2.17 Provisions
A provision is recognized when the Company has a present
obligation as a result of past event, it is probable that an outflow
of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate can be made of the
amount of the obligation.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability When discounting
is used, the increase in the provision due to the passage of time
is recognized as a finance cost.
These estimates are reviewed at each reporting date and
adjusted to reflect the current best estimates.
Where the Company expects some or all of a provision to be
reimbursed, the reimbursement is recognized as a separate
asset but only when the reimbursement is virtually certain. The
expense relating to any provision is presented in the standalone
statement of Profit and Loss net of any reimbursement.
2.18 Contingent liabilities
A disclosure for a contingent liability is made when there is
a possible obligation or a present obligation that may but
probably will not, require an outflow of resources. When there is
a possible obligation or a present obligation in respect of which
the likelihood of outflow of resources is remote, no provision or
disclosure is made. A contingent liability also arises in extremely
rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably
2.19 Cash and cash equivalents
Cash and cash equivalents for the purposes of cash flow
statement comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less
(that are readily convertible to known amounts of cash and
cash equivalents and subject to an insignificant risk of changes
i n value). However, for the purpose of the standalone statement
of Cash Flows, in addition to above items, any bank overdrafts
/ cash credits that are integral part of the Company's cash
management, are also included as a component of cash and
cash equivalents.
2.20Events after the reporting period
If the Company receives information after the reporting period,
but prior to the date of approved for issue, about conditions
that existed at the end of the reporting period, it will assess
whether the information affects the amounts that it recognises
in its financial statements. The Company will adjust the
amounts recognised in its financial statements to reflect any
adjusting events after the reporting period and update the
disclosures that relate to those conditions in light of the new
information. For non-adjusting events after the reporting period,
the Company will not change the amounts recognised in its
financial statements, but will disclose the nature of the non¬
adjusting event and an estimate of its financial effect, or a
statement that such an estimate cannot be made, if applicable.
3. SIGNIFICANT ACCOUNTING ESTIMATES AND
ASSUMPTIONS
The estimates used in the preparation of the said standalone
financial statements are continuously evaluated by the
Company and are based on historical experience and various
other assumptions and factors (including expectations of future
events), that the Company believes to be reasonable under
the existing circumstances. The said estimates are based on
the facts and events, that existed as at the reporting date, or
that occurred after that date but provide additional evidence
about conditions existing as at the reporting date. Although the
Company regularly assesses these estimates, actual results
could differ materially from these estimates - even if the
assumptions underlying such estimates were reasonable when
made, if these results differ from historical experience or other
assumptions do not turn out to be substantially accurate. The
changes in estimates are recognized in the standalone financial
statements in the period in which they become known.
The key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date, that
have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year, are described below Actual results could differ
from these estimates.
a. Impairment reviews
I mpairment exists when the carrying value of an asset
or cash generating unit exceeds its recoverable amount,
which is higher of value in use and fair value less cost
to sell. The Company first determines value in use to
calculate recoverable amount. If value in use calculation
indicates impairment, then fair value less cost to sell is
also determined. The value in use calculation is based on
a DCF model. The cash flows are derived from the budget
approved by the management for the next five years and
do not include restructuring activities that the Company
is not yet committed to or significant future investments
that will enhance the performance of the assets of the
CGU being tested. After budget period, cash flow is
determined based on extrapolation. The value in use is
sensitive to the discount rate used for the DCF model as
well as the expected future cash-inflows and the growth
rate used for extrapolation purposes. These estimates
are most relevant to goodwill and other intangibles with
indefinite useful lives recognised by the Company.
The key assumptions used to determine the recoverable
amount for the CGUs, including sensitivity analysis, are
disclosed and further explained in Note 2.
