase from INR 30.03 million in FY 2024 to INR 41.33 million in FY 2025, an increase of approximately 38% [770]. - The company incurred employee share-based compensation costs of $229,260 thousand in fiscal year 2024, up from $152,054 thousand in 2023 [749]. - The maximum gratuity payable under the plan is INR 2 million per eligible employee [802]. - Gratuity payments to employees totaled INR 17.2 million in fiscal year 2025, compared to INR 10.5 million in 2024 and INR 11.3 million in 2023 [802]. Shareholder Information - As of March 31, 2025, the company has 62,055,750 Ordinary Shares issued and outstanding [836]. - MAK Capital One L.L.C. holds 12,170,301 shares, representing 19.61% of the outstanding shares [837]. - Marval Guru Fund owns 5,800,000 shares, accounting for 9.35% of the total [837]. - The total beneficial ownership of current directors and executive officers as a group is 16,441,247 shares, or 26.47% [837]. - Dhruv Shringi, the executive director, holds 2,686,856 shares, which is 4.33% of the outstanding shares [837]. - The total number of Ordinary Shares held by current Directors and Officers amounts to 16,391,247 [845]. - The company has a diverse ownership structure with multiple entities holding significant shares [841]. Strategic Initiatives - The company plans to continue its market expansion and product development strategies to enhance future performance [750]. - The restructuring committee was constituted in June 2024 to develop strategic recommendations for cost rationalization and growth [825].

[Independent Auditor's Report](index=1&type=section&id=Independent%20Auditor%27s%20Report) The independent auditor's report provides an unmodified opinion on the special purpose financial statements for March 31, 2024 [Opinion](index=2&type=section&id=Opinion) The auditor issued an unmodified opinion, stating the special purpose financial statements present a true and fair view for March 31, 2024 - The financial statements provide a true and fair view of the Company's affairs as of March 31, 2024, and its results of operations and cash flows for the year then ended, in accordance with IFRS[3](index=3&type=chunk) [Basis for Opinion](index=2&type=section&id=Basis%20for%20Opinion) The audit was conducted under Standards on Auditing (SAs) of the Companies Act, 2013, ensuring independence and ethical compliance - Audit conducted in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013[4](index=4&type=chunk) - Auditors maintained independence in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India[4](index=4&type=chunk) [Emphasis of matter - Basis of Preparation and Restriction on Use and Distribution](index=2&type=section&id=Emphasis%20of%20matter%20-%20Basis%20of%20Preparation%20and%20Restriction%20on%20Use%20and%20Distribution) These special purpose financial statements are for Yatra Online Limited's SEC filing post-acquisition, restricting their use to this specific purpose - The Company became a subsidiary of Yatra Online Limited on September 11, 2024, and these special purpose financial statements are prepared to assist Yatra in filing Form 6-K with the U.S. Securities and Exchange Commission (SEC)[5](index=5&type=chunk) - The report is intended solely for the Company and Yatra for SEC filing purposes and should not be distributed to or used by any other person or for any other purpose[5](index=5&type=chunk) [Other Matter](index=2&type=section&id=Other%20Matter) Financial information for 2024, 2023, and April 1, 2022, is based on previously audited Ind AS statements, adjusted for IFRS transition regrouping - Financial information for March 31, 2024, March 31, 2023, and April 1, 2022, is based on previously issued statutory financial statements prepared in accordance with Indian Accounting Standards (Ind AS)[6](index=6&type=chunk) - These financial statements have been adjusted for regrouping of certain line items on transition to IFRS, as described in Notes 41, 41A, 42, and 42A[6](index=6&type=chunk) [Responsibilities of Management and Those Charged with Governance for the Special Purpose Financial Information](index=3&type=section&id=Responsibilities%20of%20Management%20and%20Those%20Charged%20with%20Governance%20for%20the%20Special%20Purpose%20Financial%20Information) The Board of Directors is responsible for preparing IFRS-compliant special purpose financial statements, ensuring a true and fair view and internal controls - The Board of Directors is responsible for the preparation and presentation of special purpose financial statements in accordance with IFRS[7](index=7&type=chunk) - Responsibilities include designing, implementing, and maintaining internal controls relevant to financial statement preparation, assessing going concern ability, and overseeing the financial reporting process[7](index=7&type=chunk)[8](index=8&type=chunk)[9](index=9&type=chunk) [Auditors' Responsibilities for the Audit of the Special Purpose Financial Statements](index=3&type=section&id=Auditors%27%20Responsibilities%20for%20the%20Audit%20of%20the%20Special%20Purpose%20Financial%20Statements) Auditors aim for reasonable assurance that financial statements are free from material misstatement, exercising professional judgment and skepticism - Auditors aim to obtain reasonable assurance that financial statements are free from material misstatement and to issue an auditor's report[10](index=10&type=chunk) - Key responsibilities include identifying and assessing risks of material misstatement, designing and performing audit procedures, obtaining sufficient audit evidence, and evaluating the appropriateness of accounting policies and estimates[13](index=13&type=chunk) - Auditors also assess the appropriateness of management's use of the going concern basis of accounting and communicate significant audit findings to those charged with governance[11](index=11&type=chunk)[13](index=13&type=chunk) [Financial Statements](index=3&type=section&id=Financial%20Statements) This section presents the company's special purpose financial statements, including the Statement of Financial Position, Profit or Loss, Cash Flows, and Changes in Equity [Special Purpose Statement of Financial Position](index=4&type=section&id=Special%20Purpose%20Statement%20of%20Financial%20Position) Total assets increased by approximately **29.2%** to **INR 12,81,199 thousand**, driven by current assets, with total equity up **77%** Key Financial Position Data (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :----------------------- | :------------------- | :------------------- | :----------- | :------- | | **Assets** | | | | | | Total non-current assets | 39,074 | 37,681 | (1,393) | -3.57% | | Total current assets | 9,52,265 | 12,43,518 | 2,91,253 | 30.59% | | **Total assets** | **9,91,339** | **12,81,199** | **2,89,860** | **29.24%** | | **Equity** | | | | | | Total equity | 1,06,306 | 1,88,181 | 81,875 | 77.02% | | **Liabilities** | | | | | | Total non-current liabilities | 74,952 | 2,77,478 | 2,02,526 | 270.21% | | Total current liabilities | 8,10,081 | 8,15,540 | 5,459 | 0.67% | | **Total liabilities** | **8,85,033** | **10,93,018** | **2,07,985** | **23.50%** | - Accumulated deficit significantly reduced from **(88,456) INR** in 2023 to **(6,581) INR** in 2024, contributing to the increase in total equity[14](index=14&type=chunk) - Trade and other receivables increased by **19.38%** from **INR 7,67,124 thousand** to **INR 9,15,783 thousand**[14](index=14&type=chunk) [Special Purpose Statement of Profit or Loss and Other Comprehensive Loss](index=5&type=section&id=Special%20Purpose%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Loss) Profitability significantly improved in 2024, with revenue up **17.4%** and profit for the year increasing by **91.6%** Key Profit or Loss Data (INR thousands) | Metric | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Revenue - Rendering of services | 21,48,941 | 25,22,464 | 3,73,523 | 17.38% | | Other income | 3,049 | 5,143 | 2,094 | 68.68% | | Service cost | 17,53,871 | 20,32,584 | 2,78,713 | 15.89% | | Personnel expenses | 1,32,737 | 1,95,511 | 62,774 | 47.30% | | Marketing and sales promotion expenses | 5,344 | 8,330 | 2,986 | 55.88% | | Other operating expenses | 1,43,348 | 1,08,675 | (34,673) | -24.19% | | Depreciation and amortization | 2,872 | 3,559 | 687 | 23.92% | | Results from operations | 1,13,818 | 1,78,948 | 65,130 | 57.22% | | Finance income | 2,159 | 3,333 | 1,174 | 54.38% | | Finance cost | 49,845 | 69,300 | 19,455 | 39.03% | | Profit before taxes | 66,132 | 1,12,981 | 46,849 | 70.84% | | Tax expense | (22,651) | (29,660) | (7,009) | 30.94% | | **Profit for the year** | **43,481** | **83,321** | **39,840** | **91.62%** | - Basic and Diluted Earnings Per Share (EPS) increased from **INR 9.08** to **INR 17.40**, reflecting the improved profitability[15](index=15&type=chunk) [Special Purpose Statement of Cash Flows](index=6&type=section&id=Special%20Purpose%20Statement%20of%20Cash%20Flows) Operating activities shifted to a net cash inflow of **INR 17,552 thousand** in 2024, with overall cash and cash equivalents increasing Key Cash Flow Data (INR thousands) | Cash Flow Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | | :-------------------------------- | :------------------- | :------------------- | :----------- | | Net cash (used in)/ from operating activities | (1,64,879) | 17,552 | 1,82,431 | | Net cash (used in)/ from investing activities | (7,184) | 11,556 | 18,740 | | Net cash from/ (used in) financing activities | 1,66,494 | (23,746) | (1,90,240) | | Net (decrease)/increase in cash and cash equivalents | (5,569) | 5,362 | 10,931 | | Closing cash and cash equivalents | 1,484 | 6,846 | 5,362 | - Operating cash flows improved significantly, primarily due to a decrease in the increase of trade and other receivables and an increase in trade and other payables[16](index=16&type=chunk) - Financing activities shifted from a net inflow of **INR 1,66,494 thousand** in 2023 to a net outflow of **INR (23,746) thousand** in 2024, mainly due to higher repayment of borrowings[16](index=16&type=chunk) [Special Purpose Statement of Changes in Equity](index=8&type=section&id=Special%20Purpose%20Statement%20of%20Changes%20in%20Equity) Total equity increased substantially from **INR 1,06,306 thousand** in 2023 to **INR 1,88,181 thousand** in 2024, driven by profit for the period Key Equity Changes (INR thousands) | Metric | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | | :-------------------------------- | :------------------- | :------------------- | :----------- | | Balance as at April 1, 2022 | 63,776 | 1,06,306 | 42,530 | | Profit for the period | 43,481 | 83,321 | 39,840 | | Remeasurement loss on defined benefit plan | (951) | (1,446) | (495) | | Total comprehensive income | 42,530 | 81,875 | 39,345 | | Balance as at March 31 | 1,06,306 | 1,88,181 | 81,875 | - Accumulated deficit decreased significantly from **(88,456) INR** at March 31, 2023, to **(6,581) INR** at March 31, 2024, indicating improved retained earnings[17](index=17&type=chunk) [Notes to the Special Purpose Financial Statements](index=9&type=section&id=Notes%20to%20the%20Special%20Purpose%20Financial%20Statements) These notes provide detailed explanations and breakdowns of the figures presented in the special purpose financial statements [1 Overview](index=9&type=section&id=1%20Overview) Globe All India Services Limited, an Indian unlisted public company, operates in corporate travel, with special purpose financial statements prepared for SEC filing post-acquisition - The Company is an Unlisted Public Limited company domiciled in India, engaged in the corporate travel business since 1994[19](index=19&type=chunk) - Special purpose financial statements for the year ended March 31, 2024, were approved on July 30, 2025, and prepared in accordance with IFRS for filing Form 6-K with the SEC, following the acquisition by Yatra Online Limited on September 11, 2024[20](index=20&type=chunk)[32](index=32&type=chunk) - The financial statements are prepared on a going concern basis and under the historical cost convention on the accrual basis[34](index=34&type=chunk) [1A New Accounting Standards and Interpretations Issued Effective from April 1, 2023](index=9&type=section&id=1A%20New%20Accounting%20Standards%20and%20Interpretations%20Issued%20Effective%20from%20April%201%2C%202023) The company adopted new accounting standards effective April 1, 2023, primarily impacting disclosures without affecting financial recognition - The Company adopted amendments to IAS 1 (Disclosure of Accounting Policies) effective April 1, 2023, which impacted accounting policy disclosures but not recognition, measurement, or presentation of financial statement items[22](index=22&type=chunk)[23](index=23&type=chunk) - Amendments to IAS 8 (Definition of Accounting Estimates) and IAS 12 (Deferred Tax related to Assets and Liabilities arising from a Single Transaction, and International Tax Reform—Pillar Two Model Rules) had no impact on these financial statements[25](index=25&type=chunk)[27](index=27&type=chunk)[31](index=31&type=chunk) [1B Basis of Preparation](index=10&type=section&id=1B%20Basis%20of%20Preparation) These special purpose financial statements are the first prepared under IFRS, transitioning from Indian Accounting Standards - The Company transitioned from Indian Accounting Standards (IND AS) to International Financial Reporting Standards (IFRS) for these special purpose financial statements, which are the first prepared under IFRS[33](index=33&type=chunk) - The financial statements are presented in Indian Rupees (INR), the Company's functional and reporting currency[37](index=37&type=chunk) [2 Significant accounting judgments, estimates and assumptions](index=11&type=section&id=2%20Significant%20accounting%20judgments%2C%20estimates%20and%20assumptions) Management applies significant judgments and estimates in areas like employee benefits, income tax, fair value, and revenue recognition - Significant judgments are applied in employee benefits (defined benefit plans, compensated absences), income