TBO Tek Ltd. இன் கணக்கு குறிப்புகள்
(d) Provisions
Provisions for expenses are recognised when
the Company has a present legal or constructive
obligation as a result of past events, it is probable
that an outflow of resources will be required
to settle the obligation and the amount can be
reliably estimated. Provisions are not recognised
for future operating losses.
Where there are several similar obligations, the
likelihood that an outflow will be required in
settlement is determined by considering the class
of obligations. A provision is recognised even if the
likelihood of an outflow with respect to any one
item included in the same class of obligations
may be small.
Provisions are measured at the present value of
management''s best estimate of the expenditure
required to settle the present obligation at the
end of the reporting period. The discount rate
used to determine the present value is a pre-tax
rate that reflects current market assessments of
the time value of money and the risks specific
to the liability. The increase in the provision due
to the passage of time is recognised as interest
expense.
(e) Contingent liabilities
Contingent liability is:
⢠a possible obligation arising from past events
and whose existence will be confirmed only
by the occurrence or non-occurrence of one
or more uncertain future events not wholly
within the control of the entity, or
⢠a present obligation that arises from past
events but is not recognized because
- it is not probable that an outflow of
resources embodying economic benefits
will be required to settle the obligation,
or
- the amount of obligation cannot be
measured with sufficient reliability.
The Company does not recognize a contingent
liability but discloses its existence and other
required disclosures in notes to the financial
statements, unless the possibility of any outflow in
settlement is remote.
(f) Fair value measurement
Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an
orderly transaction between market participants
at the measurement date. Normally at initial
recognition, the transaction price is the best
evidence of fair value.
However, when the Company determines that
transaction price does not represent the fair value,
it uses inter-alia valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.
All financial assets and financial liabilities for
which fair value is measured or disclosed in the
financial statements are categorized within the
fair value hierarchy. This categorization is based on
the lowest level input that is significant to the fair
value measurement as a whole:
⢠Level 1 - Quoted (unadjusted) market prices in
active markets for identical assets or liabilities.
⢠Level 2 - Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is directly or indirectly
observable.
⢠Level 3 - Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is unobservable.
Financial assets and financial liabilities that are
recognised at fair value on a recurring basis, the
Company determines whether transfers have
occurred between levels in the hierarchy by
re-assessing categorization at the end of each
reporting period.
(g) Income tax
The income tax expense or credit for the period
is the tax payable on the current period''s taxable
income based on the applicable income tax rate
adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences
and to unused tax losses.
The current income tax charge is calculated
based on the tax laws enacted or substantively
enacted at the end of the reporting period.
Management periodically evaluates positions
taken in tax returns with respect to situations
in which applicable tax regulation is subject to
interpretation. It establishes provisions where
appropriate based on amounts expected to be
paid to the tax authorities.
Deferred income tax is provided in full, using
the balance sheet approach, on temporary
differences arising between the tax bases of
assets and liabilities and their carrying amounts
in the standalone financial statements. However,
deferred tax liabilities are not recognised if they
arise from the initial recognition of goodwill.
Deferred income tax is also not accounted for if it
arises from initial recognition of an asset or liability
in a transaction other than a business combination
that at the time of the transaction affects neither
accounting profit nor taxable profit (tax loss) and
does not give rise to equal taxable and deductible
temporary differences. Deferred income tax is
determined using tax rates (and laws) that have
been enacted or substantially enacted by the
end of the reporting period and are expected to
apply when the related deferred income tax asset
is realised or the deferred income tax liability is
settled. Further, it is not recognized in respect
of deductible temporary differences associated
with investments in subsidiaries, associates and
interests in joint ventures. Deferred tax assets are
recognised only to the extent that it is probable
that the temporary differences will reverse in
the foreseeable future and taxable profit will be
available against which the temporary differences
can be utilized.
Deferred tax assets are recognised for all deductible
temporary differences and unused tax losses only
if it is probable that future taxable amounts will
be available to utilise those temporary differences
and losses.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax
balances relate to the same taxation authority on
either the same taxable entity or different taxable
entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the
assets and settle the liabilities simultaneously, in
each future period in which significant amounts
of deferred tax liabilities or assets are expected to
be settled or recovered. Current tax assets and tax
liabilities are offset where the entity has a legally
enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and
settle the liability simultaneously.
Current and deferred tax is recognised in profit or
loss, except to the extent that it relates to items
recognised in other comprehensive income
or directly in equity. In this case, the tax is also
recognised in other comprehensive income or
directly in equity, respectively.
