TBO Tek Ltd.-இன் இயக்குநர் அறிக்கை

The Board of Directors (''the Board'') of your Company takes pleasure in presenting the Twentieth (20^th) Annual
Report of TBO Tek Limited (''Company''), on the business and operations of the Company together with Audited
Standalone & Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended
March 31, 2026 (''FY 2026'') in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').

FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company in FY 2026 is detailed below:

STATE OF COMPANY''S AFFAIRS
Overview of Operations

During the FY 2026, the Company continued
to strengthen its position as a global B2B travel
distribution platform connecting a fragmented
ecosystem of travel buyers and suppliers through a
unified technology, payments, credit and service layer.
During the year, the Company further expanded its
global demand and supply footprint and strengthened
its positioning in premium and assisted travel through
expansion of curated luxury supply, development of
connected journey capabilities, and the acquisition of
Classic Vacations in the United States.

Business Performance

During FY 2026, the Company maintained business
momentum despite macro disruptions across parts
of the global travel market. The business remained
supported by its geographically diversified demand
with Europe continuing as a key source market, Asia
Pacific and the United Kingdom & Ireland delivering
strong momentum, and India showing recovery over
the course of the year after disruptions in the earlier
part of the year. The increasing business spread across
geographies helped create a more balanced demand
profile, significantly mitigating the risk from local and
regional disruptions.

The business mix continued to shift towards higher-
margin categories. Hotels and Ancillaries increased
their saliency in overall platform activity and gross
profit contribution during the year. The Company
entered 18 new countries with feet-on-street as well as
increased its source market footprint. The international
transacting agent base grew by 35% year-on-year,
Monthly Active Agencies crossed 12,000 for the first
time, and around 8,900 new agencies transacted for
the first time during the year. Newly onboarded agents
contributed over USD 200 million to the growth. Direct
supply share increased to 35% in FY 2026 from 33.9%
in the FY 2025.

Strategic Initiatives

During FY 2026, the Company continued to execute
its strategic priorities: expanding platform activity,
bolstering supply, diversifying revenue streams and
improving operating leverage through technology-
enabled workflows. On the demand side, the Company
scaled its buyer ecosystem through geographic
expansion, deeper market penetration and improving
commercial productivity. The productivity of our Key
Account Managers increased by 43% year-on-year on a
GTV basis. This reflected improvement in the efficiency
and maturity of the Company''s commercial engine.

The Company also continued to diversify revenue
streams through newer business lines and product
extensions. During the year, it conceptualized and

built Voya - an intelligent luxury itinerary creator,
expanded TBO Academy, scaled Loyalty Channel
Vertical Solutions, and continued to build its ancillary
business under the Connected Trips vision. The loyalty
business added new partnerships during FY 2026 and
further strengthened the Company''s participation in
travel-linked loyalty solutions. The ancillary business
also continued to scale during the year, supporting
the Company''s efforts to expand share of wallet and
strengthen participation across connected travel
journeys.

On the supply side, the Company focused on increasing
direct contracting, improving supply quality, and
deepening engagement with strategically important
hotel partners. The Company''s Platinum Collection
program sustained strong momentum, expanding
its hotel network while achieving above-average
GTV growth for the participating hotel properties.
The directly contracted hotel base also increased
further, strengthening the Company''s relevance in
aggregating unique supply aligning its demand
profile.

Inorganic Growth

Value-accretive acquisitions remain an important part
of the Company''s long-term growth strategy. Over
time, the Company has developed an acquisition
framework across sourcing, evaluating, integrating
and scaling businesses in different markets and
segments. This framework has evolved through prior
transactions such as Island Hopper, Gemini Tours &
Travels, BookaBed and Jumbonline.

A significant development during the year was the
acquisition of Classic Vacations, a U.S.-based luxury
travel platform focused on premium leisure travel. The
acquisition strengthens the Company''s presence in
the U.S. luxury travel advisor market and aligns with its
focus on premium, complex and assisted travel. Classic
Vacations serves a network of more than 10,000 travel
advisors and has direct contracts with more than 1,500
luxury hotel properties across key leisure destinations
such as Hawaii, Mexico, the Caribbean Islands and
parts of Europe.

Technology and Operations

Technology and operational efficiency remained
an important area of focus in FY 2026. During the
year, the Company embedded AI and intelligent
automation across multiple parts of the platform and
operating model. This included AI-driven smart search
and recommendation systems, as well as machine
learning and NLP-led systems across customer
servicing and supplier management workflows.

During the year, approximately 72% of supplier-
initiated tickets, 33% of customer-initiated tickets,
and 72% of system-generated tickets were resolved
through automated workflows. The Company also
established a dedicated AI Centre of Excellence to drive
a structured and scalable adoption framework across
the organisation. In addition, the Company continued
to strengthen internally built workflow capabilities
through platforms such as Voya and Epicenter (a
customized in-house sales CRM).

People & Culture

Our people remain at the heart of TBO''s growth and
success. During the year, the Company continued
to invest in strengthening leadership capabilities,
building future-ready talent, and fostering a
culture of learning, collaboration, and well-being.
Focused initiatives across leadership development,
employee wellness, and engagement reinforced our
commitment to creating a high-performing and
inclusive workplace.

At the end of FY 2026, Company''s global workforce
comprised 2,600 associates across corporate
functions, technology, operations, and commercial
teams, supporting the Company''s expanding global
footprint and long-term growth ambitions.

CHANGE OF REGISTERED OFFICE

During the period, the Company shifted its registered
office from E-78, South Extension Part-I, New Delhi -
110049 to Unit No. 501, 5^th Floor, Worldmark-4, Asset
Area No. LP-IB-04, Aerocity, Near Indira Gandhi
International Airport, New Delhi - 110037 with effect
from March 1, 2026 in accordance with the applicable
provisions of the Act.

