Impairment of Goodwill

Management reviews the carrying value of goodwill annually to determine whether there has been any impairment. This involves making an assessment of the value of goodwill for each cash generating unit (CGU) and comparing it to the carrying value. If the assessed value is lower than the carrying value, then an impairment charge is recognised to reduce the carrying value to this amount. Management reviews the business performance based on the geography and type of business.

Value in use i.e. the enterprise value for the CGU is calculated using cash flow projections over a period of 5 years, with amounts based on medium term strategic plans. Variations to strategic plan are incorporated in the calculations based on past experience, if available. Cash flows beyond the 5 years period are extrapolated using a long term growth rate.

Key assumptions in the business plans include future revenue, associated future levels of marketing support and other relevant costs. These assumptions are based on historical trends, if available and future market expectations specific to each CGU and the markets and geographies in which they operate.

Other key assumptions applied in determining value in use are:

? Long term growth rate - Cash flows beyond the 5 years period are extrapolated using the estimated long-term growth rate applicable for the geographies in which the CGUs operate.

? Discount rate - The discount rate is based on a weighted average cost of capital (WACC) for comparable companies operating in similar markets and geographies adjusted for country specific risk affecting where each CGU operates.

Sensitivity to changes in assumptions

The directors and management have considered and assessed reasonably possible changes for key assumptions and have not identified any instances that could cause the carrying amount of the above CGUs to exceed its recoverable amount. Based on the assessment carried out by management, there is no trigger for impairment charge in the current year and subsequent to the date of these standalone financial statements.

There are no repatriation restrictions with regard to cash and cash equivalents as at March 31, 2025 and March 31, 2024.

* Includes March 31, 2025 - INR 0.92 Mn and March 31, 2024 - INR 2.11 Mn held by ESOP Trust.

** Includes March 31, 2025 - INR Nil and March 31, 2024 - INR 317.36 Mn held as lien by bank against bank guarantees and overdraft limits.

## Funds in transit represents the amount collected from customers (travel buyers) through credit card / debit cards / net banking which is outstanding with the payment service providers as at year-end and credited to the Company's bank account subsequent to year end based on the terms agreed with the Company.

* Funds provided at interest rate of 8% p.a. and would be utilised for general working capital purpose. Further, as per original agreement, the loan was repayable on December 31, 2022. However, On April 19, 2022, the Company has entered into an amendment agreement with the related party and as per amended terms, the loan shall be repayable at the end of two years from the effective date of amendment agreement i.e. on April 18, 2024. During the year ended March 31, 2025, the Company has entered into addendum to loan agreement to increase the term of loan by further 3 years with effect from April 18, 2024.

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of INR 1 per share (March 31, 2024 : INR 1 per share). Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. In the event of liquidation, the equity shareholders are entitled to receive remaining assets of the Company (after distribution of all preferential amounts, if any) in the proportion of equity shares held by the shareholder.

(e) During the year ended March 31, 2024, TBO Korea Holdings Limited and Augusta TBO (Singapore) Pte. Ltd. had transferred 2,825,400 and 4,992,597 equity shares, respectively, of face value of INR 1/- per share to General Atlantic Singapore TBO Pte. Ltd. on October 26, 2023 and subsequent to this, TBO Korea Holdings Limited and Augusta TBO (Singapore) Pte. Ltd. further transferred 2,825,400 and 4,992,597 equity shares, respectively, of face value of INR 1/-per share to General Atlantic Singapore TBO Pte. Ltd. on February 15, 2024. The Board of Directors had approved the said share transfers in the board meeting held on November 4, 2023 and on February 17, 2024 respectively.

Employee Stock Option Reserve (refer note 43)

The Company has stock option schemes under which options to subscribe for the Company's shares have been granted to certain employees including key management personnel. The reserve is used to recognise the grant date fair value of 0ptions issued to employees under TBO Employee Stock Option Scheme 2021 (ESOS 2021).

Treasury Shares (Shares held under ESOP trust)

The Company has created TBO Employee Stock Option Scheme 2021 (ESOS 2021) for providing share-based payment to the employees of the Company and its subsidiaries. ESOS 2021 is the primary arrangement under which shared plan service incentives are provided to certain specified employees of the Company and its subsidiaries. The Company has created TBO Employee Benefit Trust (“ESOP Trust") for providing share based payment to its employees under ESOS 2021. The Company treats ESOP trust as its extension and shares held by ESOP trust are treated as treasury shares.