(h) Contributed equity
Equity shares are classified as equity.
The transaction costs of an equity transaction are
accounted for as a deduction from equity (net
of any related income tax benefit) to the extent
they are incremental costs directly attributable
to the equity transaction that otherwise would
have been avoided. Qualifying transaction costs
incurred in anticipation of an issuance of equity
instruments is deferred on the balance sheet until
the equity instrument is recognised. Deferred
costs are subsequently reclassified as a deduction
from equity when the equity instruments are
recognised. If the equity instruments are not
subsequently issued, the deferred transaction
costs are charged off to profit or loss.
The transaction costs incurred with respect to the
IPO of the Company as reduced by the amount
recoverable from the selling shareholders are
allocated between new issue of shares and listing
of existing equity shares. The costs attributable to
listing of existing shares is recognised in profit or
loss and the costs attributable to new issuance of
shares is recognised in equity.
(i) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
⢠the profit attributable to owners of the
Company
⢠by the weighted average number of equity
shares outstanding during the financial
year, adjusted for treasury shares and bonus
elements in equity shares issued during the
year if any.
Diluted earnings per share
Diluted earnings per share adjusts the figures
used in the determination of basic earnings per
share to take into account:
⢠the after-income tax effect of interest and
other financing costs associated with dilutive
potential equity shares, and
⢠the weighted average number of additional
equity shares that would have been
outstanding assuming the conversion of all
dilutive potential equity shares.
(j) Impairment of assets
Goodwill is not subject to amortisation and are
tested annually for impairment, or more frequently
if events or changes in circumstances indicate that
they might be impaired. Other assets are tested
for impairment whenever events or changes in
circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is
recognised for the amount by which the asset''s
carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset''s
fair value less costs of disposal and value in use.
For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there
are separately identifiable cash inflows which
are largely independent of the cash inflows from
other assets or groups of assets (cash-generating
units). Non-financial assets other than Goodwill
that suffered an impairment are reviewed for
possible reversal of the impairment at the end of
each reporting period.
(k) Investments and other financial assets
Classification
The Company classifies its financial assets in the
following measurement categories:
⢠those to be measured subsequently at fair
value (either through other comprehensive
income, or through profit or loss), and
⢠those to be measured at amortised cost.
The classification depends on the entity''s business
model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and
losses will either be recorded in profit or loss or
other comprehensive income. For investments in
equity instruments that are not held for trading,
this will depend on whether the Company has
made an irrevocable election at the time of initial
recognition to account for the equity investment
at Fair value through other comprehensive
income (FVOCI). The Company has not made such
election for any instrument.
The Company reclassifies debt investments when
and only when its business model for managing
those assets changes.
Measurement
At initial recognition, the Company measures
a financial asset at its fair value plus, in the case
of a financial asset not at fair value through
profit or loss, transaction costs that are directly
attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried
at fair value through profit or loss are expensed in
profit or loss.
Equity instruments
The Company subsequently measures all equity
investments at fair value. The Company has not
elected to present fair value gains and losses
on equity investments in other comprehensive
income.
Changes in the fair value of equity instruments
at fair value through profit or loss are recognised
in other income/expense in the standalone
statement of profit and loss. Impairment losses
(and reversal of impairment losses) on equity
investments measured at FVOCI are not reported
separately from other changes in fair value.
Impairment of financial assets
The Company assesses on a forward-looking
basis the expected credit loss associated with its
assets carried at amortised cost. The impairment
methodology applied depends on whether there
has been a significant increase in credit risk. Note
31 details how the Company determines whether
there has been a significant increase in credit risk.
For trade receivables only, the Company applies
the simplified approach required by Ind AS
109, which requires expected lifetime losses to
be recognised from initial recognition of the
receivables.
Derecognition of financial assets
A financial asset is derecognised only when
⢠The Company''s rights to receive cash flows
from the financial asset have expired or
⢠The Company has transferred its rights to
receive cash flows from the asset or has
assumed an obligation to pay the received
cash flows in full without material delay
to a third party under a ''pass-through''
arrangement; and either (a) the Company
has transferred substantially all the risks and
rewards of the asset, or (b) the Company has
neither transferred nor retained substantially
all the risks and rewards of the asset, but has
transferred control of the asset.
Where the entity has transferred an asset, the
Company evaluates whether it has transferred
substantially all risks and rewards of ownership
of the financial asset. In such cases, the financial
asset is derecognised. Where the entity has not
transferred substantially all risks and rewards
of ownership of the financial asset, the financial
asset is not derecognised.