tax provisions, fair value measurements, provisions and contingent liabilities, and revenue recognition (variable consideration)[39](index=39&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - Estimates are crucial for assessing lease terms and discount rates for leases, determining useful lives of property, plant and equipment and intangible assets, and evaluating the recoverability of advances and receivables[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) [3 Material Accounting Policies](index=13&type=section&id=3%20Material%20Accounting%20Policies) Key accounting policies cover property, plant and equipment, intangible assets, financial instruments, income taxes, and revenue recognition - Property, plant and equipment are stated at acquisition cost, net of accumulated depreciation, and depreciated on a straight-line basis over estimated useful lives (e.g., Office Building **60 years**, Computer **3-6 years**)[54](index=54&type=chunk)[56](index=56&type=chunk) - Intangible assets are reported at cost less accumulated amortization, amortized using the straight-line method over estimated useful lives (e.g., Computer Software **5 years**, Online Portal Website Development **2-5 years**)[58](index=58&type=chunk)[59](index=59&type=chunk) - Revenue from rendering of services is recognized based on IFRS 15, distinguishing between agent (commission-based for airline tickets, hotel bookings, rail/bus tickets, insurance) and principal (gross basis for holiday packages) roles[89](index=89&type=chunk)[90](index=90&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) [4 Standards and interpretations issued but not effective](index=19&type=section&id=4%20Standards%20and%20interpretations%20issued%20but%20not%20effective) New accounting standards, including IFRS 18 and IFRS 9/7 amendments, are being assessed for potential future impact - Amendments to IAS 1 (classification of liabilities), IFRS 16 (Lease Liability in a Sale and Leaseback), IAS 7 and IFRS 7 (Supplier Finance Arrangements), and IAS 21 (Foreign Exchange Rates) are not expected to have a material impact on the financial statements[102](index=102&type=chunk)[108](index=108&type=chunk)[111](index=111&type=chunk)[113](index=113&type=chunk) - IFRS 18, 'Presentation and Disclosure in Financial Statements,' effective January 1, 2027, introduces new requirements for profit or loss presentation, management-defined performance measures, and information aggregation/disaggregation. The Company is currently assessing its impact[104](index=104&type=chunk)[109](index=109&type=chunk) - Amendments to IFRS 9 and IFRS 7, effective January 1, 2026, clarify classification and measurement of financial instruments, including ESG-linked features and non-recourse assets. The Company is currently assessing their impact[105](index=105&type=chunk)[106](index=106&type=chunk) [5 Segment information](index=21&type=section&id=5%20Segment%20information) The Company operates in three segments: Air Ticketing, Hotels and Packages, and Other Services, with Hotels and Packages generating the highest revenue - The Company has three reportable segments: Air Ticketing, Hotels and Packages, and MICE & Other Services[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) Segment Revenue and Gross Margin (INR thousands) | Segment | Revenue (2023) | Revenue (2024) | % Change (Revenue) | Gross Margin (2023) | Gross Margin (2024) | % Change (Gross Margin) | | :------------------ | :------------- | :------------- | :----------------- | :------------------ | :------------------ | :---------------------- | | Air Ticketing | 1,89,362 | 2,50,546 | 32.31% | 1,89,362 | 2,50,546 | 32.31% | | Hotels and Packages | 15,45,399 | 22,08,504 | 42.91% | 1,40,420 | 1,77,049 | 26.09% | | MICE & Other Services | 4,14,180 | 63,414 | -84.66% | 65,288 | 62,285 | -4.60% | | **Total** | **21,48,941** | **25,22,464** | **17.38%** | **3,95,070** | **4,89,880** | **23.99%** | - Ultratech Cement Limited accounted for over **10%** of the Company's revenues in both 2023 (**INR 3,76,312 thousand**) and 2024 (**INR 6,31,633 thousand**)[121](index=121&type=chunk) [6 Fair value measurement](index=23&type=section&id=6%20Fair%20value%20measurement) Fair values of most financial instruments approximate their carrying amounts due to short-term maturities, with most falling under Level 2 of the fair value hierarchy - Fair values of most financial instruments (trade receivables, cash, term deposits, payables, borrowings, other liabilities) approximate their carrying amounts due to short-term maturities[123](index=123&type=chunk) Fair Value of Financial Instruments (INR thousands) | Category | March 31, 2023 (Carrying Value) | March 31, 2024 (Carrying Value) | March 31, 2023 (Fair Value) | March 31, 2024 (Fair Value) | | :-------------------------- | :------------------------------ | :------------------------------ | :-------------------------- | :-------------------------- | | **Financial Assets** | | | | | | Trade and other receivables | 7,67,124 | 9,15,783 | 7,67,124 | 9,15,783 | | Cash and cash equivalents | 1,484 | 6,846 | 1,484 | 6,846 | | Term deposits | 12,472 | 221 | 12,472 | 221 | | Other financial assets | 7,008 | 6,791 | 7,008 | 6,791 | | **Total Assets** | **7,88,088** | **9,29,641** | **7,88,088** | **9,29,641** | | **Financial Liabilities** | | | | | | Trade and other payables | 2,69,706 | 3,95,360 | 2,69,706 | 3,95,360 | | Borrowings | 4,98,948 | 5,44,783 | 4,98,948 | 5,44,783 | | Lease Liabilities | 278 | - | 278 | - | | Other liabilities | 18,444 | 21,926 | 18,444 | 21,926 | | **Total Liabilities** | **7,87,376** | **9,62,069** | **7,87,376** | **9,62,069** | - Most financial instruments for which fair value is disclosed are classified under Level 2 of the fair value hierarchy, utilizing discounted cash flow valuation techniques with observable inputs like prevailing interest rates[127](index=127&type=chunk)[129](index=129&type=chunk) [7 Rendering of services](index=25&type=section&id=7%20Rendering%20of%20services) Revenue from rendering of services increased by **17.38%** to **INR 25,22,464 thousand** in 2024, driven by growth in 'Tours, Cargo and other services' and 'Commission & Incentives' Revenue by Product Type (INR thousands) | Product Type | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------------ | :------------------- | :------------------- | :----------- | :------- | | Tours, Cargo and other services | 19,25,212 | 22,21,167 | 2,95,955 | 15.37% | | Commission & Incentives | 2,23,729 | 3,01,297 | 77,568 | 34.67% | | **Total Revenue** | **21,48,941** | **25,22,464** | **3,73,523** | **17.38%** | Contract Liabilities (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------- | :------------------- | :------------------- | :----------- | :------- | | Advances from Customers | 64,020 | 85,495 | 21,475 | 33.54% | [8 Other income](index=25&type=section&id=8%20Other%20income) Other income increased by **68.68%** to **INR 5,143 thousand** in 2024, primarily due to a rise in miscellaneous income and a gain on asset