SHARE CAPITAL
Authorized Share Capital

As on March 31,2026, the authorised share capital of the
Company was INR 200 Mn divided into 20,00,00,000
equity shares of INR 1/- each. During the year under
review, there was no change in the authorised share
capital of the Company.

Issued, Subscribed & Paid-Up Share Capital

As on March 31, 2026, the issued, subscribed and paid-
up equity share capital of the Company stands at INR
108.59 Mn divided into 10,85,87,787 equity shares of
INR 1 /- each

Further, during the period under review, your
Company has not bought back any of its securities
/ has not issued any Sweat Equity Shares / has not
issued any Bonus Shares/ has not issued shares with
Differential Voting rights and there has been no
change in the voting rights of the shareholders of the
Company.

DIVIDEND

During FY 2026, the Board has not recommended
any dividend. However, pursuant to Regulation
43A of the Listing Regulations, the Company
has Dividend Distribution Policy (''Policy'') which
specifies the financial parameters, internal and
external factors that are to be considered by the
Board while declaring a dividend. The Policy as
approved by the Board is available on the Company''s
website at https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode.

DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

As on March 31, 2026, the Company has Two (2) wholly-
owned Subsidiary Company(s) and twenty (20) Step-
Down Subsidiary Company(s):

Wholly-owned Subsidiary Company(s):

1. Tek Travels DMCC

2. TBO Cargo Private Limited

Step- Down subsidiary Company(s):

1. TBO Holidays Brasil Agencia De Viagens E
Reservas Ltd*

2. TBO Holidays Europe B.V. *

3. TBO Holidays HongKong Limited*

4. TBO Holidays Pte Ltd. *

5. Travel Boutique Online S.A. De C.V. *

6. TBO Technology Services DMCC*

7. TBO Technology Consulting Shanghai Co., Ltd. *

8. Tek Travels Arabia Company for Travel and
Tourism (under liquidation) *

9. TBO LLC*

10. United Experts for Information Systems
Technology Co. LLC*

11. BookaBed AG*

12. TBO Tek Ireland Limited*

13. Jumbonline Accommodations & Services, S.L.U*

14. TBO Jumbonline Canarias, S.L.U**

15. TBO Tek Australia Pty Ltd*

16. PT TBO Tek Indonesia*

17. TBO Tek Greece Single Member Private Company*

18. TBO Tek Israel Ltd. *

19. TBO Tek SP Z.O.O*

20. Classic Vacations, LLC ***

* 100% subsidiary of Tek Travels DMCC

** 100% subsidiary of Jumbonline Accommodations &
Services, S.L.U

*** 100% subsidiary of TBO LLC

In terms of Regulation 16(1)(c) of the Listing Regulations,
the Company has three (3) material subsidiaries as on
March 31, 2026:

• Tek Travels DMCC (''DMCC''), incorporated in the
United Arab Emirates

• Jumbonline Accommodations & Services, S.L.U.
(''Jumbo'') incorporated in Spain

• Classic Vacations, LLC (''CV''), incorporated in USA

In compliance with the applicable provisions of the
Act, a statement in Form AOC-1, containing the salient
features of the financial statements of the subsidiary
companies, is annexed as ''Annexure I'' to this Report.
The statement also provides details of the performance
and financial position of the subsidiary companies and
their contribution to the overall performance of the
Company. Pursuant to the provisions of Section 136
of the Act, the financial statements of subsidiaries are
available on the Company''s website at https://www.
tbo.com/engagement/investors/.

TRANSFER TO RESERVES

During FY 2026, no amount has been transferred to
any reserve.

EMPLOYEES STOCK OPTION PLAN (ESOP)

To retain, promote and motivate the best talent in
the Company and to develop a sense of ownership
among employees, the Company has instituted an
TBO Employees Stock Option Scheme, 2021(''ESOP
Scheme'') with the approval of Shareholders of the
Company. The said scheme is in compliance with
the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (''ESOP Regulations''). The
Nomination and Remuneration Committee and TBO
Employees Benefit Trust (''ESOP Trust'') monitors the
Company''s ESOP scheme. During FY 2026 there has
been no material changes in the ESOP Scheme of the
Company. The disclosure in compliance with ESOP
Regulations as on March 31, 2026, can be accessed on
the website of the Company at https://www.tbo.com/
engagement/investors/#Shares/#ESOPs.

The Certificate from M/s. NKJ & Associates, Company
Secretaries, Secretarial Auditors, of the Company,
certifying that the ESOP Scheme, is implemented
in accordance with the ESOP Regulations will be
available for inspection by the members in electronic
mode during the Annual General Meeting (''AGM'').

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company''s Board of Directors comprises an
optimum blend of Executive and Non-Executive
Directors including Women Independent Director.
The Chairman of the Board is a Non-Executive
Independent Director. The composition of the Board
is in conformity with Regulation 17 of the Listing
Regulations and the relevant provisions of the Act.

The Board comprises of individual members
possessing the required skill/expertise/competencies
in Business Management & Corporate Strategy,
Corporate Governance, Risk Management and
Corporate Social Responsibility, which enable them to
contribute effectively to the Company in their capacity
as Directors of the Company.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less
than 2/3^rd (Two-third) of the total number of Directors
(other than Independent Directors) shall be liable to
retire by rotation. Accordingly, in terms of Articles of
Association of the Company and provisions of Section
152 of the Act, Mr. Ankush Nijhawan (DIN:01112570) is
liable to retire by rotation at the ensuing Twentieth
(''20'') AGM and being eligible, offer himself for
re-appointment. The Board of Directors, on the
recommendation of Nomination and Remuneration
Committee (''NRC'') recommends his re-appointment
to the Shareholders at the ensuing AGM.

