Le Travenues

Risks

• The Offer Price, market capitalization to revenue multiple and price to earnings ratio based on the Offer Price of the Company, may not be indicative of the market price of the Company on listing or thereafter.

• The company originally commenced operations as a meta search website and subsequently transitioned to become an OTA. The company has limited experience of operating as an OTA. Its market share of the overall OTA market by GTV was 6.52% and 5.88% in the nine months ended December 31, 2023 and December 31, 2022, respectively, while it was 6.01%, 11.72% and 9.24% in Fiscal 2023, 2022 and 2021, respectively, (Source: F&S Report) on account of its limited operating history as an OTA.

• Its train ticketing services depends on its agreement with IRCTC. The termination of the company agreement with IRCTC could preclude it from undertaking its train ticketing services and could otherwise have a material adverse effect on its results of operations, cash flows, financial condition and business prospects.

• Its arrangement with IRCTC is on a non-exclusive basis and IRCTC may engage with other distribution partners including its competitors.

• Any failure to maintain satisfactory performance of its technology infrastructure, including the company OTA platforms, particularly those leading to disruptions in its services, could materially and adversely affect the company`s business and reputation, and its business may be harmed if its technology infrastructure or technology is damaged or otherwise fails or becomes obsolete.

• The company has incurred net losses in the past and its anticipate increased expenses in the company`s future. Any loss in future periods could adversely affect its operations and financial conditions and the trading price of its Equity Shares.

• The company is subject to privacy regulations, and compliance with these regulations could impose significant compliance burdens.

• The company has launched products and features such as ixigo Assured, ixigo Assured Flex and Abhi Assured to improve customer experiences, and the company intend to continue offering new features and products. If the rollout of new products and services, features, improvements and strategies do not meet its objectives or customer expectations, it could adversely impact its business and financial condition.

• If the company fails to maintain and enhance its brands "ixigo", "ConfirmTkt" and "AbhiBus" or if the company fails to maintain the quality of customer service, its may faces difficulty in maintaining existing and acquiring new users and business partners and its business may be harmed.

• Its Statutory Auditors have included an emphasis of matter in their report on its audited financial statements and included certain modifications in the annexure to their report on its audited financial statements.

• Its Customer Acquisition Cost has progressively increased, and its may not be able to achieve the Customer Acquisition Cost that the company anticipate.

• Its sales and marketing efforts to attract customers may turn out to be ineffective.

• The COVID-19 pandemic had a material adverse effect on the travel industry and its operations, including an increase in cancellations and refund requests, and reduction in travel volumes. Any similar public health crisis in future could adversely affect its business, financial condition, results of operations and cash flows.

• The company has limited experience and operating history in certain of its businesses, particularly its hotels offering, which makes it difficult to accurately assess the companay futures growth prospects and any negatively affect its business, financial condition, cash flows and results of operations.

• The company is required to incur significant expenses towards its Partner Support Costs.

• The company has had negative cash flows from operating activities in the past and may, in the future, experience similar negative cash flows.

• Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect its business and results of operations.

• The company may utilize a portion of the Net Proceeds to undertake inorganic growth for which the target has not been identified. In the event that its Net Proceeds to be utilized towards inorganic growth initiatives are insufficient for the cost of its proposed inorganic acquisition, the company may have to seek alternative forms of funding.

• The company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.

• The Indian OTA industry is highly competitive and its may not be able to effectively compete in the future.

• Some of its travel suppliers may reduce or eliminate the commission, incentive and other compensation they pay to it for the sale of tickets and this could adversely affect its business, cash flows and results of operations.

• Its business depends on the company`s relationships with a broad range of travel suppliers, and any adverse changes in these relationships, or its inability to enter into new relationships, could negatively affect its business and results of operations.

• As part of its bus ticketing operations, the company is required to provide performance guarantees to various state road transport corporations.

• Its business depends on the company`s ability to ensure continuity of its relationships with its distribution partners and in the event of any termination or non-renewal of such arrangements, its business, financial condition and results of operation may be adversely impacted.

• Failures to generates and maintain accurate crowd-sourced information for its train-centric mobile applications could negatively impact its business.

• The company does not have any identifiable promoter in terms of the SEBI ICDR Regulations and the Companies Act 2013.

• The company may not derives the anticipated benefits from its strategic investments and acquisitions and the company may not be successful in pursuing future investments and acquisitions.

• An inability to effectively manage its growth and expansion may have a material adverse effect on its business prospects and future financial performance.