sales Other Income (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------------------------ | :------------------- | :------------------- | :----------- | :------- | | Gain on sale of property, plant and equipment (net) | - | 89 | 89 | N/A | | Miscellaneous income | 3,049 | 5,054 | 2,005 | 65.76% | | **Total** | **3,049** | **5,143** | **2,094** | **68.68%** | [9 Personnel expenses](index=26&type=section&id=9%20Personnel%20expenses) Personnel expenses increased by **47.30%** to **INR 1,95,511 thousand** in 2024, mainly driven by higher salaries, wages, and other short-term employee benefits Personnel Expenses (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Salaries, wages and other short term employee benefits | 1,14,135 | 1,68,107 | 53,972 | 47.29% | | Contributions to defined contribution plans | 6,967 | 9,373 | 2,406 | 34.53% | | Expenses related to defined benefit plans | 1,594 | 2,488 | 894 | 56.09% | | Employee welfare expenses | 10,041 | 15,543 | 5,502 | 54.80% | | **Total** | **1,32,737** | **1,95,511** | **62,774** | **47.30%** | [10 Other operating expenses](index=26&type=section&id=10%20Other%20operating%20expenses) Other operating expenses decreased by **24.19%** to **INR 1,08,675 thousand** in 2024, primarily due to a significant reduction in 'Sundry Balances Written Off (Net)' Other Operating Expenses (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :-------------------------- | :------------------- | :------------------- | :----------- | :------- | | Commission | 23,535 | 28,926 | 5,391 | 22.91% | | Communication | 3,924 | 5,021 | 1,097 | 27.96% | | Legal and professional fees | 6,245 | 12,191 | 5,946 | 95.21% | | Sundry Balances Written Off (Net) | 70,382 | 10 | (70,372) | -99.99% | | Duties and taxes | 2,929 | 2,636 | (293) | -10.00% | | Rent | 8,529 | 11,324 | 2,795 | 32.77% | | Repairs and maintenance | 8,253 | 8,727 | 474 | 5.74% | | Travelling and conveyance | 5,875 | 7,108 | 1,233 | 20.99% | | Insurance | 2,191 | 4,682 | 2,491 | 113.69% | | Miscellaneous expenses | 11,485 | 28,050 | 16,565 | 144.23% | | **Total** | **1,43,348** | **1,08,675** | **(34,673)** | **-24.19%** | [11 Depreciation and amortization](index=26&type=section&id=11%20Depreciation%20and%20amortization) Total depreciation and amortization expenses increased by **23.92%** to **INR 3,559 thousand** in 2024, primarily due to higher depreciation and amortization charges Depreciation and Amortization (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------------------ | :------------------- | :------------------- | :----------- | :------- | | Depreciation | 2,304 | 2,669 | 365 | 15.84% | | Amortization | 303 | 647 | 344 | 113.53% | | Depreciation on right of use assets | 265 | 243 | (22) | -8.30% | | **Total** | **2,872** | **3,559** | **687** | **23.92%** | [12 Finance income](index=26&type=section&id=12%20Finance%20income) Finance income increased significantly by **54.38%** to **INR 3,333 thousand** in 2024, primarily driven by new 'Other' finance income Finance Income (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------------------------ | :------------------- | :------------------- | :----------- | :------- | | Interest income on bank deposits | 2,159 | 776 | (1,383) | -64.06% | | Others | - | 2,557 | 2,557 | N/A | | **Total** | **2,159** | **3,333** | **1,174** | **54.38%** | [13 Finance cost](index=26&type=section&id=13%20Finance%20cost) Finance costs increased by **39.03%** to **INR 69,300 thousand** in 2024, driven by higher bank charges, interest on borrowings, and 'Other' finance costs Finance Cost (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Bank charges | 4,667 | 8,315 | 3,648 | 78.17% | | Interest on borrowings recognised at amortised cost | 40,780 | 47,322 | 6,542 | 16.04% | | Interest on lease liabilities | 39 | 13 | (26) | -66.67% | | Others | 4,359 | 13,650 | 9,291 | 213.16% | | **Total** | **49,845** | **69,300** | **19,455** | **39.03%** | [14 Income taxes](index=27&type=section&id=14%20Income%20taxes) Total income tax expense increased by **30.94%** to **INR 29,660 thousand** in 2024, primarily due to current year tax and deferred tax expense Income Tax Expense (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Current income tax expenses | - | 24,910 | 24,910 | N/A | | Deferred tax (benefit)/ expense | 22,651 | 4,750 | (17,901) | -79.03% | | **Total income tax expenses** | **22,651** | **29,660** | **7,009** | **30.94%** | - Profit before income taxes increased by **70.84%** from **INR 66,132 thousand** in 2023 to **INR 1,12,981 thousand** in 2024[138](index=138&type=chunk) - The applicable statutory tax rate in India for 2024 was **25.17%** (2023: **27.82%**)[138](index=138&type=chunk) [15 Earning per share](index=28&type=section&id=15%20Earning%20per%20share) Basic and diluted earnings per share (EPS) significantly increased by **91.63%** to **INR 17.40** in 2024, reflecting substantial profit growth Earnings Per Share (INR) | Metric | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Profit attributable to ordinary shareholders | 43,481 | 83,321 | 39,840 | 91.62% | | Weighted average number of ordinary shares outstanding | 47,87,650 | 47,87,650 | 0 | 0.00% | | **Basic earning per share** | **9.08** | **17.40** | **8.32** | **91.63%** | | **Diluted earning per share** | **9.08** | **17.40** | **8.32** | **91.63%** | - The Company did not have any potentially dilutive securities in any of the years presented, resulting in identical basic and diluted EPS[140](index=140&type=chunk) [16 Property, plant and equipment](index=29&type=section&id=16%20Property%2C%20plant%20and%20equipment) The net block of property, plant and equipment slightly increased by **0.8%** to **INR 25,991 thousand** in 2024, driven by additions in computers Property, Plant and Equipment Net Block (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------- | :------------------- | :------------------- | :----------- | :------- | | Net block | 25,787 | 25,991 | 204 | 0.79% | - Gross block additions in 2024 totaled **INR 2,885 thousand**, with computers accounting for **INR 2,250 thousand**[142](index=142&type=chunk) - Depreciation charge for the year was **INR 2,669 thousand** in 2024, an increase from **INR 2,304 thousand** in 2023[142](index=142&type=chunk) [17 Right-of-use Assets](index=29&type=section&id=17%20Right-of-use%20Assets) Right-of-use assets decreased from **INR 243 thousand** in 2023 to zero in 2024, as the depreciation charge fully offset the remaining balance Right-of-Use Assets (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | | :-------------------------- | :------------------- | :------------------- | :----------- | | Right of use assets recognised | 508 | 243 | (265) | | Depreciation on above | 265 | 243 | (22) | | **Net Right-of-Use Assets** | **243** | **-** | **(243)** | [18 Intangible assets](index=30&type=section&id=18%20Intangible%20assets) Net block of intangible assets increased by **20.86%** to **INR 2,879 thousand** in 2024, driven by additions in computer software Intangible Assets