Where the entity has neither transferred a financial
asset nor retains substantially all risks and rewards
of ownership of the financial asset, the financial
asset is derecognised if the Company has not
retained control of the financial asset. Where the
Company retains control of the financial asset, the
asset is continued to be recognised to the extent
of continuing involvement in the financial asset.
Income recognition
Interest income
Interest income from financial assets at fair value
through profit or loss is disclosed as interest
income within other income. Interest income on
financial assets at amortised cost is calculated
using the effective interest method is recognised
in the standalone statement of profit and loss as
part of other income.
Interest income is calculated by applying the
effective interest rate to the gross carrying
amount of a financial asset except for financial
assets that subsequently become credit impaired.
For credit-impaired financial assets the effective
interest rate is applied to the net carrying amount
of the financial asset (after deduction of the loss
allowance).
Dividends
Dividends are received from financial assets
(equity instruments) at fair value through profit or
loss. Dividends are recognised as other income in
profit or loss when the right to receive payment
is established. This applies even if they are paid
out of pre-acquisition profits, unless the dividend
clearly represents a recovery of part of the cost of
the investment.
Financial liabilities
Initial recognition, measurement and
presentation
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair
value and, in the case of loans and borrowings and
payables, net of directly attributable transaction
costs.
The Company''s financial liabilities include trade
payables, loans and borrowings, other financial
liabilities, and derivative financial instruments.
Subsequent measurement
For purposes of subsequent measurement,
financial liabilities are classified in two categories:
⢠Financial liabilities at fair value through profit
or loss
⢠Financial liabilities at amortised cost (loans
and borrowings)
Financial liabilities at fair value through profit
or loss
Financial liabilities at fair value through profit or
loss include financial liabilities held for trading
and financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities are classified as held for
trading if they are incurred for the purpose of
repurchasing in the near term. This category also
includes derivative financial instruments entered
into by the Company that are not designated
as hedging instruments in hedge relationships
as defined by Ind AS 109. Separated embedded
derivatives are also classified as held for trading
unless they are designated as effective hedging
instruments.
Gains or losses on liabilities held for trading are
recognised in the profit or loss.
Financial liabilities are designated upon initial
recognition as at fair value through profit or loss
only if the criteria in Ind AS 109 are satisfied. For
liabilities designated as FVTPL, fair value gains/
losses attributable to changes in own credit risk
are recognized in OCI. These gains/ losses are not
subsequently transferred to P&L. However, the
Company may transfer the cumulative gain or
loss within equity. All other changes in fair value
of such liability are recognised in the P&L. The
Company has not designated any financial liability
as at fair value through profit or loss.
Derecognition
A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the
terms of an existing liability are substantially
modified, such an exchange or modification
is treated as the derecognition of the original
liability and the recognition of a new liability. The
difference in the respective carrying amounts is
recognised in the P&L.
(l) Derivatives
The company enters into certain derivative
contracts to hedge risks which are not designated
as hedges. Such contracts are accounted for at fair
value through profit or loss and are included in
other gains/(losses).
(m) Borrowing costs
Borrowing costs consist of interest, ancillary and
other costs that the Company incurs in connection
with the borrowing of funds and interest relating
to other financial liabilities.
(n) Contract liabilities
A contract liability is recognised if a payment is
received or a payment is due (whichever is earlier)
from a customer before the Company transfers
the related services.
Contract liabilities represents advance from
customers (travel buyers), which refers to advances
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. It also
consists of advance fees received from Company''s
GDS (Global distribution system) service providers
which will be recognised as revenue based on
the volume of sales completed by the Company
through GDS.
2. SIGNIFICANT ACCOUNTING ESTIMATES
AND ASSUMPTIONS
The preparation of standalone financial statements
requires the use of accounting estimates which,
by definition, will seldom equal the actual results.
Management also needs to exercise judgement in
applying the Company''s accounting policies.
This note provides an overview of the areas
that involved a higher degree of judgement or
complexity, and of items which are more likely
to be materially adjusted due to estimates and
assumptions turning out to be different than
those originally assessed. Detailed information
about each of these estimates and judgements
is included in relevant notes together with
information about the basis of calculation for
each affected line item in the standalone financial
statements.
The areas involving critical estimates or
judgements are:
⢠Provision for income tax and deferred tax
assets
Estimation is involved in determining the
provision for income taxes, including amount
expected to be paid / recovered for uncertain
tax positions. Also, refer to Notes 1A (g) and 29.
