Business Combinations |
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| Disclosure of detailed information about business combination [abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations | 7) BUSINESS COMBINATIONS
(a) Acquisition of Quest 2 Travel.com India Private Limited
On April 30, 2019, the Group through one of its Indian subsidiary, acquired Quest 2 Travel.com India Private Limited (‘Q2T’) by acquiring 51% of the controlling stake. As part of share purchase agreement, the Group had agreed to acquire the remaining 49% share of Q2T from the then existing shareholders in cash for an estimated additional consideration of USD 14,550, which represented its fair value as at the acquisition date, in three equal tranches, over a three year earn-out period. The financial liability in respect of acquisition of these remaining shares had been originally recognized with corresponding debit to accumulated deficit on the date of acquisition of controlling stake in Q2T.
During the year ended March 31, 2024, the Group acquired 16.34% interest from holders of non-controlling interest in Q2T, for a total consideration of USD 7,427 (including additional consideration of USD 2,409) and recognised a decrease in non-controlling interest of USD 1,762 with a corresponding decrease in accumulated deficit by USD 1,991 and increase in foreign exchange translation reserve by USD 229. Pursuant to this, the Group had acquired remaining non-controlling interest in Q2T over the three year earn-out period and Q2T has become a wholly owned subsidiary of the Group with effect from September 8, 2023.
(b) Acquisition of Savaari Car Rentals Private Limited
On December 1, 2023 the Group through one of its Indian subsidiaries acquired 66% equity voting stake in Savaari Car Rentals Private Limited ("Savaari"), a company engaged in the business of providing chauffer driven intercity, local rental and airport transfers car hire services. This acquisition was conducted by entering into the Share Purchase Agreement ('SPA') for a cash consideration of USD 6,845.
This investment was accounted for under IAS 28 "Investments in Associates and Joint Ventures" using the equity method of accounting, as the Company had joint control over Savaari.
On January 17, 2024, the Group signed an addendum ('the Addendum') with one of the founders of Savaari to amend the shareholders' agreement entered on December 1, 2023. As a result, the Group, from the date of such addendum, gained control over Savaari and it become a subsidiary of the Group. Through this acquisition, the Group aims to scale up its supply chain for outstation and local car hire services.
The operations of Savaari had been consolidated in the financial statements of the Group and for the year ended March 31, 2024, Savaari contributed revenue of USD 5,404 and profit of USD 68 to the Group’s results.
If the acquisition had occurred on April 1, 2023, management estimates that for the year ended March 31, 2024, consolidated revenue would had been USD 795,130 and consolidated profit would had been USD 216,935. In determining these amounts, management had assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on April 1, 2023. The purchase price of the acquisition, net of USD 369 cash and cash equivalents acquired was USD 6,476.
Identifiable assets acquired and liabilities assumed
The acquisition was accounted for under the acquisition method of accounting in accordance with IFRS 3 "Business Combinations". The assets and liabilities of Savaari were recorded at their fair value at the date of acquisition.
The purchase price was allocated based on management’s estimates and an independent appraisal of fair values as follows:
* Intangible assets primarily include identifiable brand/trade mark and technology related development cost.
# Includes USD 451 towards liability for ESOPs as per Savaari Plan 2013.
The fair value of the current assets acquired includes trade receivables with a fair value of USD 101, equivalent to gross contractual amount receivable.
The goodwill was attributable mainly to the skills and technical talent of Savaari’s work force. Goodwill is not expected to be deductible for income tax purposes.
As per the Shareholders' Agreement (SHA), the founders (as defined in aforesaid SHA) of Savaari shall have the right but not the obligation to sell their shares held in Savaari to the Company as follows - one third of the shares on completion of three years from the date the acquisition and all the shares on completion of five years from the date of acquisition. The consideration will be based on valuation linked to future revenue and profitability of Savaari. Further, the Company shall have the right, but not the obligation, to call each of the Founders to transfer 100% of their holding in Savaari at the agreed floor valuation in case certain performance parameters are not met by Savaari for two consecutive quarters. Till the date of the Addendum, a derivative liability of USD 5,199 in respect of acquisition of these additional shares was recorded. Subsequent to the Addendum, since the Group had obtained control over Savaari, it had derecognised the derivative liability, discontinued equity method of accounting and a financial liability of USD 7,311 in respect of acquisition of these aforesaid mentioned shares had been recognized with corresponding debit to accumulated deficit as the selling shareholders still have access to the returns associated with the underlying ownership interest. The fair value of this financial liability was USD 9,421 as at March 31, 2026 (March 31, 2025: USD 12,396).
