డైరెక్టర్ల నివేదిక Easy Trip Planners Ltd.

Your directors have pleasure in presenting the 18^th Annual Report together with the Audited Financial Statements (Standalone
and Consolidated) of Accounts of your Company for the Year ended 31^st March, 2026.

1. FINANCIAL RESULTS

I n compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated
financial statements as per Indian Accounting Standards (''Ind AS'') for the Financial Year (''FY'') 2025-26. The standalone
and consolidated financial highlights of the Company''s operations are as follows:

2. STATE OF AFFAIRS

During the financial year under review, the Company
recorded Revenue from operations of ? 2,851.20
million on a standalone basis and ? 5,356.96 million on
a consolidated basis, as compared to ? 4,032.35 million
and ? 5,873.24 million, respectively, in the previous
financial year.

Further, during the financial year under review, the
Company recorded a Total Income of ? 3,289.10 million
on a standalone basis and ? 5,734.50 million on a
consolidated basis, as compared to ? 4,231.90 million
and ? 6,032.50 million, respectively, in the previous
financial year.

OVERVIEW

EaseMyTrip commenced its operations in 2008 with a
strong focus on the B2B2C (Business-to-Business-to-

Customer) segment, enabling travel agents across
India to access its platform for booking domestic
airline tickets and effectively serving the offline
travel market. Building on the robust foundation
of its B2B2C network, the Company expanded into
the B2C (Business-to-Customer) segment in 2011 to
cater directly to the evolving travel requirements of
India''s growing middle-class population. In 2013, the
Company further diversified its business by entering
the B2E (Business-to-Enterprise) segment, offering
comprehensive, end-to-end travel management
solutions to corporate clients. Its presence across

these three distinct distribution channels has enabled
EaseMyTrip to establish a diversified customer base and
develop a comprehensive travel distribution ecosystem.

As on March 31, 2026, the Company offered customers

access to an extensive portfolio of travel services,
including bookings across more than 400 domestic

and international airlines, over 2.3 million hotels in
India and overseas, railway ticketing services covering
nearly all railway stations across the country, as well
as bus ticketing and taxi rental services in major cities.
Complementing its digital platform, EaseMyTrip had
also built one of the largest travel agent networks in
India, with over 75,500 registered travel agents across
key cities as on March 31, 2026, further strengthening
its nationwide distribution reach and customer
accessibility.

3. TRANSFER TO RESERVE

During the financial year under review, the Company
has transferred Nil (no share option outstanding) Mn
from Share Option Outstanding Account to General

Reserve.

The total General Reserve stands at f 2,082.14 million
on standalone basis whereas ? 1,890.36 million on
consolidated basis.

4. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business
of the Company. Your Company continues to be in the
business of Travel and Travel related services, and is
exploring business opportunities in Hospitality, Aviation,

Insurance Broking Sector and EV Manufacturing.

5. SHARE CAPITAL

As on March 31, 2026, the authorised share capital of
the Company stood at ?7,50,00,00,000/- (comprising of

7,50,00,00,000 equity shares of face value ?1/- each).
The paid-up equity share capital as at March 31, 2026,
was ? 3,63,68,53,188/- (comprising of 3,63,68,53,188
equity shares of face value ?1/- each).

During the financial year under review 2025-26, the

Company increased its authorised share capital from
?5,00,00,00,000/- (Rupees Five Hundred Crore Only),
divided into 5,00,00,00,000 equity shares of ?1/- each,
to ?7,50,00,00,000/- (Rupees Seven Hundred and Fifty

Crore Only), divided into 7,50,00,00,000 equity shares
of ?1/- each, pursuant to members'' approval obtained
through a Postal Ballot on February 22, 2026.

PREFERENTIAL ISSUE

During the financial year under review, the Company
has issued 55,93,75,249 equity shares of ?1/- each
on a preferential basis, as approved by the members
through Special Resolution passed via postal ballot on
December 04, 2025.

Subsequently, after the end of the financial year

March 31, 2026, the Company has allotted 34,77,98,677
equity shares of face value ?1/- each, fully paid-up, on a
preferential basis at a price of ?9.19 per equity share,
which includes a premium of ?8.19 per share. The said
equity shares, allotted on May 26, 2026, rank pari-passu
with the existing equity shares of the Company.

BONUS ISSUE

During the financial year under review, the Company
did not issue any bonus equity shares.

Accordingly, there was no change in the paid-up share
capital of the Company on account of bonus issue
during the financial year.

6. EQUITY SHARES WITH DIFFERENTIAL RIGHTS
AND SWEAT EQUITY SHARES

The Company has not issued any equity shares with
differential rights as to dividend, voting, or otherwise,

nor has it issued any sweat equity shares during the
financial year under review.

7. DIVIDEND

During the financial year under review, the Board has
not recommended any dividend

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and

Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regulations''), the Board of the Company had
formulated a Dividend Distribution Policy (''the Policy'').

The Policy is available on the Company''s website URL:
https://www.easemvtrip.com/investor-pdf/Policv-for-
Dividend-Distribution.pdf

8. EMPLOYEES STOCK OPTION PLAN (ESOP)

During the financial year under review, the Company
did not grant or issue any Employee Stock Options
(ESOPs).

The Company, in compliance with the provisions of
Section 62(1 )(b) of the Companies Act, 2013, the

Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, and other applicable provisions, had approved
the "Easy Trip Planners - Employees Stock Option
Plan 2022" through a Special Resolution passed by
the Members at the Annual General Meeting held on
August 30, 2022. The validity of the said ESOP Plan was
subsequently extended through a Special Resolution
approved by the shareholders by way of Postal Ballot
on September 06, 2023.

The Company continues to explore appropriate
initiatives under the ESOP Plan to strengthen
employee participation and align their interests with
the Company''s long-term growth objectives and

sustainable value creation.

9. QUALIFIED INSTITUTIONAL PLACEMENT

The Company has not issued any securities through
Qualified Institutions Placement (QIP) during the

financial year under review.

10. LISTING AT STOCK EXCHANGES

The Equity Shares of the Company are listed on BSE
Limited ("BSE") and National Stock Exchange of India
Limited ("NSE") (collectively referred to as "Stock
Exchanges").

Further, trading in the Equity Shares was not suspended

on the Stock Exchanges during the financial year under
review.

11. SUBSIDIARIES

(a) Consolidated Financial Statements

During the financial year under review, the Board
of Directors reviewed the affairs of the Company''s
subsidiaries. The Consolidated Financial
Statements of the Company for the financial year
2025-26 have been prepared in accordance with
the provisions of the Companies Act, 2013 ("the
Act") and applicable Indian Accounting Standards
(Ind AS). The Consolidated Audited Financial
Statements, together with the Auditors'' Report,
form part of this Annual Report. A report on
the performance and financial position of each
subsidiary is included in the Consolidated Financial
Statements and is provided in a separate section
of this Annual Report.

Pursuant to the first proviso to Section 129(3)

of the Act, read with Rule 5 and Rule 8(1) of the
Companies (Accounts) Rules, 2014, the salient
features of the financial statements, including
the performance and financial position of each
subsidiary, are disclosed in Form AOC-1, which is
annexed as Annexure A to this Report.

Further, in accordance with the provisions of
Section 136 of the Act, the Standalone Audited
Financial Statements, the Consolidated Audited

Financial Statements, along with relevant
documents, and the separate audited financial
statements of each subsidiary are available on the
Company''s website at www.easemvtrip.com.

(b) Changes in Subsidiaries/ Associates / Joint
Venture Companies during the financial
year under review:

As on March 31, 2026, the Company has 19
(Nineteen) Direct Subsidiaries, 2 Step-down

Subsidiaries and 3 (Three) Associate Companies
within the meaning of Sections 2(87) of the

Companies Act, 2013 ("Act") and has 1 (One) Joint
Venture.

During the financial year under review, the
following changes have taken place in subsidiary /
associates / joint venture companies:

The Company has incorporated the following
Wholly Owned Subsidiary Company in India
namely:

EaseMyTrip Academy Private Limited as a direct
Wholly Owned subsidiary of the Company;

During the financial year under review, the
Company proposed the issuance of equity shares
on a preferential basis, which was approved by

the members of the Company by way of a Special
Resolution passed through postal ballot on

December 04, 2025.

Subsequently, after the close of the financial year
ended March 31, 2026, the Company allotted

34,77,98,677 equity shares of face value ?1/- each
on a preferential basis on May 26, 2026 to the
below mentioned companies:

• The Company has acquired 50% stake in Three
Falcons Notting Hill Ltd;

• The Company has acquired 49% stake in Levo
Beauty Private Ltd;

• The Company has acquired 49% stake in
SSL Nirvana Grand Golf Developers Private
Ltd; and

• The Company has acquired 49% stake in
Javaphile Hospitality Private Ltd.

There has been no material change in the nature
of the business of the Company''s subsidiaries.

The policy for determining material subsidiaries
of the Company is available on the Company''s
website URL:https://www.easemytrip.com/
investor-pdf/Policv-For-Determinino-Materiai-

Subsidiaries.pdf

Based upon the audited financial statements for
the financial year ended March 31, 2025, Yolobus
Private Limited was identified as a material
subsidiary of the Company in accordance with
the applicable provisions of the SEBI Listing
Regulations. Subsequently, based upon the
audited financial statements for the financial
year ended March 31, 2026, the Company has
two material subsidiaries, namely Spree Hotels
and Real Estate Private Limited and EaseMyTrip
MiddleEast DMCC.