The equity shares of the Company have been acquired from the existing shareholders of the Company for ESOS 2021 and are held by TBO Employee Benefit Trust (ESOP trust) at cost. Trust will issue and allot shares to employees at the time of exercise of ESOP by employees. Also refer note 17.

The leave obligations cover the Company's liability for earned leave.

The entire amount of provision as at March 31, 2025 - INR 31.54 Mn and March 31, 2024 - INR 26.29 Mn is presented as current, since the Company does not have any unconditional right to defer settlement for any of these obligations beyond 12 months from the reporting date. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.

i) Significant changes in contract liabilities

Contract liabilities includes advance from customers (travel buyers) - March 31, 2025 - INR 672.70 Mn and March 31, 2024 - INR 702.95 Mn, which refers to advance received from customers (travel buyers) for issue of tickets and hotel packages. The Company acts as an agent in such cases, hence, only a part of this advance i.e. Commission income from such advance will be transferred to revenue. Given the nature of transactions, it is impracticable for the Company to determine the amount which should be transferred to revenue for each year.

Contract liabilities also consists advance fees - March 31, 2025 - INR 101.36 Mn and March 31, 2024 - INR 42.54 Mn received from its GDS (Global distribution system) service provider which will be recognised as revenue based on the volume of sales completed by the Company through the GDS.

(ii) Revenue recognised in relation to contract liabilities

The following table shows how much of the revenue recognised in the current year relates to carried-forward contract liabilities consisting of advance fee received from GDS and how much relates to performance obligations that were satisfied in the prior year:

30. Leases

This note provides information for leases where the Company is a lessee. The Company majorly leases office space. Rental contracts are typically made for fixed periods of 2 years to 9 years, but may have extension options.

Extension and termination options

Extension and termination options are included in a number of lease contracts. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations. The majority of extension and termination options held are exercisable mutually by the Company and the respective lessor.

Amounts recognised in standalone balance sheet

Right-of-use assets are measured at cost comprising the following:

? the amount of the initial measurement of lease liability.

? any lease payments made at or before the commencement date less any lease incentives received, if applicable,

? any initial direct costs, if applicable; and

The total cash outflow for leases for the year was INR 133.68 Mn (March 31, 2024 - INR 114.67 Mn).

31. Financial risk management

The Company's principal financial liabilities comprise of borrowings, trade payables, lease liabilities and other payables. These financial liabilities are directly derived from its operations. The Company's principal financial assets include trade and other receivables, and cash and other bank balances that it derive directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. The Company's senior management oversees the management of these risks. The Company's senior management ensures that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.

(A) Credit risk

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. For banks and financial institutions, only independent parties with good credit rating are accepted.

The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external information in accordance with policies and framework set by the management. The compliance with credit limits by customers is regularly monitored by the management. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables and other financial assets. Trade receivables are majorly unsecured and are derived from contracts with customers. The Company has used the expected credit loss model to assess the impairment loss on trade receivables and other financial assets, and has provided it wherever appropriate.

All of the Company's other financial assets measured at amortised cost and the loss allowance recognised during the year was therefore limited to 12 months' expected losses. Management considers instruments to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term (for example, investment grade credit rating with at least one major rating agency).

While cash and cash equivalents and security deposits are also subject to the impairment requirements of Ind AS 109, the identified impairment loss has been provided wherever required. With regards to cash and cash

equivalents and other bank balances, the identified impairment loss is not significant and for other financial assets of the Company, the identified impairment loss has been provided, wherever required.

Refer note 7 for net impairment losses on financial assets

Refer note 9 for expected credit loss under simplified approach and reconciliation

(B) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and maintains adequate source of financing, if required, through the use of short term bank deposits. Processes and policies related to such risks are overseen by senior management.

(i) Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities:

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks majorly includes foreign currency receivables and payables. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in the respective market risks.

Foreign currency risk

The company operates in many countries and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the trade receivables, trade payables and foreign currency forward contracts. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the component's functional currency.

32. Capital management Risk management

For the purposes of the Company's capital management, capital includes equity attributable to the equity holders of the Company and all other equity reserves. The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2025 and March 31, 2024.