Key Managerial Personnel (‘KMPs'')

Pursuant to the provisions of Section 203 of the Act,
as on March 31, 2026, Mr. Ankush Nijhawan, Joint
Managing Director, Mr. Gaurav Bhatnagar, Joint
Managing Director, Mr. Akshat Verma Whole-time
Director & CTO, Mr. Vikas Jain, Chief Financial Officer
and Ms. Neera Chandak, Company Secretary and
Compliance Officer of the Company are the KMPs of
your Company. Further, there was no change in the
KMPs of the Company during FY 2026.

Re-appointment of Non-Executive Independent
Directors

The Board on the recommendation of the NRC and
in accordance with the provisions of the Act and the
Listing Regulations, approved the re-appointment of
following as a Non-Executive Independent Director for
second consecutive (2^nd ) term, subject to members
approval by way of a special resolution at the ensuing
AGM:

• Mr. Ravindra Dhariwal (DIN: 00003922) from

November 24, 2026 to September 10, 2027;

• Mr. Rahul Bhatnagar (DIN:07268064) from

November 24, 2026 till November 23, 2031;

• Ms. Anuranjita Kumar (DIN: 05283847) from

November 24, 2026 till November 23, 2031; and

• Mr. Bhaskar Pramanik (DIN: 00316650) from

November 24, 2026 till November 23, 2027.

Further, pursuant to Regulation 17(1A) of Listing
Regulations, appointment/continuation of any
director who has attained the age of seventy-five (75)
years requires prior approval of members by way of a
special resolution.

Accordingly, the re-appointment of Mr. Bhaskar
Pramanik (DIN: 00316650), who has attained the
age of seventy-five (75) years shall also be subject
to the approval of the members by way of a Special
Resolution at the ensuing AGM.

In the opinion of the Board, all the directors fulfill
the conditions specified in the Act and Listing
Regulations. Further, the Company has received
requisite disclosures/declarations and notice under
section 160 of the Act proposing re-appointment of
the abovementioned directors of the Company.

Brief profile, nature of expertise, details of
directorship held in other companies, Chairmanships/
memberships of Board Committees , shareholding in
the Company held by the Directors and relationship
with Directors inter-se and other details as stipulated
under Regulation 36(3) of the Listing Regulations, as
amended read with the provisions of the Secretarial
Standard on General Meetings issued by the Institute
of Company Secretaries of India (''SS-2'') relating to the
Directors proposed to be re-appointed at the AGM is
annexed to the notice convening the ensuing AGM.

Declaration of Independent Directors of the
Company

Pursuant to Section 149(7) of the Act, read with Rule 6(3)
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, the Company has received
declarations from all the Independent Directors of the
Company confirming that they meet the criteria of
independence as prescribed under the said provisions
and Regulation 16(1)(b) of the 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 judgement
and without any external influence and that they are
independent of the Management. The Independent
Directors have also confirmed that they have complied
with the Company''s Code of Conduct and that they are
registered on the databank of Independent Directors
maintained by the Indian Institute of Corporate
Affairs. The Directors have further confirmed that they
are not debarred from holding the office of Director
under any SEBI order or any other such authority.
The Board of the Company have taken on record the
aforesaid declaration and confirmation submitted
by the Independent Directors. Pursuant to Section
134 of the Act read with Rule 8(5) of the Companies
(Accounts) Rules, 2014, in the opinion of the Board,
all the Independent Directors, possess the requisite
qualifications, experience, expertise, proficiency and
hold high standards of integrity.

Annual Board Evaluation and Familiarization
Programme for the Board Members including
Independent Directors

The Company has adopted a structured induction
programme for orientation and training of
Directors at the time of their joining. A note on the
familiarization programme for the Board Members
including Independent Directors is provided in the
Corporate Governance Report, which forms part of
this Annual Report. The NRC has put in place a robust
framework for evaluation of the Board, Committees
of the Board and Individual Directors, including
the Independent Directors and the Chairman. For
the year under review, the performance evaluation
exercise was conducted with the assistance of an
external agency engaged by the Company. As part
of the process, structured questionnaires were
circulated to the Directors for their feedback and
responses, and detailed one-on-one interactions were
also conducted by the Independent external expert
onboarded for this process with the Directors. The
findings and recommendations emerging from the
evaluation process were subsequently deliberated
upon by the NRC & Board and suitably considered
to further strengthen the overall effectiveness of the
Board and its Committees.

MEETINGS OF BOARD OF DIRECTORS

The Board is responsible for and committed to sound
principles of Corporate Governance in your Company.

The Board met eight (8) times during FY 2026 i.e.
on May 21, 2025, May 22, 2025, August 04, 2025,
September 02, 2025, November 03, 2025, January 29,
2026, February 11, 2026 and March 24, 2026.

The details regarding composition, number of Board
meetings held, and attendance of the Directors during
FY 2026 are set out in the Corporate Governance
Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy (''NRC
Policy'') has been developed in accordance with
Section 178 of the Act and Regulation 19 of the Listing
Regulations. It establishes a structured framework for
the nomination, evaluation, and remuneration of the
Company''s Directors, Key Managerial Personnel and
Senior Management. The core objective of the NRC
Policy is to attract, retain, and reward most qualified
and skilled talent capable of driving long-term growth
and success of the Company.

During FY 2026, there were no changes made
to the NRC Policy. The NRC Policy can be
accessed at https://www.tbo.com/engagement/

investors/#CorporateGovernance/#PoliciesCode. The
salient features of the Policy have been disclosed in
the Corporate Governance Report which forms part
of this Annual Report.