The Company tests goodwill for impairment annually on
March 31 and whenever there are indicators of impairment.
b. Measurement of Expected Credit Loss (ECL) for
uncollectible trade receivables and contract assets
The Company uses a provision matrix to calculate ECLs
for trade receivables and contract assets. The provision
matrix is initially based on the Company's historical
observed default rates. The Company calibrates the
matrix to adjust the historical credit loss experience with
forward-looking information. At every reporting date, the
historical observed default rates are updated and changes
in the forward-looking estimates are analyzed (refer note
29).
c. Loyalty programs
Customers are entitled to loyalty points on certain
transactions that can be redeemed for future qualifying
transactions. The Company estimates revenue allocation
between the loyalty program and the other components
of the sale with assumptions about the expected
redemption rates. The Company considers the likelihood
that the customer will redeem the points. The Company
updates its estimates of the points that will be redeemed
in the future and any adjustments to the contract liability
balance are charged against revenue.
d. Taxes
Deferred tax assets are recognized for all unused tax
losses to the extent that it is probable that taxable
profit will be available against which the losses can be
utilized. Significant management judgment is required to
determine the amount of deferred tax assets that can be
recognized, based upon the likely timing and the level
of future taxable profits, future tax planning strategies
and recent business performances and developments.
The Company has not recognized deferred tax asset on
unused tax losses and temporary differences in most of
the subsidiaries of the Company Refer to Note 36.
e. Defined benefit plans
The costs of post-retirement benefit obligation under the
Gratuity plan are determined using actuarial valuations. An
actuarial valuation involves making various assumptions
that may differ from actual developments in the future.
These include the determination of the discount rate,
future salary increase, mortality rates and future pension
increases. Due to the complexities involved in the valuation
and its long term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date (refer
to note 25).
f. Estimating the incremental borrowing rate
The Company cannot readily determine the interest rate
implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR is
the rate of interest that the Company would have to pay to
borrow over a similar term, and with a similar security, the
funds necessary to obtain an asset of a similar value to the
right-of-use asset in a similar economic environment. The
IBR therefore reflects what the Company 'would have to
pay', which requires estimation when no observable rates
are available or when they need to be adjusted to reflect
the terms and conditions of the lease. The Company
estimates the IBR using observable inputs (such as
market interest rates) when available.
g. Useful life of Intangible assets
The useful lives of Company's intangible assets are
determined by management at the time the asset is
acquired based on historical experience, after considering
market conditions, industry practice, technological
developments, obsolescence and other factors. The
useful life is reviewed by management periodically,
including at each financial year end. The lives are based
on historical experience with similar assets as well as
anticipation of future events, which may impact their life,
such as changes in technology
h. Recognition of variable consideration incentives
pertaining to air ticketing
The Company receives incentives from Global
Distribution System (“GDS”) providers for achieving
minimum performance thresholds of ticket segments
sales over the term of the agreement. The Company
does not have a right to payment until the ticket segment
thresholds as agreed are met. The variable considerations
(i.e. incentives) to be included in the transaction price is
estimated at inception and are adjusted at the end of
each reporting period as additional information becomes
available only to the extent that it is highly probable that
a significant reversal in the amount of cumulative revenue
recognised will not occur when the uncertainty associated
with the variable consideration is subsequently resolved.
For doing such assessment, management considers
various assumptions which primarily includes the
Company's estimated air ticket sales growth rates and the
impact of marketing initiatives on the Company's ability
to achieve sales targets set by the GDS providers. These
assumptions are forward looking and could be affected
by future economic and market conditions.
4. STANDARDS ISSUED BUT NOT EFFECTIVE UNTIL THE
DATE OF AUTHORIZATION FOR ISSUANCE OF THE
SAID STANDALONE FINANCIAL STATEMENTS
There are no standards that are notified and not yet effective
as on April 1, 2025.
A trade receivable is a right to consideration that is unconditional and receivable over passage of time. Trade receivables are non-interest
bearing and are generally on terms of 30 to 90 days.
The trade receivables primarily consist of amounts receivable from airlines, hotels, corporates and retail customers pertaining to the
transaction value.
The Company, pursuant to an arrangement with bank, discounted certain of its trade receivables on a recourse basis. The receivables discounted
were mutually agreed upon with the bank after considering the creditworthiness and contractual terms with the customer. The duration of
discounting are generally on terms of upto 90 days. The Company collects the contractual cash flows from its trade receivable and passes
them on to its bank. In case of default by customers, the Company will be solely liable to repay to bank. The Company has not transferred
substantially all the risks and rewards of ownership of such receivables discounted to the bank, and accordingly, the same were not derecognized
in the balance sheet. The amount payable to the bank is disclosed as a financial liability As on March 31, 2025, the amount of trade receivables
discounted to banks amounts to INR 2,461 (March 31, 2024: INR 2,939) and financial liability pursuant to factoring arrangement amounts to
INR 2,215 (March 31, 2024: INR 2,645) (Refer to note 14 for details).