(b) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value or are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath.

i) Financial assets and liabilities which are measured at amortised cost

As of March 31, 2025 and March 31,2024, the fair value of trade receivables, cash and cash equivalent and other bank balances, loans, borrowings, other current financial assets and liabilities, trade payables approximate their carrying amount largely due to the short term nature of these instruments.

ii) Financial assets and liabilities which are measured at fair value

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value or are measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath.

**FVOCI - Fair value through other comprehensive income

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

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

There are no transfer of levels during the year.

For other financial assets and liabilities that are measured at amortised cost, the carrying amounts approximate the fair value.

Specific valuation techniques used to value financial instruments include:

For investments in quoted equity instruments - the use of quoted market prices or dealer quotes for similar instruments. For investments in equity shares which are unquoted, valuation has been arrived using the earnings capitalisation method. For derivatives (foreign currency forwards) - the present value of future cash flows based on the forward exchange rates at the balance sheet date."

(b) Defined benefit plans

A. Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

IX The average duration of the defined benefit plan obligation at the end of the March 31, 2025 is 20 years (March 31, 2024: 19 years).

X The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as certified by the Actuary.

XI The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of each reporting period.

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

36. Segment information

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The chief operating decision maker (CODM) are the executive directors and chief financial officer.

The Company's business activities fall within two primary business segment, viz “Air ticketing" and “Hotels and packages". The hotel and packages include other ancillary activities such as car rental, sightseeing etc.

Business segments

The CODM primarily uses a measure of gross profit (see below) to assess the performance of the operating segments. The CODM also receives information about the segment revenue on a monthly basis.

*i) The Company has received an order under section 73 of the Central Goods and Services Act, 2017 in DRC-07 on December 29, 2023 from the Punjab GST officer for Financial Year (“FY”) 2017-18 with a tax demand of INR 0.06 Mn (inclusive of interest and penalty) with respect to the cross charge of the costs (incurred by the branch office) done to the head office on an annual basis instead on a monthly basis. The Company has filed an appeal before the Deputy Excise and Taxation Commissioner (Appeals), Jalandhar, Punjab on March 26, 2024 against the order received. The Company believes that the tax demand will not sustain at the appellate authorities level.

ii) The Company has received an order under section 73 of the Central Goods and Services Act, 2017 in DRC-07 on December 30, 2023 from the Tamil Nadu GST officer for FY 2017-18 on account of mismatch of tax liability reported in GSTR - 1 vs GSTR - 3B, wherein tax demand of INR 0.26 Mn (inclusive of interest and penalty) has been raised. The Company has filed an appeal before the Appellate Deputy Commissioner (ST), GST, Chennai on March 26, 2024 against the order received. The Company believes that the tax demand will not sustain at the appellate authorities level.

##i) The Company received intimation u/s 143(1) of the Income Tax Act, 1961 on March 16, 2019 for Assessment Year 2017-18, wherein the Income Tax Authority raised a demand of INR 0.36 Mn while originally the Company had filed the return for refund of INR 2.41 Mn. The demand was due to error in the computation of total income as the Income Tax Authority added back provision for gratuity twice for INR 7.54 Mn. The Company submitted online rectification request for the same.

During the year ended March 31, 2021, addition in relation to provision for gratuity had been dropped in the order U/s 144C. Further an upward adjustment of INR 24.70 Mn had been proposed U/s 92C(3) for business support services and software license fee charged by the Company to its AE. The Company had filed an application in form 35A containing objections to draft assessment order U/s 144C with the Dispute Resolution Panel (DRP).

During the year ended March 31, 2022, DRP directions were received vide order dated March 30, 2022 confirming an income tax demand of INR 14.87 mn and interest of INR 10.43 Mn in relation to the additions made of INR 22.05 Mn for the business support services and software license fee charge to its AE.

During the year ended March 31, 2023, the Company has filed an appeal before the Income tax Appellate Tribunal (ITAT) on May 23, 2022, including a rectification application before the Assessing Officer on the aforesaid matters. The Company has also filed a stay application on April 29, 2022 before the assessing office with respect to the tax demand raised and both the applications are yet to be disposed of by the Assessing Officer.