⢠Estimation of defined benefit obligation
The cost of the defined benefit plan and the
present value of the gratuity obligation 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 increases and mortality rates. 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.
The calculation is most sensitive to changes
in the discount rate. In determining the
appropriate discount rate for plans operated
in India, the management considers the
interest rates of government bonds where
remaining maturity of such bond correspond
to expected term of defined benefit
obligation.
The mortality rate is based on publicly
available mortality tables for specific countries.
Those mortality tables tend to change only at
interval in response to demographic changes.
Future salary increases and gratuity increases
are based on expected future inflation rates
for the respective countries.
These assumptions have been explained in
employee benefits Note 34.
⢠Impairment of trade receivables
The loss allowances for financial assets are
based on assumptions about risk of default
and expected loss rates. The Company uses
judgement in making these assumptions
and selecting the inputs to the impairment
calculation, based on the Company''s past
history and existing market conditions as
well as forward-looking estimates at the end
of each reporting period. Details of the key
assumptions and inputs used are disclosed in
Note 31.
⢠Determination of lease term
In determining the lease term, management
considers all facts and circumstances that
create an economic incentive to exercise an
extension option, or not exercise a termination
option. Extension options (or periods after
termination options) are only included in the
lease term if the lease is reasonably certain to
be extended (or not terminated).
Most extension options in office leases have
been included in the lease liability, because
the Company could not replace the assets
without significant cost or business disruption.
The lease term is reassessed if an option is
actually exercised (or not exercised) or the
Company becomes obliged to exercise (or
not exercise) it. The assessment of reasonable
certainty is only revised if a significant event
or a significant change in circumstances
occurs, which affects this assessment, and
that is within the control of the lessee.
Estimates and judgements are continually
evaluated. They are based on historical
experience and other factors, including
expectations of future events that may have
a financial impact on the Company and that
are believed to be reasonable under the
circumstances.
Goodwill and other Intangibles
The Company records all intangible assets
acquired including goodwill as part of a
business combination at fair values. In relation
to business combinations, judgement is
required to be exercised on determining the
fair values, identification and measurement
of assets acquired and liabilities assumed,
in allocation of purchase consideration, in
deciding the amortisation policy and on
tax treatment of intangible assets acquired.
Appropriate independent professional advice
is also obtained, as necessary. Intangible
assets are assigned either an indefinite or a
finite useful life, depending on the nature
and expected consumption. Goodwill is
as a minimum, subjected to annual tests
of impairment in line with the accounting
policy whereas all other intangibles assets are
amortised based on useful life. (refer note 4
and 4a).
On transition to Ind AS (i.e. April 1, 2019), the Company has elected to continue with the carrying value of all
property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed
cost of property, plant and equipment.
Refer to note 37 for disclosure on contractual commitments for the acquisition of property, plant and equipment.
No borrowing cost has been capitalised during the year in property, plant and equipment.
Island Holidays CGU represents specific set of travel products that consolidate the Company''s position in the
Indian outbound market. 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 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 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 loss in the
current year and subsequent to the date of these financial statements.
Notes:
(a) Loan given to TBO Cargo Private Limited (subsidiary)
Funds provided at interest rate of 8% p.a. (at arms length basis) and utilised for general working capital purpose. The loan
shall be repayable by April 2027.
(b) Loan given to Tek Travels DMCC (subsidiary)
During the year, the Company has provided loan to its overseas subsidiary, Tek Travels DMCC of USD 35.89 Mn (equivalent
INR 3,154.77 Mn) repayable in 5 years period from the date of loan. The loan is carrying interest rate of SOFR 3.50% (at arms
length basis) and is being utilised for funding of the acquisition of Classic Vacations LLC by TBO LLC, a step-down subsidiary
of the Company.
(c) Guarantee given on behalf of TBO LLC (step down subsidiary)
During the year, TBO LLC has taken an external term loan facility from Standard Chartered Bank acting as arranger and
Catalyst Trusteeship Limited, acting as agent and security agent, for which the Company has provided corporate guarantee
and letter of comfort up to USD 77.00 Mn (equivalent INR 6,831.14 Mn), in favour of the agent to secure the loan facility. The
Company has charged guarantee premium on the same at arms length basis. Due to fluctuations in foreign exchange
rates, the value of the corporate guarantee and letter of comfort as at March 31, 2026 amounted to INR 7,265.72 Mn.
(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, 2025 : 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 shareholders.