No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Not any
trade or other receivable are due from firms or private companies respectively in which any directors is a partner, a director or a member.
The Company's exposure to credit and currency risk is disclosed in Note 29.
The movement in the allowance for doubtful debts and amounts impaired in respect of trade and other receivables during the year was
as follows:
Sales bill discounting & Overdraft*
The Company has facility of INR 3,000 (March 31, 2024: INR 3,000) from Axis Bank. The facility is fully secured against exclusive charge on
specific receivables discounted by Axis Bank, pari passu charges on the entire other current assets and all movable fixed assets of the Company,
both present and future and cash margin in the form of fixed deposits for 20% of the facility. As on March 31, 2025, the Company has utilised
INR 1,444 (March 31, 2024: INR 259) out of the above facility.
The Company has a facility of INR 3,000 (March 31, 2024: INR 2,000) from Federal Bank. The facility is fully secured against exclusive charge
on specific receivables discounted by Federal Bank, pari passu charges on the entire other current assets and all movable fixed assets of the
Company, both present and future and cash margin in the form of fixed deposits for 20% of the facility As on March 31, 2025, the Company
has NIL (March 31, 2024: INR 1,183) utilisation out of the above facility
The Company has a facility of INR 3,000 (March 31, 2024: INR 2,500) from IDFC Bank. The facility is fully secured against exclusive charge
on specific receivables discounted by IDFC Bank, pari passu charges on the entire other current assets and all movable fixed assets of the
Company, both present and future and cash margin in the form of fixed deposits for 20% of the facility As on March 31, 2025, the Company
has utilised INR 1,220 (March 31, 2024: INR 1,203).
The Company has a facility of INR 2,000 (March 31, 2024: INR Nil) from Yes Bank. The facility is fully secured against exclusive charge on
specific receivables discounted by Yes Bank, pari passu charges on the entire other current assets and all movable fixed assets of the Company,
both present and future and cash margin in the form of fixed deposits for 20% of the facility As on March 31, 2025, the Company has utilised
INR Nil (March 31, 2024: INR Nil) out of the above facility
Bank Guarantee*
The Company has facility of INR 1,500 (March 31, 2024 Nil) from ICICI Bank and INR 500 from IDFC. The facility is secured by pari passu
charges on the entire current assets (except ones specifically discounted from other banks) and all movable fixed assets of the Company,
both present and future and cash margin in the form of fixed deposits for 20% of the facility As on March 31, 2025, the Company has utilised
INR 1,210 out of the above facility.
*Refer to note 10 for detail of discounted receivables.
Vehicle loan
This includes the vehicles taken on loan by the Company Refer to Note 5. Further some loan are secured by term deposits. Refer Note 8B
The Company has used the borrowings from banks and financial institutions for general corporate purposes for which such term loan was taken.
Non Convertible Debentures
Non Convertible Debentures from Blacksoil Capital Pvt. Ltd. & Black Soil India Credit fund ("Blacksoil")
Non Convertible Debentures from Blacksoil Capital Pvt. Ltd. & Black Soil India Credit fund ("Blacksoil")
In the financial year ended March 31, 2023 Yatra Online Limited had issued 600 unlisted, secured, redeemable, and non-convertible debentures
(NCDs) of a nominal value of INR 5,00,000 each, issued and allotted by the Company on a private placement basis to Blacksoil aggregating
to INR 3,000. These NCDs were to be redeemed with Interest @ 14.25% p.a. during a period of thirty months from the date of allotment
(December 20, 2022). The first repayment of principal commenced on August 31, 2023 and interest payment started from December 31,
2022. Post 12 months from the allotment date, till the time amount payable to Blacksoil is atleast INR 200, Yatra Online Limited had the right
(but not the obligation) to redeem any or all of the NCDs by paying all outstanding amounts. Any prepayment will attract premium of 2%
on the amount being redeemed/prepaid. These NCDs were secured against the first pari-passu charge over the movable fixed assets and
current assets (both present and future). During the financial year ended March 31, 2024, Company had exercised the right to redeem in full
600 unlisted, secured, redeemable, and non-convertible debentures (NCDs) of a nominal value of INR 5,00,000 each, issued and allotted by
the Company on a private placement basis to Blacksoil aggregating to INR 3,000. The right has been exercised on January 31, 2024 and the
amount outstanding on the date of redemption was 2,318.