The next hearing is scheduled before the ITAT on July 17, 2025. The Company believes that the additions made will not sustain at the appellate authorities level.

ii) The Company received the assessment order u/s 143(3) of the Income Tax Act, 1961 on May 6, 2020 for Assessment Year 2016-17 wherein the Income Tax Authority made an adjustment of INR 0.45 Mn (tax impact of INR 0.13 Mn) u/s 92CA, being the difference between the arm's length price of the interest on the bank guarantee to Associate Enterprises provided by the Company and the actual charges received by the Company. The Company has filed an appeal with the CIT (Appeal) on May 21, 2020, which was dismissed by the CIT(A) later. In the current period, the Company has filed an appeal before the ITAT against the order of the CIT(A). The Company has received a notice for hearing from the ITAT and the matter is scheduled before the ITAT on November 26, 2024. The matter was heard and the ITAT vide its order dated November 28, 2024 allowed the claim of the Company. The Company has filed an appeal effect application before the tax officer to give effect to the order of the ITAT.

iii) The Company received the final assessment order for Assessment Year 2020-21 under section 143(3) read with section 144B of the Income Tax Act, 1961 dated September 21, 2022, wherein the Income tax authorities have made additions of INR 1.50 Mn with respect to the documentary evidence of the donation made by the Company to IIT Delhi and have raised a tax demand of INR 2.07 Mn. The detailed working of said demand has not been received. The Assessing officer has also considered the CPC adjustment proposed earlier of INR 4.66 Mn towards reporting of GST Payable under section 43B and ESI under section 36(1)(va) for this year against which the Company had already responded to the CPC.

The Company filed an appeal before the CIT(A) on October 31, 2022 with respect to the additions made and also filed an application for stay of demand before the Assessing Officer. The Company believes that the additions made will not sustain at the appellate authorities level. In the current period, the CIT(A) vide order dated July 16, 2024 has dismissed the disallowance of donations made by the Company to IIT Delhi; however has declined to adjudicate on the second ground of CPC adjustments made earlier towards GST payable under section 43B and ESI under section 36(1)(va). The Company has filed an appeal before the ITAT on September 13, 2024. The Company believes that the additions made will not sustain at the appellate authorities level. The matter was heard and the ITAT vide its order dated March 18, 2025 allowed the claim of the Company. The Company has filed an appeal effect application before the tax officer to give effect to the order of the ITAT.

iv) The Company received the final assessment order for Assessment Year 2022-23 under section 143(3) read with section 144B of the Income Tax Act, 1961 dated March 23, 2024, wherein the Income tax authorities have concluded the assessment with INR Nil additions. However a tax demand of INR 0.02 Mn has been raised against which the Company has filed a rectification application dated April 11,2024 to consider the taxes already deposited by the Company, pursuant to which the tax demand will be nullified.

**Related to claim by a customer on performance of services and related damages.

Notes:

(a) It is not practicable for Company to estimate the timing of cash outflow, if any, in respect of the above pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

Commitments

Capital expenditure contracted on account of property, plant and equipment at the end of the reporting period but

not recognised as liabilities are : as at March 31, 2025 - INR 0.47 Mn (March 31, 2024 - INR Nil).

* This represents 2% average net profit (computed in accordance with provision of section 198 of Companies Act, 2013) of the Company, made during the 3 immediately preceding financial years, in pursuant of its corporate social responsibility policy.

** Includes INR 3.10 Mn relates to the ongoing project of which, INR 1.13 Mn, which should have transferred to unspent CSR account within 30 days from the end of the financial year and such amount which have been transferred to unspent CSR account shall be spent by the Company for such ongoing project but instead of transferring amount first to unspent CSR account and then spending it for ongoing project, the Company directly transfer such amount to educational institution and the remaining amount of INR 1.97 Mn was deposited in separate bank account to be utilised in subsequent years for CSR activities as per CSR provisions.

# For the year ended March 31,2024 - includes excess amount spent in the previous year carry forwarded.

40. On May 13, 2022, the Enforcement Directorate (“ED") conducted a search at one of the office premises of the Company in Gurgaon. As per information provided by ED team, the search was carried out to investigate certain transactions made on the TBO Portal by certain third party individuals and their associated Companies/associates. These individuals along with their associated Companies/associates had purportedly committed offenses of money laundering. The ED collected various information including but not limited to email dumps of some officials along with data regarding financial transactions with some travel buyers available on the Company's database. As per the Company's legal advisor, a complaint/chargesheet was filed in the Special CBI court in

Kolkata regarding the above matter for the alleged offence of money laundering under Section 44(1)(b) of the PMLA Act, 2002 and based on the review of the chargesheet by the legal advisor neither the Company nor any directors/employees of the Company have been charged with any offence.