Net Block (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------- | :------------------- | :------------------- | :----------- | :------- | | Net block | 2,382 | 2,879 | 497 | 20.86% | - Gross block additions in 2024 totaled **INR 1,144 thousand**, entirely from computer software[144](index=144&type=chunk) - Amortization charge for the year was **INR 647 thousand** in 2024, an increase from **INR 303 thousand** in 2023[144](index=144&type=chunk) [19 Prepayments and other assets](index=31&type=section&id=19%20Prepayments%20and%20other%20assets) Current prepayments and other assets significantly increased by **117.33%** to **INR 2,97,527 thousand** in 2024, primarily due to higher advances to vendors and airlines Prepayments and Other Assets (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------------ | :------------------- | :------------------- | :----------- | :------- | | **Current** | | | | | | Advance to vendors | 92,703 | 2,04,684 | 1,11,981 | 120.79% | | Advance to airlines | 24,801 | 65,339 | 40,538 | 163.45% | | Balance with statutory authorities | 6,173 | 16,628 | 10,455 | 169.36% | | Prepaid expenses | 5,136 | 6,004 | 868 | 16.90% | | Due from employees | 8,087 | 4,872 | (3,215) | -39.76% | | **Total Current** | **1,36,900** | **2,97,527** | **1,60,627** | **117.33%** | | **Non-current** | | | | | | Prepaid expenses | 314 | 2,945 | 2,631 | 837.90% | | **Total Non-current** | **314** | **2,945** | **2,631** | **837.90%** | [20 Other financial assets, Non-current](index=31&type=section&id=20%20Other%20financial%20assets%2C%20Non-current) Non-current other financial assets decreased by **6.04%** to **INR 3,374 thousand** in 2024, due to reduced security deposits partially offset by new 'Other' assets Other Financial Assets, Non-current (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------- | :------------------- | :------------------- | :----------- | :------- | | Security deposits | 3,591 | 2,928 | (663) | -18.46% | | Others | - | 446 | 446 | N/A | | **Total** | **3,591** | **3,374** | **(217)** | **-6.04%** | [21 Deferred Tax](index=31&type=section&id=21%20Deferred%20Tax) Net deferred tax assets decreased by **63.12%** to **INR 2,492 thousand** in 2024, primarily due to derecognition of unutilized business losses Recognized Deferred Tax Assets and Liabilities (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Deferred tax assets attributable to: | | | | | | Employee benefits | 1,860 | 4,166 | 2,306 | 123.98% | | Unutilise business losses | 6,039 | - | (6,039) | -100.00% | | **Total deferred tax asset (A)** | **7,899** | **4,166** | **(3,733)** | **-47.26%** | | Deferred tax liabilities attributable to: | | | | | | Property, plant and equipment, intangible assets, and ROU assets | (1,142) | (1,674) | (532) | 46.58% | | **Total deferred tax liability (B)** | **(1,142)** | **(1,674)** | **(532)** | **46.58%** | | **Net deferred tax asset (A-B)** | **6,757** | **2,492** | **(4,265)** | **-63.12%** | - Deferred tax assets were not recognized for deductible temporary differences of **INR 6,757 thousand** in 2023 and **INR 2,492 thousand** in 2024[148](index=148&type=chunk) [22 Inventories](index=33&type=section&id=22%20Inventories) Inventories, consisting solely of finished goods, decreased from **INR 62 thousand** in 2023 to zero in 2024, indicating full utilization or disposal Inventories (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :--------------- | :------------------- | :------------------- | :----------- | :------- | | Finished Goods | 62 | - | (62) | -100.00% | | **Total** | **62** | **-** | **(62)** | **-100.00%** | [23 Trade and other receivables](index=33&type=section&id=23%20Trade%20and%20other%20receivables) Trade and other receivables increased by **19.38%** to **INR 9,15,783 thousand** in 2024, primarily driven by higher trade receivables Trade and Other Receivables (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :-------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Trade receivables (net of allowance) | 7,53,189 | 9,10,687 | 1,57,498 | 20.91% | | Receivable from related parties | 13,935 | 5,096 | (8,839) | -63.43% | | **Total** | **7,67,124** | **9,15,783** | **1,48,659** | **19.38%** | - Trade receivables are non-interest bearing and generally have terms of **30 to 90 days**[151](index=151&type=chunk) [24 Other financial assets, current](index=33&type=section&id=24%20Other%20financial%20assets%2C%20current) Current other financial assets remained constant at **INR 3,417 thousand** in both 2023 and 2024, consisting entirely of security deposits Other Financial Assets, Current (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------- | :------------------- | :------------------- | :----------- | :------- | | Security deposits | 3,417 | 3,417 | 0 | 0.00% | | **Total** | **3,417** | **3,417** | **0** | **0.00%** | [25 Term deposits](index=33&type=section&id=25%20Term%20deposits) Term deposits significantly decreased by **98.23%** to **INR 221 thousand** in 2024, indicating a substantial reduction in fixed deposits with banks Term Deposits (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------- | :------------------- | :------------------- | :----------- | :------- | | Fixed deposits with banks | 12,472 | 221 | (12,251) | -98.23% | | **Total** | **12,472** | **221** | **(12,251)** | **-98.23%** | - All term deposits have a tenure of less than one year and are classified as current[154](index=154&type=chunk) [26 Cash and cash equivalents](index=34&type=section&id=26%20Cash%20and%20cash%20equivalents) Cash and cash equivalents increased significantly by **361.32%** to **INR 6,846 thousand** in 2024, driven by a substantial rise in balances with banks Cash and Cash Equivalents (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :--------------- | :------------------- | :------------------- | :----------- | :------- | | Cash on hand | 1,069 | 599 | (470) | -43.97% | | Balances with bank | 415 | 6,247 | 5,832 | 1405.30% | | **Total** | **1,484** | **6,846** | **5,362** | **361.32%** | [27 Equity share capital and share premium](index=34&type=section&id=27%20Equity%20share%20capital%20and%20share%20premium) The Company's authorized, issued, and share capital remained constant at **INR 47,877 thousand** for both 2023 and 2024, with share premium also unchanged Equity Share Capital and Share Premium (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------- | :------------------- | :------------------- | :----------- | :------- | | Share Capital | 47,877 | 47,877 | 0 | 0.00% | | Share Premium | 1,46,885 | 1,46,885 | 0 | 0.00% | - The Company has one class of equity shares with a par value of **₹10** per share, each eligible for one vote[158](index=158&type=chunk) [28 Components of Other Comprehensive Loss](index=35&type=section&id=28%20Components%20of%20Other%20Comprehensive%20Loss) Total actuarial loss on defined benefit plan, recognized in other comprehensive loss, increased by **52.05%** to **INR (1,446) thousand** in 2024 Components of Other Comprehensive Loss (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------------------------ | :------------------- | :------------------- | :----------- | :------- | | Actuarial (loss)/ gain on obligation | (1,317) | (1,932) | (615) | 46.70% | | Income tax expense | 366 | 486 | 120 | 32.79% | | **Total** | **(951)** | **(1,446)** | **(495)** | **52.05%** | [29 Borrowings](index=35&type=section&id=29%20Borrowings) Total borrowings increased by **9.19%** to **INR 5,44,783 thousand** in 2024, driven by a substantial rise in non-current borrowings Borrowings (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :-------------------------------- | :------------------- | :------------------- | :----------- | :------- | | **Current Borrowings** | | | | | | Cash Credit | 1,00,941 | 153 | (1,00,788) | -99.85% | | Working Capital Demand / Short Term Loans | 3,31,360 | 2,40,170 | (91,190) | -27.52% | | From Related Parties (Unsecured) | - | 41,603 | 41,603 | N/A | | **Total Current** | **4,32,301** | **2,81,926** | **(1,50,375)** | **-34.79%** | | **Non-Current Borrowings** | | | | | | Working Capital Term Loan / GECL | 66,647 | 2,62,857 | 1,96,210 | 294.42% | | **Total Non-Current** | **66,647** | **2,62,857** | **1,96,210** | **294.42%** | | **Total Borrowings** | **4,98,948** | **5,44,783** | **45,835** | **9.19%** | - Cash Credit and Working Capital Demand Loans/Short Term Loans/GECL from banks are secured by a first pari-passu charge on current assets and a corporate guarantee from Riddhi Portfolio Private Limited[162](index=162&type=chunk) - Collateral security includes an equitable mortgage of freehold property at 8, Ho-Chi-Minh Sarani, Kolkata[163](index=163&type=chunk) [30 Lease Liabilities](index=36&type=section&id=30%20Lease%20Liabilities) Lease liabilities decreased from **INR 278 thousand** in 2023 to zero in 2024, indicating the settlement or expiration of existing lease obligations Lease Liabilities (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | | :--------------- | :------------------- | :------------------- | :----------- | | Current | 278 | - | (278) | | Non-current | - | - | 0 | | **Total** | **278** | **-** | **(278)** | [31 Employment benefit plan](index=36&type=section&id=31%20Employment%20benefit%20plan) Total employment benefit liabilities increased by **75.74%** in 2024, driven by higher defined benefit obligations and compensated absences Employment Benefit Liabilities (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :-------------------------- | :------------------- | :------------------- | :----------- | :------- | | Defined benefit obligation | 3,503 | 6,676 | 3,173 | 90.58% | | Liability for compensated absences | 4,967 | 8,209 | 3,242 | 65.27% | | **Total liability** | **8,470** | **14,885** | **6,415** | **75.74%** | Movement in Defined Benefit Obligation (INR thousands) | Metric | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | | :-------------------------------- | :------------------- | :------------------- | :----------- | | Present value of obligation at beginning of year | 7,550 | 9,942 | 2,392 | | Interest cost | 551 | 746 | 195 | | Current service cost | 1,481 | 2,225 | 744 | | Actuarial loss on obligation | 1,317 | 1,947 | 630 | | Benefits paid | (957) | (1,247) | (290) | | **Present value of obligation at closing of year** | **9,942** | **13,613** | **3,693** | - The cost recognized in profit or loss for defined benefit plans increased from **INR 1,549 thousand** in 2023 to **INR 2,722 thousand** in 2024, a **75.73%** increase[169](index=169&type=chunk) [32 Trade and other payables](index=39&type=section&id=32%20Trade%20and%20other%20payables) Trade and other payables increased by **46.51%** to **INR 3,95,360 thousand** in 2024, primarily driven by a significant rise in trade payables Trade and Other Payables (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :--------------- | :------------------- | :------------------- | :----------- | :------- | | Trade payables | 2,60,698 | 3,92,905 | 1,32,207 | 50.71% | | Accrued expenses | 9,008 | 2,455 | (6,553) | -72.74% | | **Total** | **2,69,706** | **3,95,360** | **1,25,654** | **46.59%** | - All trade and other payables are classified as current liabilities[175](index=175&type=chunk) [33 Contract liabilities](index=39&type=section&id=33%20Contract%20liabilities) Contract liabilities, representing advances from customers for future bookings, increased by **33.54%** to **INR 85,495 thousand** in 2024 Contract Liabilities (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------- | :------------------- | :------------------- | :----------- | :------- | | Advances from Customers | 64,020 | 85,495 | 21,475 | 33.54% | | **Total** | **64,020** | **85,495** | **21,475** | **33.54%** | - Advances from customers primarily consist of amounts for future bookings of airline tickets, hotel bookings, packages, and freight forwarding services[175](index=175&type=chunk) [34 Other financial liabilities](index=39&type=section&id=34%20Other%20financial%20liabilities) Current other financial liabilities, representing amounts due to employees, increased by **18.88%** to **INR 21,926 thousand** in 2024 Other Financial Liabilities (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :--------------- | :------------------- | :------------------- | :----------- | :------- | | Due to employees | 18,444 | 21,926 | 3,482 | 18.88% | | **Total** | **18,444** | **21,926** | **3,482** | **18.88%** | [35 Other current liabilities](index=39&type=section&id=35%20Other%20current%20liabilities) Other current liabilities, consisting of statutory liabilities, increased by **21.46%** to **INR 30,569 thousand** in 2024 Other Current Liabilities (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------- | :------------------- | :------------------- | :----------- | :------- | | Statutory liabilities | 25,167 | 30,569 | 5,402 | 21.46% | | **Total** | **25,167** | **30,569** | **5,402** | **21.46%** | [36 Leases](index=39&type=section&id=36%20Leases) Lease-related expenses increased significantly in 2024, primarily due to higher short-term lease costs, while ROU assets were fully depreciated - Right-of-use assets for office buildings decreased from **INR 243 thousand** in 2023 to zero in 2024 due to depreciation[179](index=179&type=chunk) Amounts Recognized in Profit or Loss for Leases (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :------------------------------------ | :------------------- | :------------------- | :----------- | :------- | | Depreciation expense of right-of-use asset | 265 | 243 | (22) | -8.30% | | Interest expense on lease liabilities | 39 | 13 | (26) | -66.67% | | Expense relating to short-term leases | 953 | 2,818 | 1,865 | 195.70% | | **Total** | **1,257** | **3,074** | **1,817** | **144.55%** | - The Company assesses extension options for property leases, which range from **11 to 33 months** after the non-cancellable period, based on economic incentives[181](index=181&type=chunk) [37 Commitment and contingencies](index=41&type=section&id=37%20Commitment%20and%20contingencies) Lease