During the financial year ended March 31, 2024, the Company had issued 400 unlisted, secured, redeemable, and non-convertible debentures
(NCDs) of a nominal value of INR 5,00,000 each, issued and allotted by the Company on a private placement basis to Blacksoil aggregating
to INR 2,000. These NCDs shall be redeemed with Interest @ 14.25% p.a. during a period of thirty months from the date of allotment (August
18, 2023). The first repayment of principal shall commence on April 30, 2024 and interest payment started from August 31, 2023. Post 12
months from the allotment date, till the time amount payable to Blacksoil is atleast INR 200, the Company shall have the right (but not the
obligation) to redeem any or all of the NCDs by paying all outstanding amounts. Any prepayment will attract premium of 2% on the amount
being redeemed/prepaid. These NCDs have been secured against the first pari-passu charge over the movable fixed assets and current assets
(both present and future).
During the financial year ending March 31, 2025, Company has exercised the right to redeem in full 400 unlisted, secured, redeemable, and non¬
convertible debentures (NCDs) of a nominal value of INR 5,00,000 each, issued and allotted by the Company on a private placement basis to
Blacksoil aggregating to INR 2,000. The right has been exercised on August 20, 2024 and the entire amount outstanding has been redeemed.
There are no defaults as on reporting date in repayment of principal and interest.
The Company is not required to file quarterly returns or statements of current assets with banks or financial institutions as per the terms of
agreements with the respective banks
For the purpose of the Company's capital management, capital includes issued capital, share premium and all other equity reserves attributable
to the equity holders. The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and
healthy capital ratios in order to support its business and maximise the shareholder's value.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial
covenants attached to its interest-bearing loans and borrowings that form part of its capital structure requirements. Breaches in the financial
covenants could permit the bank to immediately call interest-bearing loans and borrowings.
During the financial year ended March 31, 2024, the Company had raised additional capital through intial public offer (IPO).
The Company manages its capital structure and makes adjustments to it, 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, return
capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended March 31,
2025 and March 31, 2024.
The Company's activities are exposed to variety of financial risk; credit risk, liquidity risk and foreign currency 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. The Company reviews and agrees on policies for managing each of these risks which are summarized
below :
a) Credit risk
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with
banks and financial institutions, foreign exchange transactions and other financial instruments.
The Company has given loans to subsidiary companies (March 31, 2024: to joint venture). Credit quality of a subsidiary company/ joint
venture is assessed based on management assessment of the expected credit loss under Ind AS 109.
b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an
adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying
businesses, the entity aims to maintain flexibility in funding by keeping committed credit lines available.
The Company manages liquidity by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and financial liabilities.
The following tables set forth the Company's financial liabilities based on expected and undiscounted amounts as at March 31, 2025
and March 31, 2024
Allowance for doubtful debts mainly represents amounts due from airlines, hotels and customers. Based on historical experience, the
Company believes that no impairment allowance is necessary, except for as disclosed in note 24, in respect of trade receivables.
Term deposits and bank balances
Balances with banks are managed by the Company's management in accordance with the approved policy Investments of surplus
funds are made only with approved counterparties. Counterparty credit limits are reviewed by the management on an annual basis.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to
make payments.
Security deposits
The Company gives deposits to landlords for leased premised. The deposits are interest-free and the Company does not envisage any
credit risk on account of the above security deposits.
Based on the past performance and current expectations, the Company believes that the cash and cash equivalents and cash generated
from operations will satisfy the working capital needs, funding of operational losses, capital expenditure, commitments and other
liquidity requirements associated with its existing operations through at least the next 12 months. In addition, there are no transactions,
arrangements and other relationships with any other person that are reasonably likely to materially affect or the availability of the
requirement of capital resources.
c) Foreign currency risk
Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange
rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and
cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the
Company's operating, investing and financing activities.