PARTICULARS OF EMPLOYEES, DIRECTORS &
KEY MANAGERIAL PERSONNEL

The information required under Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report and
is annexed as ''Annexure II''. As per second proviso to
Section 136(1) of the Act and second proviso of Rule 5(2)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the report and
financial statements are being sent to the members of
the Company excluding the statement of particulars
of employees under said rules. However, these are
available for inspection during business hours up to
the date of the ensuing AGM at the registered office of
the Company. Any member interested in obtaining a
copy of the said statement may write to the Company
Secretary & Compliance Officer of the Company at
[email protected].

LOANS, GUARANTEES AND INVESTMENTS

The loans given and investments made by the Company
during FY 2026, were in accordance with the provisions
of Section 179 and 186 of the Act. Further, details of
investments made and loans given by the Company
are provided in Note no. 6 and 12 respectively of the
standalone financial statements of the Company for
the year ended March 31, 2026.

RELATED PARTY TRANSACTIONS

All arrangements / transactions entered by the
Company with its related parties during the year were
in the ordinary course of business and on an arm''s
length basis. The Board had laid down the criteria for
granting omnibus approval by the Audit Committee
for the transactions which are repetitive in nature,
in line with the Company''s Policy on Materiality of
Related Party Transactions and dealing with Related
Party Transactions(''RPT Policy''). The RPT policy was
last amended on May 28, 2026.

During FY 2026, the Company had not entered into any
materially significant transaction as defined in the RPT
Policy with related parties viz. promoters, directors,
their relatives or the management, subsidiaries etc.
that may have potential conflict with the interests
of the Company at large. Accordingly, the disclosure
of Related Party Transactions under Section 188(1) of
the Act in Form AOC-2 is not applicable. For details
on Related Party Transactions, you may refer Notes to
standalone financial statements for FY 2026.

The RPT Policy of the Company can be
accessed at https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode

AUDITORS

Statutory Auditors & their Report

In accordance with provisions stipulated under
Sections 139 & 142 of the Act read with Companies
(Audit and Auditors) Rules, 2014. The members
of the Company in their AGM held on August 23,
2024 appointed M/s. S.R. Batliboi & Co. LLP (Firm
Registration no: 301003E/ E300005), Chartered
Accountants as Statutory Auditors of the Company
for a term of five (5) consecutive years to hold office
upto the conclusion of the 23^rd AGM to be held in the
year 2029 on such remuneration as recommended
by the Board and Audit Committee and as may be
mutually agreed to upon between the Board and the
auditor from time to time. The Auditors'' Report does
not contain any qualification, reservation or adverse
remark on the financial statements of the Company
except an ''emphasis of matter'' as provided in the
Auditors'' Report on Standalone and Consolidated
Financial Statements, forming part of this Annual
Report for the financial year ended March 31, 2026.
The notes on financial statements referred to in the
Auditor''s Report are self-explanatory and do not call
for any further comments.

During FY 2026, the Statutory Auditors have not
reported any matter of fraud under Section 143 (12)
of the Act, therefore no disclosure is required under
Section 134(3)(ca) of the Act.

Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Listing Regulations, The
members of the Company in their AGM held on
August 08, 2025, appointed M/s. NKJ & Associates,
Company Secretaries, Peer Reviewed Firm of Company
Secretaries in Practice, as Secretarial Auditors of the
Company for a term of five (5) consecutive years to
hold office till the conclusion of AGM to be held in the
Year 2030. They have also confirmed that they are not
disqualified from continuing as Secretarial Auditors of
the Company in terms of provisions of the Act & Rules
made thereunder and Listing Regulations.

The Secretarial Audit Report for the FY 2026 does
not contain any qualification, reservation or adverse
remark except an ''emphasis of matter'' as provided in
the Secretarial Audit Report and the same is attached
to this report as ''Annexure-III''.

During the FY 2026, the Secretarial Auditors have not
reported any matter of fraud under Section 143 (12)
of the Act, therefore no disclosure is required under
Section 134(3)(ca) of the Act.

BOARD COMMITTEES

The Company has several Board Committees which
have been established as part of the best corporate
governance practices and are in compliance with the
requirements of the relevant provisions of applicable
laws and statutes. As on March 31, 2026, the Board has
6 (six) main Committees, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility (CSR) Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• Innovation Committee

The details with respect to the composition, powers,
roles, terms of reference, number of meetings held etc.
of the Committees during FY 2026 and attendance
of the members at each Committee meetings are
provided in the Corporate Governance Report, which
forms part of this Annual Report.

All the recommendations made by the Committees
of the Board including the Audit & Risk Management
Committee were accepted by the Board.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177 of the Act and Regulation 22 of
the Listing Regulations, the Company has established
a Whistle Blower Policy (''Policy'') to provide a vigil
mechanism for Directors and employees to report
genuine concerns relating to unethical behaviour,
actual or suspected fraud, or violation of the Company''s
code of conduct and policies. The Policy also provides
adequate safeguards against victimization of persons
who avail of the mechanism and ensures direct
access to the Chairman of the Audit Committee in
appropriate or exceptional cases.

The said policy has been appropriately communicated
to the employees within the organisation and can
be accessed at https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode.

During FY 2026, no personnel have been denied access
to the Chairman of the Audit Committee. Further,
there were two (2) complaints reported during the
year and resolved internally to the satisfaction.

RISK MANAGEMENT COMMITTEE/POLICY

The Company has a comprehensive Enterprise Risk
Management (ERM) framework that encompasses the
identification and management of various risks. These

include risks associated with Technology, Information
& cybersecurity, Environmental and other operational
risks. The risk management process is integrated
throughout the organization and is designed to
identify, assess, and respond to threats that may
hinder the achievement of business objectives. It is
embedded within all key functions and aligns closely
with the Company''s goals and strategies. Significant
risks identified by various business functions
are consistently addressed through appropriate
mitigation measure.