The Company had transferred a portion of its profit before declaring dividend in respective prior years to
general reserve, as stipulated under the erstwhile Companies Act, 1956. Mandatory transfer to general reserve
is not required under the Companies Act, 2013.
Also, it includes the difference between the consideration (i.e. the exercise price and the related amount
of employee stock option reserve) and the cost of the corresponding stock options on exercise of the stock
options.
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 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. ESOP Trust will issue and allot
shares to employees at the time of exercise of ESOP by employees.
The leave obligations cover the Company''s liability for earned leave.
The entire amount of provision as at March 31, 2026 - INR 35.64 Mn (March 31, 2025 - INR 31.54 Mn) is presented
as current, since the Company does not have a 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 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, 2026 - INR 692.22 Mn and
March 31, 2025 - INR 672.70 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, 2026 - INR 10.36 Mn and March 31, 2025 - INR 101.36
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 which relates to carried-forward contract
liabilities consisting of advance fee received from GDS.
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
⢠restoration costs.
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.â
Refer note 7 for net impairment losses on financial assets
Refer note 9 for expected credit loss under simplified approach and reconciliation
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.
(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.
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, 2026 and March 31, 2025 as per information provided internally to its key
management personnel.
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.
33 FAIR VALUE MEASUREMENTS (CONTD..)
i) Financial assets and liabilities which are measured at amortised cost
As of March 31, 2026 and March 31, 2025, 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.
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.
â 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.â
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.
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 ("FYâ) 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
37 CONTINGENT LIABILITIES AND COMMITMENTS (CONTD..)
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 ITAT vide order dated February 2, 2026 ruled in the favour of the assessee disposing the case on the issue of limitation
of period under section 153 of the Income tax Act 1961. The assessment was deemed to be nullified. However, this matter
is pending before the Apex Court on the subject issue and accordingly the matter will be heard on merits if required. The
Company believes that the additions made will not sustain at the appellate authorities level.â
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. Appeal effect order dated September 11, 2025 received on January 6, 2026 wherein the above additions were deleted.â
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.
v) The Company received draft order u/s 144C(1) of the Income tax Act, 1961 on March 12, 2026, wherein the Income tax
authorities included the additions made in the transfer pricing order under section 92CA(3) of the Income tax Act, 1961 of
Rs 30.97 Mn towards cross charges of Business Support Services, Information Technology Support Services and deemed
interest w.r.t. outstanding receivables from the related party. The Company has filed an appeal before the first level of
appellate authority, Dispute Resolution Panel (DRP) on April 10, 2026. The Company awaits hearing before the DRP on the
subject matter.
** Related to claim by a customer on performance of services and related damages.
Notes:
(a) It is not practicable for the 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
There are no capital commitments as at the year end March 31, 2026 and March 31, 2025.
Basic EPS amounts are calculated by dividing the profit for the year attributable to owners of the Company by
the weighted average number of Equity shares outstanding during the year. Diluted EPS amounts are calculated
by dividing the profit attributable to owners of the company by the weighted average number of Equity shares
outstanding during the year plus the weighted average number of Equity shares that would be issued on
conversion of all the dilutive potential Equity shares into Equity shares. The following table reflects the income
and share data used in the basic and diluted EPS computations:
Notes:
(a) Treasury shares are excluded from weighted-average numbers of equity shares used as a denominator in the
calculation of basic and diluted EPS.
(b) Stock options granted to the employees under ESOP scheme are considered to be potential equity shares.
For details relating to stock options (refer note 43).
39 CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend
at least 2% of its average net profit for the immediately preceding three financial years on corporate social
responsibility (CSR) activities. The gross amount required to be spend has been approved by CSR committee of
the Company.
40 On May 13, 2022, the Enforcement Directorate (âEDâ) 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
(âFEMAâ) 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.
âThe 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 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 for such approvals. 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 refiled the
application through the AD banker on July 28, 2025 which could not be acceded to as communicated by the
Foreign Exchange Department of RBI to AD banker on September 2, 2025.
Further, the Company received a letter dated July 25, 2025 from ED (Adjudication) on September 11, 2025
citing that the Adjudication proceedings should be held against the Company as per Rule 4 of the Foreign
Exchange Management (Adjudicating Proceedings and Appeals) R
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 (âESOP 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:
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).
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.