The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates. Any change in the exchange rate
of USD, GBP and SGD against currencies other than INR is not expected to have significant impact on the Company's profit or loss.
Accordingly, a 5% appreciation of the USD, GBP and SGD currency as indicated below, against the INR would have decreased loss by the
amount shown below; this analysis is based on foreign currency exchange rate variances that the Company considered to be reasonably
possible at the end of reporting period. The analysis assumes that all other variables remain constant.
*These represent claims made by the customers due to service related issues, which are contested by the Company and are pending in various District
Consumer Redressal Forums in India. Also these include demand raisedunder Section 6 of The Employees’ Provident Fund and Misc. Provisions Act,1952
for the financial year 2017-18 and 2018-19. The management does not expect these claims/ demands to succeed and, accordingly, no provision has
been recognised in the standalone financial statements.Therefore the same has been classified as a contingent liability.
** Service tax demand includes:
- INR 75 (March 31, 2024: INR 75) represents service tax demand for the period April 2007 to March 2015. The Company has filed appeals before
CESTAT, Chandigarh
- INR 39 (March 31, 2024: INR 39) represents dispute on service tax refund which is pending before “The Commissioner Appeals, Central Excise & GST,
Gurugram, Haryana” for the year 2018-19.
The management does not expect these claims to succeed and, accordingly, no provision has been recognised in the financial statements.Therefore the
same has been classified as a contingent liability"***GST tax demand includes: INR 23 (March 31, 2024: INR Nil), represents show cause cum demand
notices raised by GST authorities for claiming excess ITC in FY 2020-21. The management does not expect these claims to succeed and, accordingly, no
provision has been recognised in the financial statements.Therefore the same has been classified as a contingent liability.
c) Lease commitment - Company as lessee
As lessee, the Company's obligation arising from non cancellable lease are mainly related to lease agreement for real estate.
There were no short term non-cancellable lease contract outstanding as at March 31, 2025 and March 31, 2024.
During the year ended March 31, 2025, INR 29 (March 31, 2024: INR Nil) was recognized as rent expense under other expenses in the
standalone statement of profit or loss in respect of short term leases (refer note 38).
31. SEGMENT INFORMATION
For management purposes, the Company is organized into lines of business (LOBs) based on its products and services and has three reportable
segments as mentioned below. The LOBs offer different products and services, and are managed separately because the nature of products
and/ or methods used to distribute the services are different. For each of these LOBs, the Chief Executive Officer (CEO) reviews internal
management reports for making decisions related to performance evaluation and resource allocation. Thus, the CEO is construed to be the
Chief Operating Decision Maker (CODM). The CODM uses Adjusted Margin, a non IND AS measure, to assess segment profitability and in
deciding how to allocate resources and in assessing performance. The Adjusted Margin is arrived at by (i) adding back customer inducement
costs including customers incentives, customer acquisition cost and loyalty program costs, which are recorded as a reduction of revenue, and
(ii) reducing service costs, from the ‘Revenue as per IND AS - Rendering of services.’
The following summary describes the operations in each of the Company’s reportable segments:
1. Air Ticketing: Through internet, mobile based platform and call-centers, the Company provides the facility to book and service international
and domestic air tickets to ultimate customers through B2C (Business to Consumer), Business to Enterprise (B2E) and B2B2C (Business
to Business to Consumer) channels.
2. Hotels and Packages: Through an internet and mobile based platform and call-centers, the Company provides holiday packages and
hotel reservations. For internal reporting purpose, the revenue related to Airline Ticketing issued as a component of Company developed
holiday package is assigned to Hotel and Package segment and is recorded on a gross basis. The hotel reservations form integral part
of the holiday packages and, accordingly, is treated as one reportable segment due to similarities in the nature of services.
3. Other services primarily include the income from sale of rail and bus tickets and income from freight forwarding services. The Other
services do not meet any of the quantitative thresholds to be a reportable segment for any of the periods presented in these financial
statements. However, management has considered this as the reportable segment and disclosed it separately, since the management
believes that information about the segment would be useful to users of the financial statements.