In line with the Regulation 21 of the Listing
Regulations, your Company has formed a Risk
Management Committee to monitor the risks
and mitigation plans & actions. The details of
Risk Management Committee are provided
in the Corporate Governance Report. Your
Company has also adopted Risk Assessment
and Management Policy (''Policy''). The policy is
available on the website of the Company and can
be accessed at: https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode.

In the opinion of the Board, there are no risks that may
threaten the existence of your Company.

INTERNAL FINANCIAL CONTROL

The Company has established adequate Internal
Financial Controls commensurate with the nature,
size and complexity of its business. These controls are
designed to ensure the orderly and efficient conduct
of business, safeguarding of assets, prevention
and detection of frauds and errors, accuracy and
completeness of accounting records, and the timely
preparation of reliable financial information.

The effectiveness of the internal control framework is
periodically evaluated through a risk-based internal
audit programme. The adequacy and operating
effectiveness of the Company''s Internal Financial
Controls over Financial Reporting are independently
assessed by the Statutory Auditors in accordance
with the applicable provisions of the Companies Act,
2013. Significant audit observations and the status of
management''s corrective actions are reviewed by the
Audit Committee under the oversight of the Board.

Based on such reviews, the Board is of the opinion
that the Company has adequate Internal Financial
Controls that are operating effectively.

Internal Auditors

Your Company had appointed M/s. Grant Thornton
Bharat LLP, Chartered Accountants as Internal
Auditors for FY 2026, which reviewed and monitored
the processes and controls to ensure compliance
with internal policies. The Internal Auditors presents
half-yearly and annual audit reports to the Audit
Committee.

The Board in its meeting dated May 28, 2026 has re¬
appointed M/s. Grant Thornton Bharat LLP, Chartered
Accountants, as the internal auditors of the Company
for FY 2027.

During FY 2026, the Internal Auditors has not reported
any matter of fraud under Section 143 (12) of the Act,
therefore no disclosure is required under Section 134(3)
(ca) of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 read with Schedule V of
the Listing Regulations, Management Discussion and
Analysis Report for FY 2026 forms part of this Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR'')

Your Company strongly believes in its CSR being
an integral part of its business philosophy and our
commitment to the well-being of communities and
society through our various initiatives. Your Company
has been constantly working towards promoting the
welfare of the communities and aspire to add value
to the communities in which we operate through
our efforts. Your Company invests in the areas
of education, welfare of helpless and oppressed
people of society, inclusion and livelihood through
non-profits and social enterprises. Your Company''s
constant endeavour has been to support initiatives in
the chosen focus areas of CSR.

Your Company has a duly constituted CSR Committee,
which is responsible for fulfilling the CSR objectives of
your Company. The composition of CSR Committee is
as stated in the Corporate Governance Report which
forms part of this Annual Report.

The Board of Directors have adopted a CSR
policy which is in line with the provisions of the
Act. The CSR Policy of your Company lays down
the philosophy and approach of your Company
towards its CSR commitment. The CSR Policy was
last amended on May 22, 2025. The CSR Policy is
available on the website of the Company and can
be accessed at https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode.

The Annual Report on Corporate Social Responsibility
Activities of your Company is annexed as
‘Annexure IV''to this report.

CORPORATE GOVERNANCE REPORT

The Company takes pride in its Corporate Governance
structure and strives to maintain the highest possible
standards. A detailed report on the Corporate
Governance code and practices of the Company along

with a certificate from the auditors of the Company
regarding compliance with the conditions of Corporate
Governance as stipulated under Regulation 34 of
Listing Regulations forms part of this Annual Report.

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing
Regulations, Business Responsibility and Sustainability
Report (''BRSR'') covering disclosures on Company''s
performance on ESG (Environment, Social and
Governance) parameters for FY 2026, along with
BRSR Limited assurance statement provided by
M/s S.R. Batliboi & Co. LLP, Statutory Auditors, forms
part of this Annual Report. BRSR includes details on
performance against the nine (9) principles of the
National Guidelines on Responsible Business Conduct
and a report under each principle, which is divided
into essential and leadership indicators.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company is committed towards promoting
the work environment that ensures every employee
is treated with dignity and respect and afforded
equitable treatment irrespective of their gender, race,
social class, caste, creed, religion, place of origin, sexual
orientation, disability or economic status. Pursuant to
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 (''POSH Act''), the Company has adopted a Policy
on prevention of Sexual Harassment at Workplace
available on website of the company and can be
accessed at https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode.
Periodic sessions were also conducted to apprise
employees and build awareness on the subject matter.
The Company''s key focus is to create a safe, respectful
and inclusive workplace which fosters professional
growth for each employee.

In accordance with applicable provisions of the POSH,
Act and the Rules framed thereunder, the Company has
constituted an Internal Complaints Committee (''ICC'')
to address complaints relating to sexual harassment
at the workplace. The ICC convenes meetings as and
when required to deliberate on matters relating to
the POSH framework and to ensure that complaints
are reported, reviewed, and addressed in a fair and
consistent manner across the organization. The details
with respect to the such complaints and its status
thereto, is as under:

* The complaint was received on March 30, 2026. The ICC has
completed its review in accordance with the Company''s
policy, and the matter stood concluded as on the date of
this Report

COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

The Company has extended an Equal Parental Leave
to both male and female employees, in compliance to
the Maternity Benefit Act 1961. This reflects our belief in
shared parenting and our commitment to creating an
inclusive workplace. To further assist, working parents,
we have tie-ups with Day-care Facilities with policies
around reimbursement of related expenses, ensuring
peace of mind and a better work life balance. Beyond
leave, we also support employees through access to
mental wellness programs, professional counseling,
and structured return-to-work programs that ease the
transition back to their roles with confidence.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on Conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed as ''Annexure-V'' to this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134(3)
(a) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014,
the draft Annual Return having all the relevant
information of the Company as on March 31, 2026
is available on the website of the Company and can
be accessed at https://www.tbo.com/engagement/
investors/#FinancialReporting/#AnnualReport

COMPLIANCE OF THE SECRETARIAL
STANDARDS

The Company has complied with the applicable
Secretarial Standards on Meetings of the Board of
Directors and on General Meetings issued by the
Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, based
on representations received from the Management,
and the processes involving the Company''s statutory

and internal audit functions, and to the best of its
knowledge, ability, and due inquiry, confirms that:

a) In the preparation of the annual accounts for the
financial year ended March 31,2026, the applicable
accounting standards have been followed and
there are no material departures from the same.

b) Applicable accounting policies have been
selected and applied consistently and judgments
and estimates made 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 financial
year ended March 31, 2026, and of the profit of the
Company for the year ended on that date.

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

d) The Directors have prepared annual accounts of
the Company for the financial year ended March
31, 2026, on a going concern basis.

e) Internal financial controls are followed by the
Company and such internal financial controls are
adequate and are operating effectively; and

f) Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

GENERAL DISCLOSURES

During FY 2026, there were no transaction requiring
disclosure or reporting in respect of matters relating
to:

a) Deposits covered under Chapter V of the Act.
The Company had no outstanding, unpaid or
unclaimed public deposits during the FY 2026;

For and on behalf of Board of
TBO Tek Limited

Ankush Nijhawan

Joint Managing Director
DIN: 01112570

Date: May 28, 2026
Place: Gurugram

b) Maintenance of cost records under sub-section (1)
of Section 148 of the Act is not applicable to the
Company;

c) No significant and material orders passed by the
Regulators/ Courts/Tribunals which impact the
going concern status and Company''s operations
in future;

d) No change in the nature of the business of the
Company;

e) No deviation or variation in the utilization of
proceeds raised through issuance of equity shares
by way of Initial Public Offer(''IPO'')

f) No application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016;

g) No instance of any one-time settlement with any
Banks or Financial Institutions and accordingly
no disclosure required relating to 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.

h) The Company did not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the benefit
of employees; and

i) Mr. Gaurav Bhatnagar, Joint Managing Director
is also drawing remuneration, in his capacity as a
non-executive director of Tek Travels DMCC, wholly
owned Material Subsidiary

There have been no material changes and
commitment, affecting the financial position of the
Company which occurred between the end of FY
2026 till the date of this Report.

ACKNOWLEDGEMENTS

Your Directors extend their sincere appreciation to
all employees of the Company for their unwavering
dedication, valuable contributions and consistent
efforts across all levels. Their commitment has been
instrumental in driving the Company''s growth and
resilience. We also convey our heartfelt gratitude to
our customers, investors, bankers, vendors, business
partners, and the various statutory and regulatory
authorities for their continued trust and support.
These enduring relationships form the foundation of
our sustained success, and we look forward to further
strengthening these partnerships in the years ahead.

The Board of Directors (“the Board”) is pleased to present the Company''s Nineteenth (19^th) Annual Report, detailing the performance and key developments in the business and operations of the Company during the financial year ended March 31, 2025. This report is accompanied by the Audited Standalone & Consolidated Financial Statements, along with the Auditors Report thereon, in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The year under review was marked by focused execution, operational resilience, and strategic progress, enabling the Company to deliver sustained growth. Despite the dynamic macroeconomic environment, the Company remained committed to its long-term objectives, strengthening its market position while enhancing stakeholder value.

The Board expresses its gratitude to all shareholders, employees, customers, partners, and regulatory authorities for their continued support and confidence in the Company.

FINANCIAL SUMMARY

The Company''s financial performance (standalone and consolidated), for the financial year ended March 31, 2025 are summarized below:

In accordance with the provisions of the Act, and SEBI Listing Regulations, the financial statements of the Company have been prepared in compliance with the Indian Accounting Standards (“Ind AS”) prescribed under the Act, read with Companies (Accounts) Rules, 2014, as amended. Wherever required, the consolidated performance of the Company and its subsidiaries have also been presented to provide a comprehensive view of its financial and operational standing.

During the financial year 2024-25, the Company demonstrated resilient and broad-based growth, achieving a robust 25% year on year increase in consolidated revenue. Adjusted EBITDA grew by 22%, while Net Profit after Tax rose by 15% compared to the previous year. Operationally, the Company continued to scale effectively, with the number of monthly transacting buyers increasing by 7% year-on-year. The Gross Transaction Value (GTV) stood at INR 30,832 Cr., reflecting a 16% growth over the prior year.

In terms of financial health, the Company maintained a robust liquidity position, generating INR 289 Cr. in Cash from Operating activities. As of March 31, 2025, the Company concluded the financial year with a strong consolidated cash position of INR 1,456 Cr., inclusive of cash and cash equivalents, bank balances and liquid investments.

STATE OF COMPANY''S AFFAIRS Overview of Operations:

In FY 2024-25, India''s travel sector flourished: domestic trips exceeded 2.2 billion and H1 2024 outbound spending was 81% above 2019¹. The aviation market, now the world''s third largest at 350 million passengers, is forecasted to grow at 7-9% CAGR through FY 2026, while hotel RevPAR is projected to expand 7-8% annually². Fleet and infrastructure investments, which includes, 1,120 aircraft on order and USD 170 billion earmarked through 2030, which will support this surge³. Pro-travel reforms, such as

raising the TCS threshold to INR 10 lakh and expanding visa-free/e-visa access to 60 markets, plus UDAN (Ude Desh ka Aam Naagrik) driven connectivity and strong Tier-2/3 demand (20-50% search growth on TBO), are broadening travel''s reach. Experience-led spending now accounts for 25-30% of outbound budgets, underscoring evolving consumer preferences.