Highlight of Performance of Subsidiaries,
Associate and Joint Ventures during
Financial Year 2025-26

During the financial year 2025-26, the Company''s
subsidiaries, associates and joint ventures
continued to support the Group''s long-term
growth strategy by strengthening its presence
across the travel, hospitality, technology and allied
sectors. These entities played an important role
in broadening the Company''s business portfolio,
enhancing its service offerings and creating
strategic opportunities across domestic and
international markets.

The travel and mobility businesses within the
Group continued to focus on expanding their
customer base, improving operational efficiencies
and strengthening digital capabilities, while
the hospitality and other strategic investments
were directed towards creating long-term value
and expanding the Company''s presence in
complementary business segments.

The Company''s overseas subsidiaries continued
to facilitate its international operations by
strengthening its global footprint, supporting
cross-border business development and enabling
access to new markets. Collectively, the Group
entities remained aligned with the Company''s
vision of building an integrated travel and tourism
ecosystem while pursuing sustainable growth and
operational excellence.

The financial performance and salient features of
the Company''s subsidiaries, associates and joint
ventures are set out in the Consolidated Financial
Statements and Form AOC-1, which forms part of
this Annual Report.

Contribution to Overall Performance of
the Company during Financial Year 2025-26

The subsidiaries, associates and joint ventures of
the Company continued to contribute towards
strengthening the consolidated performance
of the Group during the financial year 2025-26.
Their collective efforts supported the Company
in enhancing operational capabilities, expanding
its market presence and creating synergies across
various business verticals.

The performance of these entities complemented
the Company''s core operations and contributed
towards building a robust and diversified business
framework. Through effective collaboration,
operational integration and strategic alignment
with the Company''s objectives, the Group
continued to focus on sustainable growth,
improved efficiencies and long-term value creation
for stakeholders.

12. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the

Companies Act, 2013, the Company has complied with
the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and
notified by the Ministry of Corporate Affairs.

13. DEPOSITS

During the financial year under review 2025-26, the

Company has not accepted any deposits from the public
within the meaning of Section 73 of the Companies

Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014. Further, the Company does not

have any unclaimed or unpaid matured deposits or any
interest due thereon as on the date of this Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026, the following individuals were serving as Directors on the Board of the Company and as Key

Managerial Personnel (KMPs):

Appointment/ Re-Appointment/ Cessation/ Change in

Designation

• Second consecutive term of appointment of
Mr. Satya Prakash and Justice Usha Mehra as
Independent Directors of the Company has
ended on July 01, 2025. Consequently, Mr. Satya
Prakash and Justice Usha Mehra have ceased to be
Independent Directors of the Company with effect
from July 02, 2025.

• Mrs. Neena Kumar was appointed as Independent
Director w.e.f July 01,2025.

• Mrs. Ruchi Ghanashyam was appointed as
Independent Director w.e.f July 01, 2025.

• Mr. Prashant Pitti has ceased to be the Managing
Director of the Company with effect from August
29, 2025 due to his resignation.

• Mr. Nishant Pitti was appointed as the Chairman
and Managing Director of the Company w.e.f
August 29, 2025.

• Mr. Vikas Bansal was appointed as Whole-time
Director w.e.f. August 29, 2025.

• Second consecutive term of appointment of
Mr. Vinod Kumar Tripathi as Independent Director
of the Company has ended on February 23, 2026.
Consequently, Mr. Vinod Kumar Tripathi has ceased
to be Independent Director of the Company with
effect from February 24, 2026

• Mr. Ajay Kumar Chauhan appointed as an
Independent Director w.e.f. 24^th February, 2026

In accordance with provisions of the Act and the Articles

of Association of the Company, Mr. Nishant Pitti,

Chairman & Managing Director (DIN: 02172265) is
liable to retire by rotation at this AGM and is eligible for
re-appointment.

Profile and other information of Mr. Nishant Pitti
as required under Regulation 26, Regulation 36 of
SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 and Secretarial Standard - 2 is given
as an Annexure to the Notice convening this Annual
General Meeting.

15. INDEPENDENT DIRECTORS'' DECLARATION

As on March 31, 2026, the following individuals served

as Independent Directors on the Board of the Company:

1. Mr. Ajay Kumar Chauhan

2. Mrs. Neena Kumar

3. Mrs. Ruchi Ghanashyam

During the financial year under review, there were no
appointments or resignations of Independent Directors
except as mentioned in point 14.

Pursuant to the provisions of Section 149 of the
Companies Act, 2013, and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the
Independent Directors have submitted declarations
confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Act, read with
the applicable rules, and Regulation 16(1 )(b) of the
Listing Regulations.

Further, in accordance with Regulation 25(8) of the
Listing Regulations, the Independent Directors have

confirmed that they are not aware of any circumstance

or situation which exists or may reasonably be
anticipated that could impair or impact their ability
to discharge their duties with objective independent
judgment and without any external influence.

Additionally, all Independent Directors have
submitted declarations of compliance with Rule 6(3)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended by the Ministry of
Corporate Affairs (MCA) Notification dated October 22,
2019, pertaining to their enrollment in the Independent
Directors'' Data Bank maintained by the MCA.

In terms of the provisions of the Companies Act, 2013,

a meeting of the Independent Directors was held on
March 18, 2026, which was attended by all Independent
Directors.

In compliance with the requirements under the Listing

Regulations, the Company has established a structured
framework for the Familiarization Programme for
Independent Directors. This programme is aimed

at familiarizing them with their roles, rights, and
responsibilities as Directors, the nature of the industry
in which the Company operates, the Company''s
business model, and other relevant matters.
Details of the familiarization programmes conducted
during the financial year under review are provided in
the Corporate Governance Report and are also available
on the Company''s website at www.easemytrip.com.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of

Directors, at its meeting held on 30^th May, 2026, carried
out the annual performance evaluation of the Board
as a whole, individual Directors, and the functioning
of its committees, including the Audit Committee,

Nomination and Remuneration Committee, and other
Committees of the Board.

The methodology and criteria for the evaluation, along
with the outcomes, are detailed in the Corporate
Governance Report, which forms part of this Annual

Report.

The link to the board evaluation policy ishttps://

www.easemvtrip.com/investor-pdf/2023/

Board-Evaluation-Policy.pdf.

17. COMMITTEES OF BOARD

The Company has constituted the following Committees
as mandated under the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, along with the applicable rules
framed thereunder:

(A) Audit Committee;

(B) Nomination and Remuneration Committee (NRC);

(C) Stakeholders Relationship Committee (SRC);

(D) Risk Management Committee (RMC);

(E) Corporate Social Responsibility Committee

(CSR); and

(F) Sexual Harassment Committee (SHC).

The detailed composition, terms of reference, and
functioning of these Committees are provided in the
Corporate Governance Report, which forms an integral
part of this Annual Report.

18. VIGIL MECHANISM AND WHISTLE BLOWER
POLICY:

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013, and Regulation 22 of the SEBI
(Listing Obligation and Disclosures Requirement)

Regulations 2015 the Company has established a Vigil
Mechanism / Whistle Blower Policy for its Directors
and employees to provide a framework for reporting

genuine concerns relating to any actual or suspected
instances of misconduct, violation of applicable laws,
regulations, or the Company''s policies, or any other
matter that may be detrimental to the Company''s
interests.

The Policy provides appropriate channels for Directors
and employees to report their concerns and ensures
that such matters are reviewed and addressed in a fair
and transparent manner. The Policy also provides direct
access to the Chairperson of the Audit Committee in
appropriate circumstances.

During the financial year under review, no complaints
were received under the Whistle Blower Policy.

The Whistle Blower Policy is available on the
Company''s website and can be accessed at:https://
www.easemytrip.com/investor-pdf/WHISTLE-BLOWER-
POLICY 1.pdf

19. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee is
responsible for evaluating and identifying suitable
candidates for appointment as Directors, Key Managerial
Personnel (KMP), and Senior Management Personnel
of the Company. In carrying out this responsibility, the
Committee considers individuals with high standards of
integrity, relevant qualifications, expertise, experience,
and leadership capabilities commensurate with the
requirements of the respective roles. The Committee
also ensures compliance with the applicable eligibility
criteria relating to age, qualifications, and other
prescribed requirements under the Companies Act,
2013 and other applicable laws and regulations.

In accordance with the provisions of Section 178 of

the Companies Act, 2013, the Board has adopted a
comprehensive Nomination and Remuneration Policy
based on the recommendations of the Nomination
and Remuneration Committee. The Policy sets out the

framework and guiding principles for the selection,
appointment, evaluation, and remuneration of
Directors, KMPs, and Senior Management Personnel of
the Company.

The Nomination and Remuneration Policy of the
Company is available on the website and can be accessed
at the following URL:https://www.easemytriD.com/
investor-pdf/Nomination-and-Remuneration-Policy-

20mar.pdf

20. WEB LINK OF ANNUAL RETURN

The Annual Return of the Company as on the financial
year ended on March 31, 2026 in terms of Section 92

and Section 134 of the Act is available on the website
of the Company at:https://www.easemvtrip.com/
investor-relations.html

21. IEPF

During the financial year under review, the Company
was not required to transfer any funds and equity
shares to the investor education and protection fund as
per the provisions of Section 125 of the Act.

The details of unpaid/ uncashed dividend lying in
the unpaid dividend account up to the year are
available on the website of the company at:https://
www.easemvtriD.com/investor-relations.html

22. AUDIT REPORT AND AUDITORS
STATUTORY AUDITORS

M/s. Walker Chandiok & Co. LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013) continue
to act as the Statutory Auditors of the Company for
the term approved by the Members at the 16^th Annual
General Meeting held on September 28, 2024, for
a period of five (5) consecutive years, i.e., from the
conclusion of the 16^th Annual General Meeting until the
conclusion of the 21^st Annual General Meeting to be
held in the year 2029.