• The company relies on artificial intelligence ("AI") and machine learning ("ML") to enhance user experiences, optimize operations and deliver personalized recommendations. AI/ ML technology and its advancement may require it to comply with additional regulations and subject the company to evolving risks.

• The company relies on third party service providers for a significant portion of its operational services and its business may be adversely affected if they fail to meet the company requirements or face operational disruptions.

• Its business depends on the company relationships with banks and payment gateway service providers and are exposed to risks associated with the online payments, including online security and online payment fraud.

• The company could be negatively affected by changes in Internet search engine algorithms and dynamics, or search engine disintermediation.

• Its use of open source software could adversely affect the company`s ability to offer its products and services and subject it to possible litigation.

• The company is dependent on limited suppliers and distributors for a significant portion of its revenue from operations. Any change in the arrangements with such suppliers or distributors could have an adverse impact on its revenues, financial conditions, results of operations and cash flows.

• A general decline or disruptions in the travel industry may materially and adversely affect its business and results of operations. In addition, the travel industry is particularly sensitive to safety concerns, and terrorist attacks, regional conflicts, health concerns, natural calamities, regulatory restrictions or other catastrophic events could have a negative impact on the Indian travel industry and cause its business to suffer.

• Confirm Ticket, its erstwhile Subsidiary, which has now been amalgamated into the Company, had defaulted in payment of certain statutory dues prior to its acquisition by the Company.

• There have been certain instances of delay in payment of statutory dues by it. Any delay, or default in payment of statutory dues in future, may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows. There have been certain instances of delay in payment of statutory dues by it. Any delay, or default in payment of statutory dues in future, may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows.

• The company is subject to laws, rules and regulations applicable to the OTA industry, including in relation to advertisements on its platforms, which results in additional costs towards compliance, and may result in penalties.

• Internal or external fraud or misconduct or misrepresentation or mis-selling by its employees could adversely affect the company`s reputation and its results of operations.

• Inappropriate or fraudulent content may be displayed on its online platforms which may adversely affect the company reputation and brand.

• The company is required to comply with certain restrictive covenants under its financing agreements. Any noncompliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

• Its may provide guarantees to lenders on behalf of third parties, and any failure to repay such loans by third parties may affect its business, results of operations and financial condition.

• The company has in this Red Herring Prospectus included certain non-GAAP financial and operational measures and certain other industry measures related to its operations and financial performance that may vary from any standard methodology that is applicable across the online travel industry. The company relies on certain assumptions and estimates to calculate such measures, therefore such measures may not be comparable with financial, operational or industry related statistical information of similar nomenclature computed and presented by other similar companies.

• Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• As on the date of this Red Herring Prospectus the company has neither identified any specific target entities/businesses, nor signed any definitive agreements with any such targets/ entities whose acquisition will be funded from the Net Proceeds.

• There are outstanding litigation proceedings against the Company and one of its Directors. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.

• Failures to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect iuts business, financial condition, cash flows and results of operations.

• Any failures to protect the company intellectual property could have a material adverse effect on its business. The company is, and may also in the future be, subject to intellectual property infringement claims, which may be expensive to defend and may disrupt its business.

• The company is dependent on a number of key personnel and its inability to attract or retain such persons or finding equally skilled personnel could adversely affect its business, results of operations, cash flows and financial condition.

• Some of its Directors may have interest in entities, which are in businesses similar to its and this may result in conflict of interest with the company.

• An inability to maintain adequate insurance cover in connection with its business may adversely affect its operations and profitability.

• The company may be required to raise additional funds through equity or debt in the future to continue to grow its business, which may not be available on favourable terms or at all.

• Industry information included in this Red Herring Prospectus has been derived from an industry report prepared by Frost & Sullivan (India) Private Limited appointed by it on August 16, 2023 and exclusively commissioned and paid for by the Company for the purpose of this Offer.

• Certain Directors, Key Managerial Personnel and members of Senior Management, are interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

• The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

• Its ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

• The company and other OTAs are required to collect tax from airlines/ other suppliers and deposit such tax with the Government of India.

• Its operations are seasonal in nature, due to which performance in a particular quarter may fluctuate and may not be indicative of its performance for a full year.

• Its business growth and operations are dependent on the growth of the online segment of the travel industry.

• Inability to maintain adequate internal controls may affect its ability to effectively manage the company`s operations, resulting in errors or information lapses.

• The company`s customers may engage in transactions in or with countries or persons that are subject to U.S. and other sanctions.