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 âAir ticketing" and âHotels 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.
|
37. Contingent liabilities and commitments |
||
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Service tax demand - matters under dispute (Refer table below) (Amount paid under protest = INR 0.92 Mn) (March 31, 2024 - INR 23.57 Mn) |
170.63 |
472.65 |
|
Goods and Services Tax demand - matters under dispute * |
0.32 |
0.32 |
|
Income tax demand - matters under dispute ## |
27.52 |
27.52 |
|
Claim against the Company not acknowledged as debts** |
1.00 |
1.00 |
|
Total Contingent Liabilities |
199.47 |
501.49 |
|
S.no. |
Service tax demand - matters under dispute |
As at March 31, 2025 |
As at March 31, 2024 |
|
1. |
Show Cause Notice (SCN) received from Service Tax Department on May 4, 2017 amounting to INR 11.62 Mn and on March 26, 2018 amounting to INR 68.68 Mn on credit card cash back income being liable to Service Tax. The Commissioner Central Tax GST, Gurugram had dropped the demand on December 31, 2018 and case adjourned in the favour of the Company. The department filed an appeal before CESTAT, Chandigarh against the order of the Commissioner Central Tax GST, Gurugram. In the current period, there has been no movement and the Company awaits hearing |
11.62 |
11.62 |
|
from the CESTAT, Chandigarh on this matter. |
68.68 |
68.68 |
|
|
2. |
Show Cause Notices (SCN) received from Service Tax Department for collecting INR 302.02 Mn as service tax from their sub-agents, for the period April 1, 2007 to March 31, 2013, whereas TBO Tek Limited had already received consideration including service tax from the airlines. The Company had contested that consideration received from the airlines does not include the service tax amount and service tax collected from sub- agents have already been deposited with the Government. The Additional Deputy Commissioner confirmed the demand of INR 302.02 Mn vide Order in Original No. 21/20 19-5T dated March 19, 2019 along with recovery of interest. In the year 2019-20, the Company filed an appeal before CESTAT against the order of the Additional Deputy Commissioner on June 19, 2020 and also deposited INR 22.65 Mn (7.5% of the demand amount) under protest. Since then, there was no movement upto March 31, 2024 and the Company awaits hearing from the CESTAT on this matter. The service tax demand above excludes the interest component (if any). During the year ended March 31, 2025, the Company has received a fresh notice dated September 10, 2024 from CESTAT, Delhi for the hearing scheduled on October 25, 2024. The CESTAT heard the matter on November 11, 2024 and passed a favorable order deleting the additions made by the department. The matter stands closed as at March 31, 2025. |
302.02 |
|
|
3. |
Show Cause Notice (SCN) received during the year from the office of the Commissioner, Central GST Audit- Gurugram on June 18, 2020 amounting to INR 90.33 Mn regarding service tax on the following: (1) Commission/incentive (GDS/CRS) income - INR 58.03 Mn, (2) Income in lieu of no show of passengers in case of air travel - INR 20.02 Mn, (3) Income in the form of liabilities written back - INR 12.28 Mn. The Company filed a reply to the show cause notice on February 1, 2021 and accordingly, the Principal Commissioner of CGST dropped the demand for matter 1 & 2 on June 11, 2021 and confirmed the demand of INR 12.28 Mn in relation to matter 3. During the year ended March 31, 2022, the Company has filed an appeal with the CESTAT Chandigarh in relation to â"Income in the form of liabilities written back - INR 12.28 Mn"" on September 1, 2021 and also deposited INR 0.92 Mn under protest. |
90.33 |
90.33 |
|
S.no. |
Service tax demand - matters under dispute |
As at March 31, 2025 |
As at March 31, 2024 |
|
Further, the authorities have filed an appeal with the CESTAT Chandigarh on November 2,2021 in relation to the matters."" (1) Commission/incentive (GDS/CRS) income - INR 58.03 Mn and (2) Income in lieu of no show of passengers in case of air travel - INR 20.02 Mn. The Company awaits hearing from the CESTAT, Chandigarh on the above matters. Management is of the view that these matters raised are not liable to service tax. Accordingly, no provision has been made in the books of accounts. |
|||
|
Total |
170.63 |
472.65 |
|
*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 (âFYâ) 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 (âED") 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 (âFEMA") 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 (âcompounding 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 (âCGST") 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 (âNCLT'') 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.
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.
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.
There are no projects as on each reporting period where activity had been suspended. Considering the nature, there are no projects as on the reporting period which has exceeded cost as compared to its original plan or where completion is overdue.