The Statutory Auditors have confirmed their eligibility

to continue as Auditors of the Company in accordance
with the provisions of Section 141 of the Companies

Act, 2013 and the Rules framed thereunder. They have
further confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India, in compliance with
the requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Report of the Statutory Auditors on the financial

statements for the financial year under review forms part
of this Integrated Report and Annual Accounts. The said
Report does not contain any qualification, reservation,
adverse remark, or disclaimer. The observations made
by the Statutory Auditors, if any, read together with the
relevant Notes to Accounts, are self-explanatory and do
not require any further explanation.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 of the

Companies Act, 2013 and the Rules made thereunder,
read with Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Members of the Company at the 17^th Annual General
Meeting held on September 29, 2025, approved the
appointment of M/s. SMD & Co., Company Secretaries
(Unique Identification Number: S2023HR924000), a
peer-reviewed firm of Company Secretaries in Practice,
as the Secretarial Auditors of the Company for a term
of five (5) consecutive years, to hold office from the
conclusion of the 17^th Annual General Meeting until the
conclusion of the 22^nd Annual General Meeting to be
held in the year 2030.

The Secretarial Auditors have submitted their report,
confirming that the Company has complied with all
applicable provisions of corporate laws. The report does
not contain any qualification, reservation, disclaimer, or
adverse remark.

The Secretarial Audit Report and the Secretarial
Compliance Report are annexed to this Report as
Annexure-B.

The material unlisted subsidiary of the Company,
Yoiobus Private Limited, has also undergone Secretarial
Audit for the Financial Year 2025-26 in accordance with
Section 204 of the Companies Act, 2013 and Regulation
24A of the SEBI Listing Regulations. Accordingly, the
Secretarial Audit Report of Yoiobus Private Limited for
FY 2025-26, issued by M/s. Jain Pankaj & Associates,
Company Secretaries in Practice (Firm Registration
No. 23887), is annexed herewith. The said report is
self-explanatory and does not contain any qualification,
reservation, adverse remark or disclaimer of opinion.

INTERNAL AUDITOR

The Company appointed M/s. Crowe Advisory Services
(India) LLP (LLPIN: AAO-5909), Chartered Accountants,

Mumbai, as the Internal Auditor of the Company for the
financial year 2025-26 to carry out the internal audit
of the Company in accordance with the provisions of
Section 138 of the Companies Act, 2013 and the rules

made thereunder.

23. COST RECORDS AND AUDIT

The maintenance of cost records and the requirement
of cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013, are not

applicable to the business activities carried out by the
Company.

24. DETAILS OF FRAUD REPORTED BY AUDITOR

During the financial year under review, no instances
of fraud were reported by the Statutory Auditors or
the Secretarial Auditor to the Audit Committee under
the provisions of Section 143(12) of the Companies
Act, 2013, involving any officer or employee of the
Company. Accordingly, no disclosure in this regard is
required to be made in the Board''s Report.

25. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT

The details of loans, guarantees, and investments
covered under the provisions of Section 186 of the

Companies Act, 2013 are provided in the financial
statements for the year ended March 31, 2026, which
form part of this Annual Report.

26. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

During the financial year under review, all contracts,
arrangements, or transactions entered into by the
Company with related parties were on an arm''s length
basis and in the ordinary course of business, and were
in compliance with the applicable provisions of the
Companies Act, 2013.

Form AOC-2, pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, is provided in

Annexure-C to this Report.

The Company has implemented robust processes and
procedures for the identification and monitoring of
related parties and related party transactions. The Policy
on Related Party Transactions, which ensures proper
reporting, approval, and disclosure procedures for such
transactions, is available on the Company''s website
at: https://www. easemvtriD.com/investor-Ddf/2023/

Reiated-Partv-Transactions-Policv.pdf

27. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There have been no significant material changes and
commitments affecting the financial position of the
Company between the end of the financial year to
which the financial statements relate and the date of
this Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

Pursuant to the provisions of Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the particulars
relating to conservation of energy, technology

absorption, and foreign exchange earnings and outgo
are provided in Annexure-D to this Report and form an
integral part thereof.

Considering the nature of its business in the Travel and
Tourism industry, the Company does not undertake
activities involving significant technology absorption

or incur substantial expenditure on research and
development. Accordingly, the disclosures relating to

technology absorption and other particulars prescribed
under the aforesaid provisions are not applicable to
the Company. Nevertheless, the Company remains
committed to adopting sustainable practices and
continues to undertake initiatives aimed at efficient
energy utilisation and optimisation of energy
consumption across its operations.

29. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of

the Companies Act, 2013, and Regulation 21 read
with Schedule II of, part D of SEBI (Listing Obligation
and Disclosures Requirement), Regulation 2015 the

Company has established a robust Risk Management
Framework to identify, evaluate, monitor, and mitigate
risks that may impact its business objectives, operations,
or long-term sustainability. The Board has identified
key risks that, in its opinion, could potentially affect the
Company''s growth and continued success and has put
in place appropriate measures to address such risks.

The Company''s risk management process encompasses
the systematic identification, assessment, prioritization,
monitoring, and mitigation of strategic, operational,
financial, regulatory, and other business risks.
The framework also enables the Company to proactively
identify emerging opportunities while minimizing the
likelihood and impact of potential adverse events.

The Board of Directors, through periodic reviews,
oversees the effectiveness of the Risk Management

Framework and ensures that the management adopts
a structured and proactive approach towards managing
risks. Significant risks identified during the course of

business are continuously monitored, and appropriate
mitigation strategies are implemented to strengthen
the Company''s resilience and support sustainable
growth.

The Company''s Risk Management Policy is available
on its website at:https://www. easemvtrip.com/
investor-pdf/2022/Risk-Manaaement-Policv-20-12-22.
pdf?v=1

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken its Corporate Social
Responsibility (CSR) initiatives through the EaseMyTrip

Foundation, with a focus on creating meaningful

social impact across diverse areas, including
environmental sustainability, heritage conservation,
promotion of art and culture, healthcare, education,
women empowerment, animal welfare, and sports
development. Through these initiatives, the Company
aims to contribute towards the well-being of
communities and support sustainable development.

The Company considers CSR an integral part of
its business philosophy and remains committed
to conducting its operations in a responsible and
sustainable manner while creating value for its
stakeholders. In accordance with the provisions of
Section 135 of the Companies Act, 2013, read with
Schedule VII thereto, the Board of Directors has
constituted a CSR Committee and has adopted a
comprehensive CSR Policy outlining the framework and
guiding principles for undertaking CSR activities.

The CSR Policy of the Company is available on its website
at: https://www.easemytrip.com/investor-pdf/2024/

CorDorate-Social-ResDonsibilitv-Policv.Ddf

For the financial year 2025-26, the Company''s CSR
obligation amounted to ?3,29,96,514/-, out of which
the Company contributed ?3,29,96,514/- towards CSR
activities through its implementing agency, EaseMyTrip

Foundation, and direct contributions made by the
Company. The Annual Report on CSR activities for

the financial year ended March 31, 2026, along with
the composition of the CSR Committee, is provided in
Annexure-E to this Report.

31. MANAGEMENT''S DISCUSSION AND ANALYSIS

In accordance with the provisions of Regulation
34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management

Discussion and Analysis Report forms an integral part
of this Integrated Annual Report.

32. BOARD POLICIES

The details of the policies approved and adopted by
the Board as required under the Act and Securities and
Exchange Board of India (SEBI) regulations are provided
in Annexure-F to the Board''s report.

33. CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 34(3) read

with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the

Report on Corporate Governance for the financial
year 2025-26 forms an integral part of this Integrated
Annual Report.

34. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Twelve (12) times during

the financial year under review. The details of these
meetings, including the dates and attendance of
Directors, are provided in the Corporate Governance
Report, which forms part of this Integrated Annual
Report. The maximum interval between any two
consecutive Board meetings did not exceed 120 days,
thereby complying with the requirements prescribed
under the Companies Act, 2013.

35. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

Pursuant to the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report (BRSR), setting out the Company''s performance

and initiatives across key Environmental, Social, and
Governance (ESG) parameters, forms an integral part of
this Annual Report.

36. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Companies Act, 2013,

read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the requisite details are provided in Annexure-G

to this Report.

Further, in accordance with Rule 5(2) of the said Rules,

a statement containing the names and other particulars
of the top ten employees in terms of remuneration
drawn, as well as details of employees receiving
remuneration in excess of the prescribed limits, is not
applicable in this financial year.

37. INTERNAL FINANCIAL CONTROL & ITS
ADEQUACY

During the financial year under review, the
Management engaged M/s. ADMS & Co., Chartered
Accountants, to assist in updating the Company''s
Risk Control Matrix (RCM) and to conduct testing of
the design and operating effectiveness of internal
controls. The updated RCM, together with the results
of the control testing, was reviewed and adopted by
the Management and subsequently shared with the
Statutory Auditors for their independent evaluation.

The Statutory Auditors reviewed the RCM and the

outcomes of the control testing and provided their
observations, which were duly considered by the Board.

The updated RCM is expected to further strengthen the

Company''s internal control framework by enhancing
risk management processes, improving operational
efficiency, and reinforcing governance practices.