Restricted Stock Unit Plan (RSU))/ Performance Stock Unit Plan (PSU)
During the year ended March 31, 2021, Ultimate Holding Company pursuant to the 2016 Plan had approved a grant of: 687,857 RSUs,
out of these 6,14,160 RSUs granted to employee of the company, vesting of these RSUs would commence from July 1, 2020 with first
vesting equivalent to equal monthly installments over a period of four years, with last such vesting on June 30, 2024.
During the year ended March 31, 2021, Ultimate Holding Company pursuant to the 2016 Plan had approved a grant of: 16,09,934 PSUs,
out of these 15,37,684 PSUs granted to employee of the company, vesting of these PSUs is [inked to the performance of the Ultimate
Holding company's share price and the trigger price points range from $1.80 to $10.00.
During the year ended March 31, 2022, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 692,000 RSUs,
out of these 6,07,250 RSUs granted to employee of the company, vesting of these RSUs would commence from September 4, 2021 with
first vesting equivalent to equal monthly installments over a period of four years, with last such vesting on March 1, 2025. Out of these
29,793 RSUs have been considered vested on grant date.
During the year ended March 31, 2022, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 1,280,154 PSUs,
out of these 1,207,904 PSUs granted to employee of the company, vesting of these PSUs is [inked to the performance of the share price
of ultimate holding company and the trigger price points range from $2.50 to $4.00.
During the year ended March 31, 2023, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 649,500 RSUs,
out of these 6,15,500 RSUs granted to employee of the company, vesting of these RSUs would commence from May 19, 2022 with first
vesting equivalent to equal monthly installments over a period of four years, with last such vesting on March 1, 2026.
During the year ended March 31, 2023, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 1,248,185 PSUs,
out of these 1,219,413 PSUs granted to employee of the company, vesting of these PSUs is [inked to the performance of the share price
of ultimate holding company and the trigger price points range from $2.50 to $4.00.
During the year ended March 31, 2023, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 84,000 RSUs,
out of these 84,000 RSUs granted to employee of the company, vesting of these RSUs would commence from September 22, 2022
with first vesting equivalent to equal monthly installments over a period of four years, with last such vesting on September 1, 2026
During the period ended March 31, 2024, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 475,876 RSUs,
out of these 450,563 RSUs granted to employee of the company, vesting of these RSUs would commence from April 1, 2023 with first
vesting equivalent to equal monthly installments over a period of three years, with last such vesting on March 31, 2026.
During the period ended March 31, 2024, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 167,873 RSUs,
out of these 167,873 RSUs granted to employee of the company, these RSUs would fully vested on September 1, 2023.
During the period ended March 31, 2024, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 1,248,184
PSUs, out of these 1,219,412 PSUs granted to employee of the company, vesting of these PSUs is [inked to the performance of the share
price of u[timate ho[ding company and the trigger price points range from $2.75 to $4.25.
During the year ended March 31, 2025, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 300,000 RSUs,
out of these 300,000 RSUs granted to employee of the company, vesting of these RSUs would commence from April 1, 2024 with first
vesting equivalent to equal monthly installments over a period of three years, with last such vesting on March 31, 2027.
During the period ended March 31, 2025, Ultimate Holding Company pursuant to the ”2016 Plan” had approved a grant of: 1,025,640
PSUs, out of these 1,025,640 PSUs granted to employee of the company, vesting of these PSUs is [inked to the performance of the share
price of u[timate ho[ding company and the trigger price points range from $2.75 to $4.25.
2016 Stock Option and Incentive Plan (the "2016 Plan”)
During the year ended March 31, 2018, the ultimate holding company pursuant to the ”2016 Plan", granted 197,749 options to purchase
ordinary shares of the ultimate holding company. Out of 197,749 options, 165,174 options were granted to the employees of the Company.
These share options will vest over a period of four years in equal quarterly installments, with first such vesting on February 1, 2018
equivalent to one-sixteenth of the total number of stock options and with the last such vesting on November 1, 2021.