(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 31,2023 : 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. have transferred 2,825,400 and 4,992,597 equity shares, respectively, of face value of Rs 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 Rs 1/-per share to General Atlantic Singapore TBO Pte. Ltd. on February 15, 2024. The Board of Directors has taken a note of the said share transfers in the board meeting held on November 4, 2023 and on February 17, 2024 respectively
General reserve
The Company had transferred a portion of its profit before declaring dividend in respective prior years to general reserve, as stipulated under the erstwhile Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
Also it includes the difference between the consideration (i.e. the exercise price and the related amount of employee stock option reserve) and the cost of the corresponding stock options on exercise of the stock options.
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 Trustâ) 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.
The leave obligations cover the Company''s liability for earned leave.
The entire amount of provision as at March 31, 2024 - INR 26.29 Mn and March 31, 2023 - INR 21.19 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 31,2024 - INR 702.95 Mn and March 31,2023 - INR 652.04 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 determine the amount which should be transferred to revenue for each year.
Contract liabilities also consists advance fees - March 31,2024 - INR 42.54 Mn and March 31,2023 - INR 123.96 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:
* The Auditors remunerations for the year ended March 31,2024 excludes INR 30.96 Mn (March 31,2023 : INR 7.20 Mn) in relation to services provided by the statutory auditors in relation to the proposed IPO by the Company. INR 7.63 Mn (March 31,2023 : INR 7.20 Mn) has been booked as share issue expenses in standalone statement of profit and loss and INR 23.33 Mn (As at March 31, 2023 : INR Nil) has been booked as Deferred share issue expenses under "Other Current Assets" (Refer note 13).
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.
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, commercial credit cards. Processes and policies related to such risks are overseen by senior management.
(i) Financing Arrangement
The Company has access to the following undrawn borrowing facilities at the end of the reporting period:
(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.
(i) 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.
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 31,2024 and March 31,2023.
(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 31,2024 and March 31,2023, 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.
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.
IX The average duration of the defined benefit plan obligation at the end of the March 31,2024 is 19 years (March 31,2023: 20 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.
Information about major customers
No single customer represents 10% or more of the Company''s total revenue for the year ended March 31, 2024 and March 31,2023 respectively.
37 Contingent Liabilities and commitments
|
Particulars |
As at March 31, 2024 |
As at March 31, 2023 |
|
Service tax demand - matters under dispute (Refer table below) (Amount paid under protest = INR 23.57 Mn) (March 31,2023 - INR 23.57 Mn) |
472.65 |
472.65 |
|
Goods and Services Tax demand - matters under dispute 1 |
0.32 |
- |
|
Income tax demand - matters under dispute ## |
27.52 |
27.50 |
|
Claim against the Company not acknowledged as debts1 |
1.00 |
1.00 |
|
Total Contingent Liabilities |
501.49 |
501.15 |
|
S.no. Service tax demand - matters under dispute |
As at March 31, 2024 |
As at March 31, 2023 |
|
1 Show Cause Notice (SCN) received from Service Tax Department on May 4, 2017 amounting to INR 11.62 Mn and on March 26, 2018 amounting to INR 68.68 Mn on credit card cash back income being liable to Service Tax. The Commissioner Central Tax GST, Gurugram had dropped the demand on December 31,2018 and case adjourned in the favour of the Company. The department filed an appeal before CESTAT, Chandigarh against the order of the Commissioner Central Tax GST, Gurugram. In the |
11.62 |
11.62 |
|
current period, there has been no movement and the Company awaits hearing from the CESTAT, Chandigarh on this matter. |
68.68 |
68.68 |
|
2 Show Cause Notices (SCN) received from Service Tax Department for collecting INR 302.02 Mn as service tax from their sub-agents, for the period April 1, 2007 to March 31, 2013, whereas TBO Tek Limited had already received consideration including service tax from the airlines. The Company had contested that consideration received from the airlines does not include the service tax amount and service tax collected from sub- agents have already been deposited with Government. The Additional Deputy Commissioner confirmed the demand of INR 302.02 Mn vide Order in Original No. 21/20 19-5T dated March 19, 2019 along with recovery of interest. In the year 2019-20, the Company filed an appeal before CESTAT against the order of the Additional Deputy Commissioner on June 19, 2020 and also deposited INR 22.65 Mn (7.5% of the demand amount) under protest. |
302.02 |
302.02 |
|
37 Contingent Liabilities and commitments |
|||
|
S.no. |
Service tax demand - matters under dispute |
As at March 31, 2024 |
As at March 31, 2023 |
|
3 |