Based on the evaluation of the internal financial
controls and the reports of the Management and the
Statutory Auditors, no material weaknesses in the
design or operating effectiveness of the Company''s
internal financial controls were identified during the
financial year. Accordingly, the Board is of the opinion
that the Company''s internal financial controls are
adequate, commensurate with the nature and size of
its business, and are operating effectively.

38. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS

During the financial year under review, no significant or
material orders were passed by any regulators, courts,
or tribunals which would impact the going concern
status of the Company or its future operations.

39. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has adopted a comprehensive Prevention
of Sexual Harassment (POSH) Policy in accordance with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules framed thereunder. The Policy
is applicable to all employees of the Company and
its subsidiaries, including permanent, contractual,
temporary, and trainee personnel.

The Company remains committed to fostering
a safe, inclusive, and respectful workplace that
upholds the dignity of every individual and is free
from discrimination, harassment, and intimidation.
To reinforce this commitment, the Company regularly
conducts awareness, sensitization, and training
programmes to educate employees on the provisions
of the Act and promote a culture of mutual respect and
accountability.

In compliance with the statutory requirements, the
Company has duly constituted Internal Committees

(ICs) at all applicable locations to receive, inquire into,
and redress complaints relating to sexual harassment.
The Company has complied with all applicable
provisions of the Act concerning the constitution and
effective functioning of these Committees.

During the financial year under review, no complaints
of sexual harassment were received by the internal
Committees.

40. COMPLIANCE WITH THE PROVISIONS OF
MATERNITY BENEFIT ACT 1961

During the year under review, the Company has made
compliance with the applicable provisions of the
Maternity Benefit, Act 1961.

41. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application
was made by the Company, nor is any proceeding
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

42. CYBER SECURITY

During the year, Cyber Security and related risks were

reviewed by the Risk Management Committee and
necessary actions were taken to mitigate any risk
associated with Cyber Security.

43. OTHER DISCLOSURES

During the financial year under review, the requirement

to disclose details of any difference between the
valuation conducted at the time of a one-time
settlement and the valuation carried out for obtaining
loans from banks or financial institutions, along with
the reasons for such difference, is not applicable to the
Company.

44. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,

the Directors, to the best of their knowledge and belief,
confirm that:

a) in the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards had been followed, along
with proper explanation relating to material
departure(s), if any;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent, so as to give a true and fair view of
the state of affairs of the Company as at the end
of the financial year ended March 31, 2026 and of
the profit of the Company for that period;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts
on a ''going concern'' basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and such

internal financial controls are adequate and are
operating effectively; and

f) the Directors have devised proper systems to

ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record
its deep and sincere appreciation to the Company''s
bankers, business associates, consultants, and various
Government authorities for their steadfast support and
cooperation extended to the Company''s operations
during the financial year under review. The Board
also conveys its profound gratitude to the esteemed
shareholders for their enduring trust, confidence,
and encouragement, which continue to inspire and
strengthen the Company''s journey towards sustained
growth and excellence.

For and on behalf of the Board
Easy Trip Planners Limited

Nishant Pitti

Date: September 01, 2026 Chairman

Place: New Delhi DIN: 02172265

Your directors have pleasure in presenting the 16^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of Accounts of your Company for the Year ended 31^st March, 2024.

1. FINANCIAL RESULTS

I n compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2023-24. The standalone and consolidated financial highlights of the Company''s operations are as follows:

('' Million)

2. STATE OF AFFAIRS

During the year under review, your Company has achieved a Standalone Revenue from operations of '' 4815.25 million as against '' 4,298.29 million in the previous year. Profit before tax is '' 2326.13 million as against '' 1,972.69 million for the previous year. Total comprehensive income of the year is '' 1,193.44 million as against '' 1,470.66 million for the previous year.

During the year under review, your Company has achieved a Consolidate Revenue from operations of '' 5,905.76 million as against '' 4,488.26 million in the previous year. Profit before tax is '' 2,150.63 million as against '' 1,849.38 million for the previous year. Total comprehensive income attributable to equity holders of the parent of the year is '' 1,028.09 million as against '' 1,341.25 million for the previous year.

OVERVIEW

EaseMyTrip commenced operations in 2008 through B2B2C (business to business to customer) distribution

channel by providing travel agents access to domestic airline tickets through their online portal. In 2011, EaseMyTrip expanded their operations in the B2C (business to customer) distribution channel to cater to the growing Indian middle class population''s travel requirements. Soon in 2013, EaseMyTrip commenced operations in the B2E (business to enterprise) distribution channel as well with the aim of providing end-to-end travel solutions to corporates. Their presence in 3 distinct distribution channels provides them with a diversified customer base and wide distribution network.

As of March 31, 2024, the Company provided customers with access to more than 400 international

and domestic airlines, more than 2.63 million hotels in India and international jurisdictions, almost all the

railway stations in India as well as bus tickets and taxi rentals for major cities in India. Further, EaseMyTrip also had the largest network of travel agents with 67,000 registered travel agents across almost all major cities in

India as of March 31, 2024.

3. TRANSFER TO RESERVE

During the financial year, the Company has transferred Nil (no share option outstanding) from Share Option Outstanding Account to General Reserve.

The total General Reserve stands at '' 3,146.27 million on standalone basis whereas '' 2,817.17 million on consolidated basis.

4. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company. Your Company continues to be in the business of Travel and Travel related services and is exploring business opportunities in Hospitality, Aviation

and Insurance Broking Sector.

5. SHARE CAPITAL

As on March 31, 2024, the authorised share capital of the Company is '' 250,00,00,000/- comprising of

250,00,00,000 equity shares of face value of '' 1/- each and the paid-up equity share capital as at March 31, 2024 is '' 1,77,20,40,618 comprising of 1,77,20,40,618 equity shares of face value of '' 1/- each.

During FY 2023-24, the Company had increased the Authorised Share Capital of the Company from '' 200,00,00,000/- (Rupees Two Hundred Crore only) divided into 200,00,00,000 (Two Hundred Crores) Equity Shares of '' 1/- (Rupees One only) each to '' 250,00,00,000/- (Rupees Two Hundred Fifty Crores only) divided into 250,00,00,000 (Two Hundred Fifty Crore) Equity Shares of '' 1/- (Rupees One only) each vide members approval dated March 07, 2024 passed through Postal Ballot.

Preferential Issue

During the year under review, the Company has issued 3,37,20,618 equity share of Re. 1/- each on preferential basis as approved by the members by way of Special Resolution passed through postal ballot on September 06, 2023 and allotted the said shares vide Board resolution dated 27^th September, 2023.

Accordingly, during the year, the paid-up share capital of the Company stands increased to '' 1,77,20,40,618/-(Rupees one hundred seventy seven crores and twenty lakh forty thousand six hundred and eighteen only) having 1,77,20,40,618 equity shares of Re. 1/- each.

Bonus Issue

During the Year under review the Company has not

issued any bonus shares.

6. EQUITY SHARES WITH DIFFERENTIAL RIGHTS AND SWEAT EQUITY SHARES

The Company has neither issued equity shares with differential rights as to dividend, voting or otherwise

nor issued sweat equity shares during the financial year under review.

7. DIVIDEND

During the Year under review, the Company has declared interim Dividend vide Board Resolution dated December 11, 2023 at the rate of 10% on the Equity

Share Capital of the Company (i.e. '' 0.10/- per equity share of '' 1/- each), amounting to '' 17,72,04,062/-(Rupees Seventeen Crore Seventy-Two Lakhs Four Thousand and Sixty-Two Only)

The dividend distribution policy of the Company can be

accessed at httDs://www.easemvtriD.com/investor-Ddf/ Policv-for-Dividend-Distribution.Ddf

8. EMPLOYEES STOCK OPTION PLAN (ESOP)

During the year under review, the Company has not issued ESOP. Further, the Company in compliance with

the provisions of Section 62 (1) (b) of the Companies

Act, 2013, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable provisions, if any. The Company had approved the Easy Trip Planners - Employees Stock Option Plan 2022 in the Annual General Meeting of the Company vide members Special Resolution dated August 30, 2022 which was further extended vide shareholders special resolution dated September 06, 2023 passed through Postal Ballot.

9. QUALIFIED INSTITUTIONAL PLACEMENT

During the year under review, the members through

Special Resolution dated March 07, 2024 passed through postal ballot, approved the raising of further capital of upto '' 1,000/- Crores (Rupees One Thousand Crores) by way of offer, issue and allotment of such number of Equity Shares, non-convertible debt instruments along with warrants and convertible securities other than warrants ("Securities") through qualified institutions placement, in accordance with provisions of the applicable Laws.

10. LISTING AT STOCK EXCHANGES

As on the date of this report, the Company has its Equity Shares listed on the following Stock Exchanges:

i. BSE Limited; and

ii. The National Stock Exchange of India Limited.

The listing fees for the financial year under review has been paid to the Stock Exchanges where the equity

shares of the Company are listed.

11. SUBSIDIARIES

(a) Consolidated Financial Statements

During the year, the Board of Directors reviewed

the affairs of the subsidiaries. The Consolidated financial statements of your Company for the Financial Year 2023-24, have been prepared in accordance with the Act and applicable Indian Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements is presented in a separate section in this Annual Report.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient

features of financial statements, performance and financial position of each subsidiary is given in Form AOC- 1 as Annexure A to this Report. Pursuant to the provisions of Section 136 of the Act, the standalone audited financial statements, consolidated audited financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries are available on the website of the Company (www.easemvtriD.com).