The Company had received summons under Sections 37(1) and (3) of Foreign Exchange Management Act (“FEMA") requesting information but not limited to transactions with persons/companies/travel agents residing outside of India. The Company had responded to these summons.

Pursuant to a complaint under section 16(3) of FEMA dated September 13, 2023 filed by the ED, a show-cause notice dated September 19, 2023 was issued by the Special Director to the Company, the Joint Managing Directors and others. The Complaint alleged, among other things, that the Company permitted foreign travel agents to book tickets with airlines and accept payments for such services in Indian Rupees from parties other than to whom services were rendered, which is in violation of Section 3(c) read with Section 42(1) of the FEMA to the extent of INR 493.70 Mn. The Company identified total amounts of contravention including transaction with other customers was INR 712.25 Mn. Section 13 of FEMA 1999 provides for maximum penalty of thrice of amount involved in contravention.

The Company had filed an application for compounding (‘compounding application') this matter with the Reserve Bank of India ('RBI') pursuant to Rule 4 of the Foreign Exchange (Compounding Proceedings), Rules, 2000 during the year ended March 31, 2024. In response to the above mentioned compounding application, the RBI directed the Company to regularise the transactions by way of obtaining either post facto approvals from the RBI or unwinding the transactions. The Company further filed an application with the AD banker requesting post facto approvals of these transactions, who had further written to the Foreign Exchange Department of RBI requesting post facto approvals. In July 2024 and October 2024, AD banker received few queries from RBI and based on inputs from the Company, response to the same were duly filed by the AD banker. On April 7, 2025, Foreign Exchange Department of RBI has communicated to AD banker that request for post-facto approval could not be acceded to by the RBI. The Company is evaluating options including refiling of post-facto approval and subsequent filing of fresh compounding application with RBI as well as other options available as per law. Once the post-facto approval is received, the Company will file a fresh compounding application with the RBI.

If the compounding application is accepted by the compounding authority, it is estimated that a total compounding penalty of INR 16.16 Mn shall be levied on the Company and its two Directors and which shall be payable in line of the Guidance Note prescribed in RBI Master Direction. The final outcome of this matter and the related impact on the financial statements cannot be ascertained at this stage. Pending final outcome of this matter, no adjustments have been made to these standalone financial statements for the year ended March 31, 2025.

41. As per the Central Goods and Services Act (“CGST") Act, 2017, every e-commerce operator, not being an agent, is required to collect an amount called as Tax Collection at Source (TCS), as notified, of the net value of taxable supplies made through it, where the consideration with respect to such supplies is to be collected by such operator. The Company is dependent on the Airlines for the net value of taxable supplies and accordingly, the TCS calculated and deposited once the airlines confirms the net value of the taxable supplies. As a result of delays from the airlines in providing the value of the taxable supplies, there are delays in depositing TCS to the appropriate authorities. This TCS is reimbursed by the airlines post depositing the TCS by the Company. As on March 31, 2025 - there is a recoverable on account of TCS from Airlines amounting to INR 64.51 Mn (March 31, 2024-INR 248.70 Mn) included in "other receivables from airlines" (refer note 7).

42. Exceptional items are those which are considered for separate disclosure in the financial statements considering their size, nature or incidence.

(a) During the year ended March 31, 2024, the Company had given certain advances to Go Airlines (India) Limited ('Go Air') towards purchase of tickets. On May 10, 2023, the National Company Law Tribunal, Delhi Bench (‘NCLT') admitted Go Air's application for voluntary insolvency proceedings under the Insolvency and Bankruptcy Code 2016, and NCLT has also appointed an Insolvency Resolution Professional (IRP) to revive the airline and manage its operations. As at March 31, 2024, the sale of tickets has been suspended and flights are yet to resume for Go Air. As part of the claims process, on May 24, 2023, the Company has filed a claim with

the IRP for recovery of outstanding balances. Further, considering the position of Go Air, the Company has written off these advances outstanding as at March 31, 2024 amounting to INR 81.02 Mn and disclosed this as 'exceptional item' in the statement of standalone financial results.