commitments increased by **32.77%** to **INR 11,324 thousand** in 2024, while contingent liabilities significantly rose to **INR 1,71,593 thousand** Lease Commitments (INR thousands) | Particulars | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :---------------------- | :------------------- | :------------------- | :----------- | :------- | | Not Later than one year | 8,529 | 11,324 | 2,795 | 32.77% | Contingent Liabilities (INR thousands) | Particulars | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | | :---------------------------------------- | :------------------- | :------------------- | :----------- | | GST demand notice (Delhi) | - | 126 | 126 | | GST demand notice (Malkajgiri, Hyderabad) | - | 1,319 | 1,319 | | GST demand notice (Hyderabad) | - | 483 | 483 | | GST demand notice (Chennai) | - | 3,618 | 3,618 | | Bank Guarantee (ICICI Bank Ltd.) | - | 46,000 | 46,000 | | Bank Guarantee (IndusInd Bank Ltd.) | - | 1,21,666 | 1,21,666 | | **Total** | **-** | **1,73,212** | **1,73,212** | [38 Financial risk management, objective and policies](index=42&type=section&id=38%20Financial%20risk%20management%2C%20objective%20and%20policies) The Company manages credit, liquidity, and foreign currency risks through established policies, with no significant credit loss expected and sufficient liquidity for the next 12 months - The Company is exposed to credit risk, liquidity risk, and foreign currency risk, with senior management overseeing risk management policies[186](index=186&type=chunk) Maximum Credit Exposure (INR thousands) | Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :-------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Trade and other receivables | 7,67,124 | 9,15,783 | 1,48,659 | 19.38% | | Other financial assets | 7,008 | 6,791 | (217) | -3.10% | | Cash and cash equivalents (except cash in hand) | 415 | 6,247 | 5,832 | 1405.30% | | **Total** | **7,74,547** | **9,28,821** | **1,54,274** | **19.92%** | - The Company expects cash and cash equivalents and cash generated from operations to satisfy working capital, operational losses, capital expenditure, and other liquidity requirements for at least the next **12 months**[192](index=192&type=chunk) [39 Capital management](index=45&type=section&id=39%20Capital%20management) The Company aims to maintain a strong credit rating and healthy capital ratios, with the gearing ratio improving to **74.08%** in 2024 - The primary objective of capital management is to maintain a strong credit rating and healthy capital ratios to support business and maximize shareholder value[195](index=195&type=chunk) - No breaches of financial covenants for interest-bearing loans and borrowings occurred in the current period[197](index=197&type=chunk) Capital Structure and Gearing Ratio (INR thousands) | Metric | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | % Change | | :-------------------------------- | :------------------- | :------------------- | :----------- | :------- | | Borrowings | 4,98,948 | 5,44,783 | 45,835 | 9.19% | | Less: Cash and cash equivalents | (1,484) | (6,846) | (5,362) | 361.32% | | **Net debt** | **4,97,464** | **5,37,937** | **40,473** | **8.14%** | | Equity | 1,06,306 | 1,88,181 | 81,875 | 77.02% | | **Total Equity** | **1,06,306** | **1,88,181** | **81,875** | **77.02%** | | **Gearing ratio** | **82.39%** | **74.08%** | **-8.31%** | **-10.09%** | [40 Related party disclosures](index=45&type=section&id=40%20Related%20party%20disclosures) The Company has related party relationships with Yatra Online Limited and Ramkrishna Forgings Limited, with significant loan and service transactions in 2024 - Yatra Online Limited became the parent company on September 11, 2024, while Ramkrishna Forgings Limited was the parent until September 10, 2024[201](index=201&type=chunk) Key Related Party Transactions (INR thousands) | Transaction Type | Related Party Category | March 31, 2023 (INR) | March 31, 2024 (INR) | Change (INR) | | :----------------------- | :--------------------- | :------------------- | :------------------- | :----------- | | Rendering of services | Entities with significant influence | 2,96,779 | 34,293 | (2,62,486) | | Rendering of services | Group Companies | - | 4,693 | 4,693 | | Loan Taken | Group Companies | 16,407 | 5,20,000 | 5,03,593 | | Loan Repaid | Group Companies | 1,59,407 | 4,86,000 | 3,26,593 | | Interest Expense | Group Companies | 2,239 | 10,474 | 8,235 | | Total compensation paid to key management personnel | KMP | 1,580 | 9,824 | 8,244 | Related Party Balances (INR thousands) | Balance Type | Related Party Category | March 31, 2024 (INR) | | :------------- | :--------------------- | :------------------- | | Trade receivable | - | 5,096 | | Other financial liabilities | - | 952 | | Unsecured loan | Entities with significant influence | 34,000 | | Interest accrued | Entities with significant influence | 7,603 | [41 Effect of IFRS Adoption on the Balance Sheet](index=48&type=section&id=41%20Effect%20of%20IFRS%20Adoption%20on%20the%20Balance%20Sheet) IFRS adoption primarily resulted in reclassifications on the Balance Sheet, with no changes to total asset or liability values - Total assets and total equity and liabilities remained unchanged upon IFRS adoption, indicating reclassifications rather than changes in overall values[209](index=209&type=chunk) - Share premium of **INR 1,46,885 thousand** was reclassified from accumulated deficit and disclosed separately[209](index=209&type=chunk) - Accrued expenses of **INR 9,008 thousand** (2023) and **INR 2,455 thousand** (2024) were reclassified from Other Financial Liabilities to Trade and Other Payables[210](index=210&type=chunk) [42 Effect of IFRS Adoption on the Statement of Profit or Loss and Other Comprehensive Loss](index=50&type=section&id=42%20Effect%20of%20IFRS%20Adoption%20on%20the%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Loss) IFRS adoption led to reclassifications in the Statement of Profit or Loss, but did not impact the reported Profit for the year or Total comprehensive income - Profit for the year and Total comprehensive income remained unchanged after IFRS adoption, indicating reclassifications rather than changes in profitability[211](index=211&type=chunk) - Revenue from rendering of services was adjusted by **INR 6,291 thousand** (2023) and **INR 19,083 thousand** (2024) to conform with IFRS[211](index=211&type=chunk)[214](index=214&type=chunk) - Significant reclassifications include: Director remuneration from other expense to personnel expenses, Employee Mediclaim Insurance from personnel expense to other expense, business promotion and advertisement expenses from other expense to marketing and sales promotion expense, and bank charges from other expenses to finance cost[212](index=212&type=chunk) [43 Events after the reporting period](index=51&type=section&id=43%20Events%20after%20the%20reporting%20period) No material adjusting events occurred after March 31, 2024, requiring recognition or adjustment in the financial statements - No material adjusting events occurred after March 31, 2024, requiring effect in the financial statements[213](index=213&type=chunk)