(b) Incorporation/Acquisition of Subsidiaries during the financial year under review:

During the year under review, the company has acquired the following subsidiary companies in

India namely:

• Glegoo Innovations Private Limited ("Glegoo")

(w.e.f. June 06, 2023)

• Dook Travels Private Limited ("Dook") (w.e.f. September 27, 2023)

• Tripshope Travel Technologies Private Limited ("Tripshope") (w.e.f. September 27, 2023)

• Guideline Travels Holidays India Private Limited ("Guideline") (w.e.f. September 27, 2023)

Further, the company has incorporated following

subsidiary company in India namely:

• EaseMyTrip Insurance Broker Private Limited

(w.e.f. January 05, 2024).

No company ceased to be the subsidiary, during the year under review.

As on March 31, 2024, the Company has 16 subsidiaries within the meaning of Sections 2(87)

of the Companies Act, 2013 ("Act") and has no Joint Venture and Associate Company. Further, the Company does not have any material subsidiary.

12. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

13. DEPOSITS

During the year 2023-24, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed/ unpaid matured deposit or interest due thereon.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2024, following Directors and KMPs are acting on the Board of Company:

During the year under review, Mr. Prashant Pitti was re-designated as Managing Director of the Company w.e.f. December 11, 2023 for his remaining tenure, which was further approved by the shareholders on

March 07, 2024 through Postal Ballot.

Further, Mr. Prashant Pitti was re-appointed as Managing Director for a further term of 5 (Five) years w.e.f. July 02, 2024 to July 01, 2029 as approved by the Board in their meeting dated February 06, 2024 and by the Shareholders on March 07, 2024, passed through Postal Ballot.

Mr. Nishant Pitti (DIN: 02172265) was re-appointed as

Whole-Time Director of the Company for a further term of 5 years w.e.f. 10^th May, 2024 in the meeting of the Board of Directors held on 16^th April, 2024 which was further approved by the shareholders through Postal

Ballot passed on 28^th June, 2024.

Mr. Rikant Pittie (DIN: 03136369) was re-appointed as

Whole-Time Director of the Company for a further term of 5 years w.e.f. 13^th June, 2024 in the meeting of the Board of Directors held on 24^th May, 2024 which was further approved by the shareholders through Postal Ballot passed on 28^th June, 2024.

Pursuant to the provisions of section 152 of the Act, Mr. Nishant Pitti (DIN: 02172265), retires by rotation at the ensuing Annual General Meeting and being eligible,

has offered himself for re-appointment.

Profile and other information of Mr. Nishant Pitti as required under Regulation 26, Regulation 36 of

SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual General Meeting.

No Independent Director was due to be re-appointed

during the year.

15. INDEPENDENT DIRECTORS'' DECLARATION

As on March 31, 2024, Mr. Satya Prakash, Justice Usha Mehra (Retired) and Mr. Vinod Kumar Tripathi are the Independent Directors on the Board.

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company have submitted declarations

that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for

Independent Directors, had been received from all Independent Directors.

I n terms of the provisions under the Companies Act, 2013, the Independent Directors met on February 17,

2024 and all the Independent Directors have attended the meeting.

In compliance with the requirements of SEBI

LODR Regulations, the Company has put in place a framework for Independent Directors'' Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on the Company''s website https://www.easemvtrip.com/ investor-pdf/Familiarization-Program-for-Independent-Directors.pdf

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its

meeting had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report. The link to the board evaluation policy is https://www.easemytrip.com/investor-pdf/202 3/ Board-Evaluation-Policy.pdf.

17. COMMITTEES OF BOARD

The Company had constituted such committees as required under the Companies Act, 2013 & SEBI (LODR)

Regulations 2015 along with the related rules made thereunder the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.

Following Committees are functional:

(A) Audit Committee;

(B) Nomination and Remuneration Committee (NRC);

(C) Stakeholders Relationship Committee (SRC);

(D) Risk Management Committee (RMC);

(E) Corporate Social Responsibility Committee (CSR);

(F) Initial Public Offer Committee (IPO);

(G) Qualified Institutional Placement Committee

(QIP); and

(H) Sexual Harassment Committee (SHC).

18. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act,

the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.

The policy also provides access to the Chairperson of the Audit Committee under certain circumstances.

The Whistle Blower Policy is uploaded on the website of the Company at https://www.easemytrip.com/ investor-pdf/WHISTLE-BLOWER-POLICY 1.pdf

19. NOMINATION CUM REMUNERATION POLICY

For the purpose of selection of any Directors, Key

Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.

The salient features of the Policy as approved by the Board and amended from time to time are as follows:

i. Appointment of the Directors and Key Managerial Personnel of the Company.

ii. Fixation of the remuneration of the Directors, Key

Managerial Personnel and other employees of the Company.

iii. Formulate a criterion for determining qualifications, positive attributes and independence of a director.

iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report

i i

of performance evaluation of the Independent Directors.

v. To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.

vi. Undertake any other matters as the Board may decide from time to time.

The Nomination cum Remuneration Policy of the

Company is available on the website of the Company:

https://www.easemvtrip.com/investor-Ddf/ Nomination-and-Remuneration-Policv-20mar.pdf

20. WEB LINK OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed Format is available at: Link: https://www.easemvtrip.comi/investor-relations. html

21. IEPF

The details of unpaid/ uncashed dividend lying in the unpaid dividend account up to the year are available on the website of the company at https://www.easemvtrip. com/investor-relations.html

22. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS

The Board of Directors at their meeting dated 14^th August, 2024 recommended the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) as Statutory Auditors of the Company in place of M/s. S.R. Batliboi & Associates LLP, Chartered ccountants (Firm''s Registration No. 101049W/E300004) who have tendered their resignation w.e.f. 13^th August, 2024 as Statutory Auditors of the Company. M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013 were appointed w.e.f. 14^th August, 2024 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm''s Registration No. 01049W/E300004).

Further, the Board of Directors of the Company at its meeting held on 05^th September, 2024 have appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) for a term of 5 years, subject to the approval of shareholders at ensuing Annual General Meeting, to hold office from

the conclusion of 16^th Annual General Meeting till the conclusion of 21^st Annual General Meeting of the Company to be held in the year 2029.

The Board recommends to the members of the Company

approval of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) as the Statutory Auditors of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditor forms part

of this Integrated Report and Annual Accounts 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. However, the observations of the Statutory Auditors in

their report read together with the Notes on Accounts are self-explanatory and therefore, do not call for any further explanation.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and the Rules made

there under, M/s Sharma and Trivedi LLP, Company Secretaries, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2023-24.

The Secretarial Auditors have submitted their report,

confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit

Report and Secretarial Secretarial Compliance Report is not attached alongwith MR-3 in Annexure-B to this report.

INTERNAL AUDITOR

The Company appointed M/s Crowe Advisory Services (India) LLP (LLPIN: AA0-5909), Chartered Accountants,

Mumbai as Internal Auditor of the Company for the financial year ended 2023-24.

23. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

24. DETAILS OF FRAUD REPORTED BY AUDITOR

During the year under review, neither the statutory

auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the

Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies

Act, 2013 are given in the Financial Statements as on March 31, 2024.

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2023- 2024, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were on arm''s length basis and in the ordinary course of business and were

in compliance with the applicable provisions of the Companies Act, 2013.

Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule 2014 is set out in

Annexure-C to this report.

The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions. The policy on related party transaction is placed on the Company''s website at: https://www.easemvtriD.com/investor-pdf/2023/

Reiated-Partv-Transactions-Policv.pdf. The Policy

intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

No significant material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- D and is attached to this report.

The Company being in the Travel and Tourism Industry,

its activities do not involve any expenditure on Technology and Research and Development, therefore, the particulars in the Companies {Accounts) Rules, 2014, as amended, in respect of Conservation of Energy and Technology Absorption is not applicable to the Company. Further, the Company is not energy intensive. However, the Company takes every effort to ensure optimum use of energy.

29. RISK MANAGEMENT POLICY

The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Risk Management procedure is reviewed by the Board From time to time, to ensure that the executive management controls risk through means of a properly defined framework. Major risks identified are

systematically addressed through mitigating actions on a continuing basis.

The policy on Risk Management Policy is placed on the

Company''s website at: httDs://www.easemvtriD.com/ investor-Ddf/2022/Risk-Management-Policy-20-12-22. pdf?v=1

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company implemented its CSR initiatives through EaseMyTrip Foundation which contributes to ensuring environmental sustainability, protection of national heritage, art and culture including restoration of

buildings and sites of historical importance and works of art, health care sector for human rescue ambulance service and animal mobile medical ambulance., upliftment of Education of Girls by providing basic

amenities required, animal welfare and training of Sports persons.

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholder. In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at: https://www.easemytrip.com/investor-pdf/2022/

Corporate-Social-ResDonsibilitv-Policv.pdf

The CSR budget for the financial year 2023-24 was '' 2,84,63,092/- and the Company had spent an amount of '' 2,84,63,092/- on CSR Activities. Annual Report on our CSR activities for the financial year ended March 31, 2024 along with the composition of CSR Committee is set out in Annexure E to this Report.

31. MANAGEMENT''S DISCUSSION AND ANALYSIS

I n terms of the provisions of Regulation 34(2) of the

Listing Regulations, the Management''s discussion and analysis is set out in this Integrated Annual Report.

32. CORPORATE GOVERNANCE REPORT

I n terms of the provisions of Regulation 34(3) of the

Listing Regulations read with Schedule-V of these Regulations, the Corporate Governance Report for fiscal year 2024 forms part of this integrated Annual Report.

33. BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure F to the Board''s report.

34. NUMBER OF MEETINGS OF THE BOARD

The Board met 14 (Fourteen) times during the financial

year. The meeting details are provided in the Corporate Governance report that Forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by

the Companies Act, 2013.

35. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business

Responsibility and Sustainability Report describing the initiatives undertaken by the Company from an environment, social and governance perspective, forms part of the Annual Report.

36. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure G.

Further, disclosures pursuant to Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the limits is annexed as Annexure H

37. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

The Management of the Company has appointed

M/s. ADMS & Co., Chartered Accountancy firm to assist in updating of Risk Control Matrix ("RCM") and perform necessary testing of controls. RCM and Testing results are adopted by the Management and shared with the Statutory Auditors for their review and report thereon. The Statutory Auditor has reviewed the report and given their comments. The Board duly adopted the comments of the auditors.

The Risk Control Matrix will improve the overall effectiveness of the company growth in long run also

help in removing hindrances.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No such significant and material orders that have been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

39. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, including those of subsidiaries (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination, further the Company conducts awareness program at regular interval of time.

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013 ("Act") and Rules made there under, Company has constituted Internal Complaints Committees (ICC to redress complaints received

regarding Sexual Harassment at all Units). The Company has complied with the provisions relating to the constitution of ICC under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year 2023-24 no cases/complaints have been filed under the Act.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, neither any application is made by the Company nor any proceeding is pending under the Insolvency and Bankruptcy Code,

2016.

41. CYBER SECURITY

During the year, Cyber Security and related risks were

reviewed by the Risk Management Committee and necessary actions were taken to mitigate any risk associated with Cyber Security.

42. OTHER DISCLOSURES

During the financial year under review, disclosure

w.r.t. details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable.

43. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief,

confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed, along with proper explanation relating to material

departure(s), if any;

b) the Directors have selected such accounting policies and applied them consistently and made

judgements and estimates that are reasonable and prudent, so as to give a true and fair view of

the state of affairs of the Company as at the end of the financial year March 31, 2024 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are

operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

Your directors placed on record their sincere thanks to the bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Easy Trip Planners Limited

Nishant Pitti

Date: 05.09.2024 Chairman

Place: New Delhi DIN: 02172265

Your directors have pleasure in presenting the 15^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of Accounts of your Company for the Year ended March 31, 2023.

1. FINANCIAL RESULTS

I n compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2022-23. The standalone and consolidated financial highlights of the Company''s operations are as follows:

2. STATE OF AFFAIRS

During the year under review, your Company has achieved a Standalone Revenue from operations of '' 4,298.29 million as against '' 2,328.60 million in the previous year. Profit before tax is '' 1,972.69 million as against '' 1,450.57 million for the previous year. Total comprehensive income of the year is '' 1,470.66 million as against '' 1,069.83 million for the previous year.

During the year under review, your Company has achieved a Consolidate Revenue from operations of '' 4,488.26 million as against '' 2,353.74 million in the previous year. Profit before tax is '' 1,849.38 million as

against '' 1,435.67 million for the previous year. Total

comprehensive income attributable to equity holders of the parent of the year is '' 1,341.25 million as against '' 1,057.32 million for the previous year.

OVERVIEW

EaseMyT rip commenced operations in 2008 by focusing on the B2B2C (business to business to customer) distribution channel and providing travel agents access through their website to book domestic travel airline

tickets in order to cater to the offline travel market in India. Subsequently, by leveraging their B2B2C channel, they commenced operations in the B2C (business to customer) distribution channel in 2011

by primarily focusing on the growing Indian middle

class population''s travel requirements. Consequently, due to their presence in the B2B2C and B2C channels, they were able to commence operations in the B2E (business to enterprise) distribution channel in 2013 with the aim of providing end-to-end travel solutions to corporates. Their presence in 3 distinct distribution channels provides them with a diversified customer base and wide distribution network.

As of March 31, 2023, the Company provided customers

with access to more than 400 international and domestic airlines, more than 1 million hotels in India and international jurisdictions, almost all the railway

stations in India as well as bus tickets and taxi rentals for major cities in India. Further, EaseMyTrip also had the largest network of travel agents with 51000 registered travel agents across almost all major cities in India as of March 31, 2023.

3. TRANSFER TO RESERVE

During the financial year, the Company has transferred '' Nil (no share option outstanding) Mn from Share option Outstanding Account to General Reserve.

The total General Reserve stands at '' 2,130.02 Million on standalone basis whereas '' 1961.55 million on consolidated basis.

4. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company. Your Company continues to be in the

business of Travel and Travel related services.

5. SHARE CAPITAL

As on March 31, 2023, the authorised share capital of the Company is '' 200,00,00,000/- comprising of

200,00,00,000 equity shares of face value of ''1/- each and the paid-up equity share capital as at March 31, 2023 is '' 173,83,20,000/- comprising of 173,83,20,000 equity shares of face value of ''1/- each.

During FY 2022-23, the Company had increased the Authorised Share Capital of the Company from '' 50,00,00,000/- divided into 25,00,00,000 Twenty Five Crores Equity Shares of 7 2/- (Rupees Two only) each to 7 75,00,00,000/- (Rupees Seventy Five Crores only) divided into 37,50,00,000 (Thirty Seven Crore Fifty Lakh) Equity Shares of 7 2/- (Rupees Two only) each vide members approval dated September 30, 2022 and further sub-divided each existing equity share of face value of '' 2/- (Rupees Two only) into Two (2) equity shares of face value of '' 1/- (Rupee One only) and increased the authorized share capital to ''

200,00,00,000 (Rupees Two Hundred crore) divided into 200,00,00,000 equity shares of '' 1/- each vide

members approval dated November 10, 2022 passed through Postal Ballot.

Bonus Issue

The Company had issued Bonus Shares comprising 130,37,40,000 equity shares of '' 1/- each amounting to '' 130,37,40,000/- in the ratio of 3:1 vide Board Resolution dated October 10, 2022 and Shareholder''s resolution dated November 10, 2022 passed through Postal Ballot and allotted the Bonus Shares vide Board Resolution dated November 23, 2022. The Company has not issued any instruments convertible into equity shares of the Company or with differential voting rights nor has granted any stock options or sweat equity vide.

6. DIVIDEND

During the Year under review the Company has not

declared any Dividend.

7. EMPLOYEES STOCK OPTION PLAN (ESOP)

During the year under review, the Company in compliance with the provisions of Section 62 (1) (b)

of the Companies Act, 2013, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable provisions if any has approved the Easy Trip Planners - Employees Stock Option Plan 2022 in the Annual General Meeting of the Company vide members Special Resolution dated August 30, 2022.

8. QUALIFIED INSTITUTIONAL PLACEMENT

During the year under review, the members through

Special Resolution passed through postal ballot on September 30, 2022, approved the raising of further capital of upto '' 1000/- Crores (Rupees One Thousand Crores) by way of offer, issue and allotment of such number of Equity Shares, non-convertible debt instruments along with warrants and convertible securities other than warrants ("Securities") through qualified institutions placement, in accordance with provisions of the applicable Laws.

9. LISTING AT STOCK EXCHANGES

As on the date of this report, the Company has its Equity

Shares listed on the following Stock Exchanges:

i. BSE Limited and

ii. The National Stock Exchange of India Limited

The listing fees for the financial year under review has been paid to the Stock Exchanges where the equity

shares of the Company are listed.

10. SUBSIDIARIES

(a) Consolidated Financial Statements

During the year, the Board of Directors reviewed

the affairs of the subsidiaries. The Consolidated financial statements of your Company for the Financial Year 2022-23, have been prepared in accordance with the Act and applicable Indian Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements is presented in a separate section in this Annual Report.

Pursuant to the first proviso to Section 129(3) of

the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of each subsidiary is given in Form AOC-1 as Annexure A to this Report. Please refer to Form AOC-1 annexed to the Financial Statements forming part of the Annual Report. Pursuant to the provisions of Section 136 of the Act, the Standalone audited financial statements, consolidated audited financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries are available on the website of the ComDanv(www.easemvtriD.com).

(b) Incorporation/Acquisition of Subsidiaries during the financial year under review:

During the year under review, the company has acquired the following subsidiary companies in

India namely:

• Nutana Aviation Capital IFSC Private Limited

Further, the company has incorporated following subsidiary company outside India namely:

• EaseMyTrip NZ Ltd. under the laws of New Zealand

As on March 31, 2023 the Company has 11 subsidiaries within the meaning of Sections 2(87)

of the Companies Act, 2013 ("Act") and has no Joint Venture or Associate Company.

11. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the

Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

12. DEPOSITS

During the year 2022-23, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The

Company has no unclaimed/ unpaid matured deposit or interest due thereon.

There is no change in the composition of Board of Directors during the year.

Pursuant to the provisions of section 152 of the Act, Mr. Prashant Pitti (DIN: 02334082), retires by rotation at the ensuing Annual General Meeting and being eligible,

has offered himself for re-appointment.

Profile and other information of Mr. Prashant Pitti as required under Regulation 26, Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual

General Meeting.

No Independent Director was due to be re-appointed

during the year.

14. INDEPENDENT DIRECTORS'' DECLARATION

As on March 31, 2023, Mr. Satya Prakash, Justice Usha Mehra (Retired) and Mr. Vinod Kumar Tripathi are the Independent Directors on the Board.

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent

Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.

In terms of the provisions under the Companies Act, 2013, the Independent Directors met on March 31,

2023 and all the Independent Directors have attended the meeting.