During the year ended March 31, 2021, the ultimate holding company pursuant to the "2016 Plan", granted 4,66,100 options to purchase
ordinary shares of the ultimate holding company. Out of 4,66,100 options, 3,16,063 options were granted to the employees of the
Company. These share options will vest over a period of four years in equal quarterly installments, with first such vesting on January 1,
2021 equivalent to 1/16th of the total number of stock options and with the last such vesting on October 01, 2024.
38 LEASE
The Company has lease contracts for various items of buildings, other equipment used in its operations. Leases of buildings generally
have lease terms between 2 and 9 years, while other equipment generally have lease terms of 3 years. The Company obligations under
its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the
leased assets. There are several lease contracts that include extension and termination options and variable lease payments, which are
further discussed below.
The Company also has certain leases of buildings with lease terms of 12 months or less. The Company applies the 'short-term lease'
recognition exemptions for these leases (refer note 30).
iv. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed
as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961).
vi. The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.
vii. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for
holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
viii. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies
(Restriction on number of Layers) Rules, 2017.
ix. The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
x. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
42. AUDIT TRAIL
In regard to accounting software managed by the entity
The Company has used certain accounting softwares for maintaining its books of account which has a feature of recording audit trail
(edit log) facility, except that audit trail feature was not enabled at the database level in respect of certain accounting softwares to log
any direct data changes.
Further, to the extent enabled, audit trail feature has operated throughout the year for all relevant transactions recorded in the accounting
softwares. Also, we did not come across any instance of audit trail feature being tampered with.
43 On August 12, 2024, the Board of Directors of Yatra Online Limited (“Holding Company”), approved a Composite Scheme of Amalgamation
(“Scheme”) involving the Company (the “Amalgamated Company”) and its five wholly-owned subsidiaries i.e. Travel.Co.In Private Limited,
Yatra For Business Private Limited, Yatra TG Stays Private Limited, Yatra Corporate Hotel Solutions Private Limited and Yatra Hotel
Solutions Private Limited and one stepdown subsidiary i.e. Yatra Online Freight Services Private Limited (Subsidiary of Yatra For Business
Private Limited), (collectively referred to as the “Amalgamating Companies”). The primary objective of this amalgamation is to simplify
management, operational, and corporate structures, as group involved in same line of business i.e., tour and travel, thereby enhancing
efficiencies and generating synergies. The Scheme had been filed with the Hon'ble National Company Law Tribunal, Mumbai (“NCLT”)
for requisite approvals. NCLT has, vide its order dated February 07, 2025, allowed the first motion application filed by the Company and
accordingly, the Company has filed the second motion application with the NCLT for approval and is currently pending. The Scheme is
subject to additional requisite approvals/consents, as may be required in this regard..
44 During the quarter ended December 31, 2024 and subsequently, the Company received three anonymous whistleblower complaints with
certain generic allegations of irregularities. The Board of directors appointed an independent committee (comprising of Independent
directors) to look into this matter, which had appointed an external law firm to undertake preliminary investigation to ascertain veracity of
such allegations. Based on the outcome of the investigation conducted, nothing has emerged indicating any fraud or an adverse impact
on the financial statements of the Company and these complaints do not warrant any further action and accordingly stand closed.
45 The Company has given commitment for financial support to its loss making subsidiaries namely "Yatra Corporate Hotel Solutions Private
Limited” and to "Yatra For Business Private Limited” for support to its subsidiary "Yatra Online Freight Services Private Limited".
46 Certain reclassifications have been made in the standalone financial statements of prior periods to confirm to the classification used in
the current year. The impact of such reclassifications on the financial statements is not material.
The accompanying notes form an integral part of these standalone financial statements.
As per our report of even date
For M S K A & Associates For and on behalf of the Board of Directors
ICAI Firm Registration No.: 105047W Yatra Online Limited
Chartered Accountants
per Bhaswar Sarkar Dhruv Shringi Murlidhara Kadaba
Partner Whole Time Director cum CEO Chairman and Director
Membership No: 055596 (DIN: 00334986) (DIN:01435701)
Place: Gurugram Place: Gurugram
Anuj Kumar Sethi Darpan Batra
Chief Financial Officer Company Secretary
Place: Gurugram (PAN: AVAPS1943H) Membership No: ACS15719
Date: May 29, 2025 Place: Gurugram Place: New Delhi
| 