On a global level, the sector staged a near-complete recovery, with international arrivals reaching 1.4 billion trips - 99% of 2019 levels and 11 % year-on-year, propelled by restored air capacity⁴ and 66% global hotel occupancy by November⁵. Regions outpacing their pre-pandemic benchmarks included the:

? Middle East (95 million arrivals, 32% vs. 2019)

? Europe (747 million, 5% YoY)

? Asia & Pacific (316 million, 33% YoY)

? Africa (74 million, 7% vs. 2019)

? Americas (213 million, 97% of 2019) (UN Tourism)

International tourism receipts climbed to USD 1.6 trillion ( 4% vs. 2019), with exports totaling USD 1.9 trillion ( 3%) and average spend at USD 1,100 per trip. Headwinds for 2025 include rising airfares and accommodation costs, geopolitical uncertainty, labour shortages, climate disruptions, and heightened sustainability expectations⁶ .

Business Performance:

? Gross Transaction Value (GTV): The Company achieved a consolidated GTV of INR 30,832 Cr., up 16 % year-on-year, led by 43% growth in hotel distribution.

? Revenue and Margins: Take Rate was 5.64%, translating into revenues of INR 1,737 Cr. and gross profit of INR 1,193 Cr. Hotels & ancillaries contributed 59% of GTV, driving a natural uplift in blended margins.

? Segment Contribution:

? Air segment delivered GTV of INR 12,634 Cr. and Gross Margin of INR 159 Cr.

? Hotel and Ancillary segment delivered GTV of INR 18,198 Cr. and Gross Margin of INR 1,000 Cr.

Strategic Initiatives:

Over the past year, our international business has leveraged a high-touch, market-development playbook - deploying Key Account Managers across different geographies, to acquire and retain new customers through their first ten transactions before moving them to self-service. We''ve built an AI-first customer-experience engine: bots now auto-manage 40% of supplier e-mails

at 99.5% precision and resolve 30 - 40% of calls 4 - 5x faster than humans, targeting to further increase the volume of bot-driven ticket resolutions by year end. To capture premium outbound segment growth, we launched The Platinum Collection of 90 luxury hotels and specialty cruise and Umrah packages. Underpinning these efforts, we launched Customer 360, an in-house Customer Data Platform (CDP), which is successfully tested and scaling up across multiple use cases, including dynamic pricing, personalized hotel recommendations, and cross-sell initiatives-demonstrating measurable improvements in user engagement and conversion across the spectrum of business.

Campaign Manager, another successful launch of the year, boosted new-user engagement by 15%, hotel campaign bookings by 20-25%. We also introduced Smart Search feature on the platform to enhance discovery by personalizing both ranking and recommendations based on individual user profiles. Early adopters saw a 5-10% lift in search-to-booking conversion, and we''re now scaling this capability platform-wide to deliver consistently more relevant results for all users.

In India, our largest GTV market with over 31,000 transacting agents, we have focused on ecosystem stickiness and share-of-wallet growth. Digital-first postbooking journeys, “Loved by Indians" hotel tags, and simplified multi-city workflows empower self-service, while our Q4 FY 25 Platinum Desk pilot delivers concierge-level support for complex itineraries and up-sells, driving higher booking volumes. Finally, Customer 360-driven cross-sell campaigns and dynamic pricing are elevating Non-Air saliency and average transaction values, cementing our leadership in India''s evolving travel landscape.

Inorganic Growth:

The successful integration of Jumbonline Accommodations & Services, S.L.U and Bookabed AG, in last couple of years, demonstrated our M&A capability, each delivering doubledigit GTV and EBITDA growth in the first year. We will continue to pursue acquisitions that align with our digital roadmap and value-creation criteria.

Technology and Operations:

? Platform Evolution: Common high-scale architecture now unifies air, hotel, sightseeing, and back-office systems - including the Jumbonline back-office integration, ensuring consistent performance and rapid incubation of new lines of businesses and functionalities (e.g., Eurail, Car Rentals, Voya itinerary planner, Cruises).

? Automation & Resilience: Real-time access monitoring, penetration testing, and SOC 2 certified controls underpin our robust internal control environment.

People & Culture:

During the year, we deepened our values-driven culture through dedicated workshops and adopted an OKR-based performance framework to align individual and organisational goals. We launched open-feedback channels via TBO Reach, Voice and Touch, and institutionalised our TBO Honours recognition programme to celebrate behaviours that embody our core values. To foster continuous learning, we rolled out digital training, structured mentorship and innovation hackathons, while advancing our DEI (Diversity, Equity & Inclusivity) agenda through inclusive hiring. We also enhanced employee well-being with confidential counselling, comprehensive wellness programmes and robust insurance coverage, and formalised human-rights and grievance mechanisms to ensure fairness and dignity across our global workforce.

RISK MANAGEMENT

Risk management is a fundamental component of our corporate governance framework. We are committed to maintaining a robust risk management system, which is critical for achieving our objectives, identifying potential challenges, and minimizing risks. The Company has established a comprehensive and structured process to identify key risks across its operations and prioritize appropriate action plans to mitigate these risks. Through this well-organized approach, we ensure our capacity to adapt to changing conditions and allocate resources efficiently.

To enhance and streamline these processes, the Board has established a Risk Management Committee (RMC), comprising both Board members and key executives of the Company. The RMC ensures that appropriate methodologies, processes, and systems are in place to evaluate and monitor risks associated with the business. It provides oversight and sets the context for the implementation of the Enterprise Risk Management (ERM) process across the organization.