In compliance with the requirements of SEBI

LODR Regulations, the Company has put in place a framework for Independent Directors'' Familiarization Programme to familiarize them with their roles,

rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on the Company''s website www.easemytrip.com

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its

meeting held on May 26, 2023, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration

and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report.

16. COMMITTEES OF BOARD

The Company had constituted such committees as required under the Companies Act, 2013 & SEBI (LODR)

Regulations 2015 along with the related rules made thereunder the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.

Following Committees are functional:

(A) Audit Committee;

(B) Nomination and Remuneration Committee (NRC);

(C) Stakeholders Relationship Committee (SRC);

(D) Risk Management Committee (RMC);

(E) Corporate Social Responsibility Committee (CSR);

(F) Initial Public Offer Committee (IPO);

(G) Qualified Institutional Placement Committee

(QIP); and

(H) Sexual Harassment Committee (SHC).

17. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act,

the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in

the violation of or in conflict with the business interest

of the company. During the year, there have been no complaints received.

The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The

Whistle Blower Policy is uploaded on the website of the Company at www.easemytrip.com

18. NOMINATION CUM REMUNERATION POLICY

For the purpose of selection of any Directors, Key

Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.

The salient features of the Policy as approved by the Board and amended from time to time are as follows:

i. Appointment of the Directors and Key Managerial Personnel of the Company.

ii. Fixation of the remuneration of the Directors, Key

Managerial Personnel and other employees of the Company.

iii. Formulatea criterionfor determining qualifications, positive attributes and independence of a director.

iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors.

v. To ensure a transparent nomination process for directors with the diversity of thought, experience,

knowledge, perspective and gender in the Board.

vi. Undertake any other matters as the Board may decide from time to time.

The Nomination cum Remuneration Policy of the

Company is available on the website of the Company at httDs://www.easemvtriD.com/investor-relations.html

19. WEB LINK OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at: Link:httDs://www.easemvtriD.com/investor-relations.html

20. IEPF

The details of unpaid/uncashed dividend lying in the unpaid dividend account upto the year are available on the website of the company at httDs://www.easemvtriD. com/investor-relations.html

21. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS

At the Annual General Meeting held on August 30, 2022, the Shareholders have re-appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm''s Registration No. E300004), as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 14^th Annual General Meeting until the conclusion 19^th Annual General Meeting to be held for the FY 2026-2027.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors Report contains qualification on the recoverability of balances with Go Air included in the financial statements of the Company. However, the qualification of the Statutory Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, do not call for any further explanation.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and the Rules made

there under, M/s Sharma and Trivedi LLP, Company Secretaries, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2022-23.

The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure- B to this report.

INTERNAL AUDITOR

The Company appointed M/s Crowe Advisory Services (India) LLP (LLPIN: AAO-5909), Chartered Accountants,

Mumbai as internal Auditor of the Company for the financial year for the financial year ended 2022-23.

22. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

23. DETAILS OF FRAUD REPORTED BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies

Act, 2013 are given in the Financial Statements as on March 31, 2023.

25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2022- 2023, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were on arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013.

Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule 2014 is set out in Annexure C to this report.

The policy on related party transaction are placed on the Company''s website https://www.easemytrip.com/ investor-relations.html

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

No significant material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks

to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholder. In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at https://www.easemytrip. com/investor-relations.html

The CSR budget for the financial year 2022-23 was '' 1,83,61,547 /- and the Company had spent an amount of '' 1,83,61,547 /- on CSR Activities. Annual Report on our CSR activities for the financial year ended March 31, 2023 along with the composition of CSR Committee is set out in Annexure E to this Report.

30. MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2) of the

Listing Regulations, the Management''s discussion and analysis is set out in this Integrated Annual Report.

31. CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 34(3) of the

Listing Regulations read with Schedule-V of these Regulations, the Corporate Governance Report for fiscal 2023 forms part of this integrated Annual Report.

32. NUMBER OF MEETINGS OF THE BOARD

The Board met Thirteen (13) times during the financial

year. The meeting details are provided in the Corporate Governance report that forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by

the Companies Act, 2013.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report describing

the initiatives undertaken by the Company from an environment, social and governance perspective, forms part of the Annual Report.

34. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure F.

Further, disclosures pursuant to Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the limits is annexed as Annexure G

35. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

The Management of the Company has appointed M/s. ADMS & Co., Chartered Accountancy firm to assist in updating of Risk Control Matrix ("RCM") and perform necessary testing of controls. RCM and Testing results

are adopted by the Management and shared with the Statutory Auditors for their review and report thereon.

The Statutory Auditor has reviewed the report and given their comments. The Board duly adopted the comments of the auditors.

The Risk Control Matrix will improve the overall effectiveness of the company growth in long run also

help in removing hindrances.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of

the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders has been passed by the regulators, courts, tribunals impacting the going

concern status and Company''s operations in future.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements

of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All

employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination, further

the Company conducts awareness program at regular interval of time.

In terms of the provisions of the Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressai) Act, 2013("Act") and Rules made there under, Company has constituted Internal Complaints Committees (ICC) to redress compiaints received regarding Sexual Harassment at all Units. The Company has compiied with the provisions reiating to the constitution of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year 2022-23 no cases/complaints have been filed under the Act.

38. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief,

confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed, along with proper explanation relating to material departure(s), if any;

b) the Directors have selected such accounting

policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year March 31, 2023 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such

internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks to

bankers, business associates, consultants, and various Government Authorities for their continued support

extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Easy Trip Planners Limited

Nishant Pitti

Date: September 06, 2023 Chairman

Place: New Delhi DIN: 02172265

Your Directors have pleasure in presenting the 14^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of your Company for the financial year ended 31^st March, 2022.

1. FINANCIAL RESULTS

I n compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2021-22. The standalone and consolidated financial highlights of the Company''s operations are as follows: ('' Million)

2. STATE OF AFFAIRS

During the financial year under review, your Company has achieved a Standalone Revenue from operations of ''2,328.60 million as against ''1,384.85 million in the previous year. The Profit before tax is ''1450.57 million as against ''846.22 million for the previous year. Standalone Profit after tax is ''1,072.03 million as compared to ''622.98 million for the preceding year.

On a consolidated basis, the Company has achieved a Revenue from operations of ''2353.74 million as against ''1,385.03 million in the previous year. The consolidated Profit before tax is ''1435.67 million as against ''833.85 million for the previous year. The Consolidated

Profit after tax is ''1,059.22 million as compared to ''610.11million for preceding year.

OVERVIEW

EaseMyTrip commenced operations in 2008 by focusing on the B2B2C (business to business to customer) distribution channel and providing travel agents access through their website to book domestic travel airline tickets in order to cater to the offline travel market in India. Subsequently, by leveraging their B2B2C channel, they commenced operations in the B2C (business to customer) distribution channel in 2011 by primarily focusing on the growing Indian middle class population''s travel requirements. Consequently,

due to their presence in the B2B2C and B2C channels, they were able to commence operations in the B2E (business to enterprise) distribution channel in 2013 with the aim of providing end-to-end travel solutions to corporates. Their presence in 3 distinct distribution channels provides them with a diversified customer base and wide distribution network.

As of March 31,2022, the Company provided customers

with access to more than 400 international and domestic airlines, more than a million hotels in India and international jurisdictions, almost all the railway

stations in India as well as bus tickets and taxi rentals for major cities in India. Further, EaseMyTrip also had the largest network of travel agents with more than 50,000 registered travel agents across almost all major cities in India as of March 31, 2022.

3. TRANSFER TO RESERVE

During the financial year, the Company has transferred '' Nil (no share option outstanding) Mn from Share option Outstanding Account to General Reserve.

The total General Reserve stands at ''1,963.1 1 Mn on standalone basis whereas 1,921.75 million on consolidated basis.

4. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company. Your Company continues to be in the business of Travel and Travel related services.

5. SHARE CAPITAL

As on March 31, 2022, the authorised share capital of the Company is ''50,00,00,000 comprising of 25,00,00,000 equity shares of face value of ''2/- each and the paid-up equity share capital as at March 31,2022 is ''43,45,80,000 comprising of 21,72,90,000 equity shares of face value of ''2/-. Authorised Share Capital was increased from ''25,00,00,000 to ''50,00,00,000 vide Sharholders'' approval dated 28^th September, 2021.

During FY 2021-22, the Company had issued and allotted bonus shares comprising 10,86,45,000 equity shares of ''2/- each amounting to ''21,72,90,000 vide

shareholder''s resolution dated February 16, 2022 and Board Resolution dated 3^rd March 2022. The Company has not issued any instruments convertible into equity shares of the Company or with differential voting rights

nor has granted any stock options or sweat equity.

6. DIVIDEND

The Company has paid Interim Divided for two times

during the Year Under Review,

The Board of Directors in their meeting held on April 19, 2021 approved payment of an interim dividend of ''2/-(100%) per Equity Share of face value of ''2/- (Rupees Two only) each of the Company for the Financial

Year 2020-21. Total payout of Interim Dividend was ''21,72,90,000/- (Rupees Twenty One Crore Seventy Two Lakhs Ninety Thousand Only). The Record Date for

the purpose of payment of interim was Wednesday, April 28, 2021.

During the year, the Board of Directors in their meeting

held on 11^th November, 2021 approved payment of an interim dividend of ''1/- (50%) per Equity Share of face value of ''2/- (Rupees Two only) each of the Company for the Financial Year 2021-22. Total payout of Interim Dividend was ''10,86,45,000/- (Rupees Ten Crore Eighty Six Lacs Forty Five Thousand Only). The Record Date for the purpose of payment of interim was Monday, November 22, 2021.