Financial Data and Key Metrics Changes - For FY 2025, the company reported annual revenues of INR 7,900 million (approximately USD 93.1 million), up 90% year over year [4] - Adjusted EBITDA for the year increased by 28% to INR 344 million (approximately USD 4 million) [27] - Net profit turned positive, reaching INR 24 million (approximately USD 300,000), a 106.5% improvement from the previous year [27] - For Q4, revenues were INR 2,200 million (approximately USD 25.7 million), up 114% year over year [5] Business Line Data and Key Metrics Changes - The corporate travel and MICE (Meetings, Incentives, Conferences, and Exhibitions) businesses were pivotal in driving growth [5] - The MICE business showed significant growth and margin expansion, with the combined platform handling over 600 trips and serving more than 80,000 travelers in the last nine months of FY 2025 [11] - The expense management platform, Recap, is gaining traction and is expected to drive deeper customer engagement [12] Market Data and Key Metrics Changes - The Indian corporate travel market is projected to grow from USD 42 billion to USD 80 billion by 2033, driven by globalization and rising investments in travel infrastructure [6] - The Indian MICE market is estimated at USD 3.3 billion in 2023 and is expected to grow to USD 10 billion by 2030, representing a CAGR of 18% [11] Company Strategy and Development Direction - The company aims to expand its corporate travel business and continue scaling its MICE and hotel segments [22] - The integration of new distribution capabilities (NDC) aims to enhance the booking experience and improve cost efficiency for corporate travelers [13][15] - The company is focused on high-margin growth, operational excellence, and strategic innovation [25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving a preliminary guidance of 20% growth in revenue and 30% growth in adjusted EBITDA for FY 2026 [22] - The company is navigating geopolitical challenges that temporarily impacted travel demand but has seen a prompt recovery [23][24] Other Important Information - The company has made substantial progress on its path to share convertibility, with a defined structure in place [21] - Recent accolades from international airlines highlight the strength of the brand and its operational efficiency [20] Q&A Session Summary Question: How much of the business is tied to the Northern part of India? - Management indicated that approximately 30-35% of overall business volumes are tied to the Northern part of India, which could be impacted by regional tensions [30] Question: What can you tell us about the proposed corporate structure? - Management confirmed that a structure is in place that works across multiple jurisdictions, and they are focused on implementing the necessary procedures [31][32] Question: Are there acquisition opportunities in the MICE segment? - Management is evaluating acquisition opportunities and is in the process of integrating a recent acquisition [36] Question: How much capacity is there for future revenue growth without significant OpEx investments? - Management believes they can achieve 30-40% growth without needing to change the cost structure significantly [37]

Financial Data and Key Metrics Changes - For FY 2025, the company reported annual revenues of INR 7,900 million (approximately USD 93.1 million), representing a 90% year-over-year increase [4] - Adjusted EBITDA for the year increased by 28% to INR 344 million (approximately USD 4 million), while net profit reached INR 24 million (approximately USD 300,000), a 106.5% improvement from the previous year [28] - In Q4, revenues were INR 2,200 million (approximately USD 25.7 million), up 114% year-over-year, driven by growth in the MICE business and contributions from the Globe Travel acquisition [5][27] Business Line Data and Key Metrics Changes - The corporate travel business remains a key growth engine, adding 35 new corporate clients in Q4, contributing to INR 1,400 million in expected annual volumes [8] - The MICE business showed significant growth and margin expansion, with the combined platform handling over 600 trips and serving more than 80,000 travelers in the last nine months of FY 2025 [11] - The expense management platform, Recap, is gaining traction, with strong cross-sell potential within the existing client base [12] Market Data and Key Metrics Changes - The Indian corporate travel market is projected to grow from USD 42 billion to USD 80 billion by 2033, driven by globalization and rising investments in travel infrastructure [6][7] - The Indian MICE market is estimated at USD 3.3 billion in 2023 and is expected to grow to USD 10 billion by 2030, representing a CAGR of 18% [11] Company Strategy and Development Direction - The company aims to expand its corporate travel and MICE segments while integrating new distribution capabilities (NDC) to enhance the booking experience for corporate travelers [13][15] - The focus is on high-margin growth, operational excellence, and strategic innovation, with preliminary guidance for FY 2026 suggesting 20% growth in revenue and 30% growth in adjusted EBITDA [22] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a temporary disruption in travel demand due to geopolitical tensions but reported a quick recovery in booking volumes following stabilization [23][24] - The company is optimistic about future growth, expecting to achieve 30-40% growth without significant changes to the cost structure [39] Other Important Information - The company has made substantial progress towards share convertibility, with a defined structure in place, although a specific timeline for completion is not yet available [21] - Recent accolades from international airlines highlight the strength of the brand and its operational efficiency [19] Q&A Session Summary Question: How much of the business is tied to the Northern part of India? - Management indicated that approximately 30-35% of overall business volumes are tied to the Northern part of India, which could be impacted by regional tensions [31] Question: What can be said about the proposed corporate structure and share fungibility? - Management confirmed that a structure is in place that works across multiple jurisdictions, and they are focused on implementing the necessary procedures in the coming months [32][34] Question: Are there acquisition opportunities in the MICE segment? - Management is evaluating acquisition opportunities and is in the process of fully integrating a recent acquisition, which will allow them to explore further opportunities [38] Question: How much capacity is there for future revenue growth without significant OpEx investments? - Management believes they can achieve 30-40% growth without needing to change the cost structure significantly, with current operating cost increases primarily due to legal and professional fees [39]