Since then, there has been no movement and the Company awaits hearing from the CESTAT on this matter. The service tax demand above excludes the interest component (if any). Show Cause Notice (SCN) received during the year from the office of 90.33 90.33 the Commissioner, Central GST Audit- Gurugram on June 18, 2020 amounting to INR 90.33 Mn regarding service tax on the following: (1) Commission/incentive (GDS/CRS) income - INR 58.03 Mn, (2) Income in lieu of no show of passengers in case of air travel - INR 20.02 Mn, (3) Income in the form of liabilities written back - INR 12.28 Mn. The Company filed a reply to the show cause notice on February 1, 2021 and accordingly, the Principal Commissioner of CGST dropped the demand for matter 1 & 2 on June 11,2021 and confirmed the demand of INR 12.28 Mn in relation to matter 3. During the year ended March 31, 2022, the Company has filed an appeal with the CESTAT Chandigarh in relation to "Income in the form of liabilities written back - INR 12.28 Mn"on September 1, 2021 and also deposited INR 0.92 Mn under protest. Further, the authorities have filed an appeal with the CESTAT Chandigarh on November 2,2021 in relation to the matters "(1) Commission/incentive (GDS/CRS) income - INR 58.03 Mn and (2) Income in lieu of no show of passengers in case of air travel - INR 20.02 Mn" The Company awaits hearing from the CESTAT, Chandigarh on the above matters. Management is of the view that these matters raised are not liable to service tax. Accordingly, no provision has been made in the books of accounts. Total 472.65 472.65 |
||
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).
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 Holding 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. The Company has received a notice for the hearing before the CIT(A) and the matter is scheduled for hearing on May 30, 2024.
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 31,2024 - INR Nil (March 31,2023 - INR Nil).
(a) Treasury shares are excluded from weighted-average numbers of Equity Shares used as a denominator in the calculation of basic and diluted EPS.
(b) Stock options granted to the employees under various ESOP schemes are considered to be potential equity shares. For details relating to stock options (Refer Note 43).
39 Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities.
* 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 1.13 Mn (March 31, 2023- INR Nil) 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 (March 31,2023- INR Nil) 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 and For the year ended March 31,2023 -excludes excess amount spent carried forward to next year.
40 On May 13, 2022, the Enforcement Directorate ("EDâ) 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, their associated Companies/associates. These individuals along with their associated Companies/associates have 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 has already been 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 has been charged with any offence.
The Company had received summons under Sections 37(1) and (3) of Foreign Exchange Management Act ("FEMAâ) 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 has 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 has 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 has directed the Company to regularise the transactions by way of obtaining either post facto approvals from the RBI or unwinding the transactions. The Company has further filed an application with the AD banker requesting post facto approvals of these transactions, who have further written to the Foreign Exchange Department of RBI requesting post facto approvals and awaiting response. Once the approval is received, the Company will file fresh Compounding application with the RBI.
If the compounding application is accepted by the compounding authority, it is estimated that a compounding penalty of INR 16.15 Mn shall be payable in line of the Guidance Note prescribed in RBI Master Direction. The final outcome of this matter including post facto approval of transactions and subsequent acceptance of the compounding application by the RBI and the related impact on the financial statements cannot be ascertained at this stage.
41 As per the Central Goods and Services Act ("CGSTâ) 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 31,2024 - there is a recoverable on account of TCS from Airlines amounting to INR 248.70 Mn (March 31,2023- INR 233.43 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 Standalone Statement of Profit and Loss.
(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 (March 31, 2023 - INR Nil). Further, the Company had also given inter-company loans to TBO Cargo Private Limited in previous years. The Company, considering that TBO Cargo Private Limited has negative net worth as on March 31,2024, due to continuous losses incurred by the entity and based on future plan of this entity, 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, the Company has made provision of INR 62.02 Mn (March 31,2023 - INR Nil) on such loan in the current year.
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.
Expense arising from share-based payment transaction
Total expenses arising from share-based payment transactions recognised in standalone statement of profit and loss as part of employee benefits expense were as follows:
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.
47 Additional regulatory information required by Schedule III:
(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.
48 Subsequent to the year ended March 31,2024, 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 and offer for sale of 12,508,797 equity shares 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).
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). 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 of INR 10.43 Mn in relation to the additions made of INR 22.05 Mn. 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.
The Company has received a notice for the hearing before the ITAT for May 15, 2024 and the matter is now adjourned to August 21, 2024. The Company believes that the additions made will not sustain at the appellate authorities level.
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