7. LISTING AT STOCK EXCHANGES

As on the date of this report, the Company has its Equity Shares listed on the following Stock Exchanges:

i. BSE Limited and

ii. The National Stock Exchange of India Limited

The listing fees for the financial year under review has been paid to the Stock Exchanges where the

equity shares of the Company are listed.

8. SUBSIDIARIES

(a) Consolidated Financial Statements

During the year, the Board of Directors reviewed

the affairs of the subsidiaries. The Consolidated financial statements of your Company for the Financial Year 2021-22, have been prepared in accordance with the Act and applicable Indian Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements is presented in a separate section in this Annual Report.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient

features of financial statements, performance and financial position of each subsidiary is given in Form AOC-1 as Annexure A to this Report. Please refer to Form AOC-1 annexed to the Financial Statements forming part of the Annual Report. Pursuant to the provisions of Section 136 of the Act, the Standalone audited financial statements, consolidated audited financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries are available on the website of the Company(www.easemytrip.com).

(b) Incorporation/Acquisition of Subsidiaries during

the financial year under review:

During the year under review, The company has incorporated following wholly owned subsidiary companies in India namely:

• EaseMyTrip Foundation (A non-profit

organization)

• YoloBus Private Limited, Indian subsidiaries

Further, the company has made an acquisition of Spree Hotels and Real Estate Private Limited which became its wholly owned subsidiary and acquired

Technology and Assets of Yolo Travel Tech Private Limited .

The company has incorporated following wholly owned subsidiary companies outside India namely:

• EaseMyTrip Philippines Inc under the laws of

Philippines

• EaseMyTrip USA Inc under the laws of USA

• EaseMyTrip Thai Co. Ltd under the laws of Thailand

As on 31^st March 2022, the Company has 9 wholly owned subsidiaries within the meaning of Sections 2(87) of the Companies Act, 2013 ("Act") and has no Joint Venture or Associate Company.

9. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the

Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

10. DEPOSITS

During the year 2021-22, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company

has no unclaimed/ unpaid matured deposit or interest due thereon.

No Independent Director was due to be re-appointed

during the year.

**During the Year, Ms. Preeti Sharma, Company Secretary and Chief Compliance Officer of the Company resigned w.e.f 31^st August 2021 and based on the recommendation of Nomination and Remuneration Committee Ms. Priyanka Tiwari was appointed as Company Secretary and Chief Compliance Officer of the Company w.e.f. 1^st September 2021.

12. INDEPENDENT DIRECTORS'' DECLARATION

As on March 31, 2022, Mr. Satya Prakash, Justice Usha Mehra (Retired) and Mr. Vinod Kumar Tripathi are the

Independent Directors on the Board.

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.

I n terms of the provisions under the LODR, 2015, the Independent Directors met on 31^st March, 2022 and all

the Independent Directors have attended the meeting.

In compliance with the requirements of SEBI LODR Regulations, the Company has put in place a

framework for Independent Directors'' Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme conducted during the financial year under review are explained in the

Corporate Governance Report. The same is available on the Company''s website www.easemytrip.com

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its

meeting held on 25^th May, 2022, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report.

14. COMMITTEES OF BOARD

The Company had constituted such committees as required under the Companies Act, 2013 & SEBI (LODR)

Regulations 2015 along with the related rules made thereunder the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.

Following Committees are functional:

(A) Audit Committee;

(B) Nomination and Remuneration Committee;

(C) Stakeholders Relationship Committee;

(D) Risk Management Committee

(E) CSR Committee

(F) IPO Committee

15. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act,

the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.

The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Whistle Blower Policy is uploaded on the website

of the Company at www.easemytrip.com

16. NOMINATION CUM REMUNERATION POLICY

For the purpose of selection of any Directors, Key

Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.

The salient features of the Policy as approved by the Board and amended from time to time are as follows:

i. Appointment of the Directors and Key Managerial Personnel of the Company.

ii. Fixation of the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

iii. Formulatea criterionfor determining qualifications, positive attributes and independence of a director.

iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors.

v. To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.

vi. Undertake any other matters as the Board may decide from time to time.

The Nomination cum Remuneration Policy of the

Company is available on the website of the Company at https://www.easemytrip.com/investor-relations.html

17. WEB LINK OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at:

Link: https://www.easemytrip.com/investor-relations. html

18. IEPF

With respect to the Dividends declared by the company during the year, the compliances related to IEPF will be made as and when due. The details of unpaid/uncashed dividend lying in the unpaid dividend account upto the year are available on the website of the company at https://www.easemytrip.com/investor-relations.html

19. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS

At Annual General Meeting held on September 28, 2018,

the Shareholders have appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm''s Registration No. E300004), as the Statutory Auditors for a period of 4 years commencing from the conclusion of the 10TH Annual General Meeting until the conclusion 14^th Annual General Meeting to be held for the FY 2021-2022. Accordingly, it was proposed to re-appoint M/s. S.R. Batliboi & Associates LLP, Chartered Accountants for a further period of five years.

They have confirmed their eligibility under Section

141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the

Institute of Chartered Accountants of India.

The Statutory Auditors Report does not contain

any qualifications, reservations or adverse remarks on the financial statements of the Company. However, the observations of the Statutory Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, do not call for any further explanation.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and the Rules

made there under, M/s. S. Anantha & Ved LLP (LLPIN: AAH-8229), Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company

for the financial year 2021-22.

The Secretarial Auditors have submitted their report,

confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure- B to this report.

M/s Sharma and Trivedi LLP, Company Secretaries is appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended 2023.

INTERNAL AUDITOR

The Company appointed M/s Crowe Advisory Services (India) LLP (LLPIN: AAO-5909), Chartered Accountants,

Mumbai as Internal Auditor of the Company for the financial year ended 2021-22.

20. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

21. DETAILS OF FRAUD REPORTED BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the

Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies

Act, 2013 are given in the Financial Statements as on 31^st March, 2022.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2021-22, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were on arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013.

Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the

Companies (Accounts) Rule 2014 is set out in Annexure C to this report.

The policy on related party transaction are placed on the Company''s website https://www.easemytrip.com/ investor-relations.html

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

No significant material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 is furnished in Annexure- D and is attached to this report.

26. RISK MANAGEMENT POLICY

The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Risk Management procedure is reviewed by the Board from time to time, to ensure that the executive management controls risks through means of a properly defined framework. Major risks identified are

systematically addressed through mitigating actions on a continuing basis.

The policy on Risk Management Policy is placed on the Company''s website https://www.easemytrip.com/ investor-relations.html

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company implements its CSR initiatives through EaseMyTrip Foundation which contributes to the protection of national heritage, art and culture including restoration of buildings and sites of historical

importance and works of art, setting up public libraries, promotion and development of traditional art and handicrafts.

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks

to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholder. In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at https://www.easemytrip. com/investor-relations.html

The CSR budget for the financial year 2021-22 was ''1,10,30,223 and the Company had spent an amount of ''1,15,00,000 ('' One Crore and Fifteen lacs only) on CSR Activities. Annual Report on our CSR activities for the financial year ended March 31, 2022 along with the composition of CSR Committee is set out in Annexure E to this Report.

28. MANAGEMENT''S DISCUSSION AND ANALYSIS

I n terms of the provisions of Regulation 34(2) of the

Listing Regulations, the Management''s discussion and analysis is set out in this Integrated Annual Report.

29. CORPORATE GOVERNANCE REPORT

I n terms of the provisions of Regulation 34(3) of the

Listing Regulations read with Schedule-V of these Regulations, the Corporate Governance Report for fiscal 2022 forms part of this integrated Annual Report.

30. NUMBER OF MEETINGS OF THE BOARD

The Board met fourteen times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

31. BUSINESS RESPONSIBILITY REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report describing the initiatives

undertaken by the Company from an environment, social and governance perspective, forms part of the Annual Report.

32. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure F

Further, disclosures pursuant to Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the limits is annexed as Annexure G

33. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

The Management of the Company has appointed M/s. ADMS & Co., Chartered Accountancy firm to assist in updating of Risk Control Matrix ("RCM") and perform necessary testing of controls. RCM and Testing results are adopted by the Management and shared with the Statutory Auditors for their review and report thereon. The Statutory Auditor has reviewed the report and given their comments. The Board duly adopted the comments of the auditors.

The Risk Control Matrix will improve the overall effectiveness of the company growth in long run also

help in removing hindrances.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is

of the opinion that the Company''s internal financial controls were adequate and effective during FY 2021-22.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders has been passed by the regulators, courts, tribunals impacting the going

concern status and Company''s operations in future.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements

of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company

has provided a safe and dignified work environment for employee which is free of discrimination, further

the Company conducts awareness program at regular interval of time.

I n terms of the provisions of the Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013("Act") and Rules made there under, Company has constituted Internal Complaints Committees (ICC) to redress complaints received regarding Sexual Harassment at all Units. The Company has complied with the provisions relating to the constitution of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year 2021-22 no cases/complaints have been filed under the Act.

36. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief,

confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards had been followed, along with proper explanation relating to material departure(s), if any;

b) the Directors have selected such accounting policies and applied them consistently and made

judgements and estimates that are reasonable and prudent, so as to give a true and fair view of

the state of affairs of the Company as at the end of the financial year March 31, 2022 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such

internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the

year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Easy Trip Planners Limited

Date: 02^nd August, 2022 Nishant Pitti

Place: New Delhi Chairman

DIN:02172265