(b) During the year ended March 31,2024, the Company has made provision for impairment in value of investment in subsidiary company, TBO Cargo Private Limited of INR 5.00 Mn. Further, the Company had also given intercompany loans to TBO Cargo Private Limited in previous years amounting to INR 104.71 Mn. The Company, considering that TBO Cargo Private Limited has negative net worth as on March 31, 2025, due to continuous losses incurred by the entity, the Company may not be able to recover the loan given to TBO Cargo Private Limited upto the value of negative net worth of the entity. Accordingly, during the year, the Company has made provision of INR 11.09 Mn (Upto March 31, 2024 - INR 62.02 Mn) on such loan. The Company has created deferred tax assets of INR 19.66 Mn (Upto March 31, 2024 - INR 16.87 Mn) on such provisions.

43. Share based payments

The shareholders of the Company at the Annual General Meeting held on September 29, 2021 have approved the TBO Employee Stock Option Scheme 2021 (ESOS 2021) with amendments to this scheme being approved in the ExtraOrdinary General Meeting held on December 1, 2021. Further the Board of Directors of the Company in the Board Meeting held on September 29, 2021 have also approved the set up of TBO Employee Benefit Trust for implementation of the TBO Employee Stock Options Scheme 2021.

The purpose of ESOS 2021 is to attract and retain talented employees of the Company and its subsidiaries and create wealth in the hands of employees of the Company and its subsidiaries. The aggregate number of Equity Shares to be issued/transferred under ESOS 2021, upon exercise, shall not exceed 3,908,999 Equity Shares. Options are granted at such price and on performance rating, period of service, rank or designation or such other parameters decided by the Compensation Committee, from time to time. There are no vesting conditions once the options are granted apart from the fact that the employees are in service in the vesting period. These options are equity settled and are accounted for in accordance with the requirement applying to equity settled transactions.

The following share based arrangements were in existence during the year that are pertaining to the Company and its subsidiaries (including step down subsidiaries):

The options can be exercised within 5 years from the date of vesting. The expected life of the option is based on current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

46. The Company has been sanctioned credit facilities (including overdraft facility and bank guarantees) in the ordinary course of its business. These credit facilities are secured by fixed deposits and first pari passu charge is created in favour of banks on all current assets of the Company. Stock statements for each quarter (including revised returns/statement, if any) filed by the Company till the date of this report are in agreement with the unaudited books of account of the Company of the respective quarters.

47. Additional regulatory information required by Schedule III:

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

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

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

(v) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) 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.

(vi) The Company has not received any fund from any person(s) or entity(ies), 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.

(vii) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

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

(ix) 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.

(x) There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(xi) Audit trail

The Company have used accounting software and certain other related software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that:

- for one of the applications where the audit trail has not been enabled in respect of a master data for the period April 01, 2024 to September 19, 2024.

- audit trail feature is not enabled at database level insofar as it relates to the accounting software.

Further, no instance of audit trail feature being tampered with was noted in respect of the above software. Server backup

The Company has kept proper books of account as required by law except backup of the books of account of one particular software in electronic mode has not been maintained on servers physically located in India.

48. During the year ended March 31, 2025, the Company completed its Initial Public Offer (IPO) of 16,856,623 equity shares of face value of INR 1 each at an issue price of INR 920 per share comprising fresh issue of 4,347,826 equity shares aggregating to INR 4,000.00 Mn and offer for sale of 12,508,797 equity shares aggregating to INR 11,508.09 Mn by selling shareholders, resulting in equity shares of the Company being listed on National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE).

The total offer expenses are estimated to be INR 731.92 Mn (inclusive of taxes) which are allocated between the Company (INR 189.36 Mn) and selling shareholders (INR 542.56 Mn). Such amounts were allocated based on agreement between the Company and selling shareholders and in proportion to the total proceeds of the IPO. Out of the Company's share of expenses, INR 109.42 Mn has been adjusted with Securities Premium.

* The amount to be utilized for unidentified inorganic acquisitions and general corporate purposes shall not exceed 35% of the Gross Proceeds. The amount utilised for general corporate purposes alone shall not exceed 25% of the Gross Proceeds.

** IPO proceeds which were unutilised as at March 31, 2025 were temporarily invested in fixed deposits with scheduled commercial banks. *** During the year ended March 31, 2025, the Company has transferred INR 989.61 Mn to its subsidiary Tek Travels DMCC as share application money, which is pending allotment, and the same has been considered as unutilised as the subsidiary company is yet to spend the amount on the purposes as mentioned above.