(c) Acquisition of Happay
On November 18, 2024, the Group through one of its Indian subsidiaries entered into a Business Transfer Agreement ('BTA') with VA Tech Ventures Private Limited ('VA Tech'). As per the BTA, VA Tech has agreed to transfer its business related to travel and expense management solutions ('Happay') for a purchase consideration of USD 11,773. Pursuant to fulfilment of conditions as set out in the BTA, on February 1, 2025 ("Transfer Date/Acquisition Date"), the Group has settled the consideration of USD 11,197 and acquired Happay brand on a going concern basis along with its travel and expense management business and Happay's dedicated team has become employees of the Group.
Further, the Group was required to transfer additional consideration of USD 231 by August 31, 2025 if VA Tech completes novation/ assignment/ renewal of customer contracts representing more than 70% of the revenue of Happay in favour of the Company by May 31, 2025 and USD 345 within 30 days from the first anniversary date of Transfer Date, subject to deduction of any claim or some other amount which was outstanding and payable by the Company as per the terms of the BTA or any other account. Total additional consideration of USD 576 was classified as a contingent consideration and recognized as a financial liability as at March 31, 2025. Upon meeting the aforementioned conditions, the Company has transferred USD 231 in August, 2025 and USD 345 in March, 2026, to VA Tech.
Through this acquisition, the Group aims at providing an enhanced offering of travel and expense management services to corporate customers.
It was impracticable to determine the post-acquisition revenue and profit or loss of Happay, as the required financial information of Happay’s business was not identifiable and maintained separately hence the Group had not disclose the information regarding Happay’s revenue and profit or loss included in the Group’s statement of profit or loss, since the acquisition date. For the same reason, the consolidated revenue and profit of the Group including Happay for the year ending March 31, 2025, as if the acquisition of Happay had occurred on April 1, 2024, was also not disclosed.
The purchase consideration comprises of the following:
Identifiable assets acquired and liabilities assumed
The acquisition was accounted for under the acquisition method of accounting in accordance with IFRS 3 "Business Combinations". The assets and liabilities of Happay were recorded at their fair value at the date of acquisition.
The purchase price was allocated based on management’s estimates and an independent appraisal of fair values as follows:
* Intangible assets primarily include identifiable brand/trade mark, customer relationship and technology related development costs.
The fair value of the current assets acquired includes trade receivables with a fair value of USD 803, equivalent to gross contractual amount receivable.
The goodwill was attributable mainly to the skills and technical talent of Happay’s work force and the synergies expected to be achieved from integrating Happay into the Group’s existing corporate business. Goodwill is not expected to be deductible for income tax purposes.
(d) Acquisition of Flamingo Transworld Private Limited
On March 9, 2026, the Group through one of its Indian subsidiaries acquired 51% equity voting stake in Flamingo Transworld Private Limited ('Flamingo'), a company engaged in the business of operating tours or travel services including escorted group tours for international as well as domestic destinations offering end-to-end travel services to its customers. This acquisition was conducted by entering into the Share Purchase Agreement ('SPA') for a cash consideration of USD 18,001.
Through this acquisition, the Group aims at providing an extensive offering of tours and packages to its customers.
The operations of Flamingo have been consolidated in the financial statements of the Group from March 9, 2026. In the year ended March 31, 2026, Flamingo contributed revenue of USD 4,637 and profit of USD 121 to the Group’s results.
If the acquisition had occurred on April 1, 2025, management estimates that consolidated revenue would have been USD 1,091,587 and consolidated profit for the year ended March 31, 2026 would have been USD 52,653. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on April 1, 2025.
The purchase price of the acquisition, net of USD 6,060 cash and cash equivalents acquired was USD 11,941.
Identifiable assets acquired and liabilities assumed
The acquisition was accounted for under the acquisition method of accounting in accordance with IFRS 3 "Business Combinations". The assets and liabilities of Flamingo were recorded at their fair value at the date of acquisition.
The purchase price was allocated based on management’s estimates and an independent appraisal of fair values as follows:
* Intangible assets primarily includes brand/trade mark, customer relationship and technology related development cost.
The fair value of the current assets acquired includes trade receivables with a fair value of USD 370, equivalent to gross contractual amount receivable.
The goodwill was attributable mainly to the skills and technical talent of Flamingo’s work force and the synergies expected to be achieved from integrating Flamingo into the Group’s existing hotel and packages business. Goodwill is not expected to be deductible for income tax purposes. |