The Board in consultation with the Risk Management Committee, reviews significant risks and decisions that could materially impact the Company. These reviews are conducted with the due consideration to the Company''s defined risk appetite in the context of its business objectives. The Board also assesses the adequacy and effectiveness of the management controls and

mitigation measures implemented to address these risks, ensuring that risk exposure remains within acceptable parameters while supporting sustainable value creation.

Enterprise Risk Management Framework

We operate in a dynamic and uncertain business environment. Therefore, the Company has developed and deployed its Enterprise Risk Management (ERM) framework to create long-term value. We regularly review and update our risk management processes to ensure that they remain relevant and effective in addressing the risks we operate.

ERM is embedded in our operations and reflects our commitment to responsible risk management. It is an integral part of our strategic decision-making process and ensures that we are well-prepared to respond to any potential risks that may arise. We evaluate risks using a comprehensive assessment framework that considers factors such as impact & likelihood of risks and the effectiveness of existing controls. By fostering a strong risk management culture, we minimize potential disruptions and safeguard our business interests.

The Company''s internal control systems are routinely tested and certified by statutory and internal auditors, who assess the level of risk associated at the enterprise level. Significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those related to strengthening the Company''s risk management policies and systems.

Further details regarding the Company''s risk management processes and systems are available in other sections of this Annual Report. At present, the Board believes there are no risks that could threaten the Company''s continued existence.

Risk Assessment and Management Policy

We have comprehensive Risk Assessment and Management Policy framed, in compliance with SEBI Listing Regulations and relevant provisions of the Act. This policy defines our risk appetite, outlines a robust framework, and promotes a risk-aware cultureenhancing our capabilities and competitive edge in a dynamic business environment.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company maintains a robust internal control framework, tailored to its size and operational activities, with a strong commitment to safeguarding assets and enhancing operational efficiency. The framework includes well-documented policies, procedures, and guidelines that ensure the orderly and efficient conduct of business. safeguarding of assets, prevention and detection of fraud and errors, ensuring the accuracy and completeness of accounting records and assisting in the timely preparation of reliable financial information.

To ensure thorough oversight, your Company has appointed M/s. Grant Thornton Bharat LLP, Chartered Accountants, as the Internal Auditor. Regular internal audits are conducted to evaluate the internal control systems and processes. Internal audit reports, along with recommendations and the status of implementation, are reviewed by the Audit Committee.

The Board periodically reviews the internal policies and processes, including internal financial control systems. The Directors'' Responsibility Statement contains confirmation regarding the adequacy of internal financial controls. Internal controls are tested for effectiveness across all business functions by the internal audit team, with management reviewing the results to implement corrective actions. Any deviations are reported to the Audit Committee periodically. Internal team members attend meetings as needed to provide updates on control and compliance status within their respective areas. Therefore, the Board is of the opinion that the

Company''s internal financial controls were adequate and effective for the financial year 2024-25.

The internal control system is designed to ensure the reliability of financial and other records, enabling the preparation of accurate financial information, and maintaining accountability over assets. The Company has implemented various tools, to strengthen controls over compliance, including insider trading regulations.

A certificate from the Joint Managing Directors and CFO is included in the Corporate Governance Report affirming the existence and effectiveness of internal controls. This certificate also reiterates their responsibility to report deficiencies to the Audit Committee and take corrective actions. During the year under review, no material observations were made by the Internal or Statutory Auditors regarding the efficiency and effectiveness of these controls.

SHARE CAPITAL Authorised Share Capital

As on March 31, 2025, the authorised share capital of the Company was INR 200 Mn divided into 20,00,00,000 equity shares of INR 1/- each. During the year under review, there was no change in the authorised share capital of the Company.

Issued, Subscribed & Paid-Up Share Capital

As on March 31, 2025, the issued, subscribed and paid-up equity share capital of the Company stands at INR 108.59 Mn divided into 10,85,87,787 equity shares of INR 1 /- each.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY

In compliance with Regulation 43A of the SEBI Listing Regulations, the Board has adopted a Dividend Distribution Policy that outlines the criteria and factors considered in determining the distribution of dividends to shareholders and/or the retention of profits by the Company. This policy is available on the Company''s website at https://tbo-static-files.s3.eu-west-1.amazonaws. com/tbo-investor-relations/Corporate-Governance/ Policies/Dividend%20Distribution%20Policy%20Nov.pdf.

TRANSFER TO RESERVES

No amount has been transferred to any reserve during the financial year 2024-25.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The Company has instituted a single Employee Stock Option Scheme namely “TBO Employees Stock Option Scheme, 2021" (“ESOP Scheme" / “Scheme"). The primary objective of the Scheme is to attract, retain, and motivate high-performing talent by fostering a culture of ownership and long term commitment among employees which is administered through the TBO Employees Benefit Trust (“ESOP Trust"). In line with regulatory requirements and best governance practices, during the financial year 2024-25, neither the ESOP Trust nor its trustees have exercised any voting rights in respect of the shares held by the Trust.

The ESOP Scheme is implemented in accordance with the provisions of the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”). The Company has received a certificate from M/s. NKJ & Associates, Company Secretaries, Secretarial Auditors of the Company, certifying that the Scheme is implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the members. The certificate will be available for inspection by members in electronic mode. Details of ESOPs granted and vested are provided in the notes to Standalone Financial Statements. During the financial year 2024-25, there has been no material change in ESOP Scheme.

The disclosures in compliance with the SEBI SBEB Regulations are set out in "Annexure II” and are available on the Company''s website at www.tbo.com/ engagement/investors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company''s Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors and conforms to the provisions of the Act, SEBI Listing Regulations and other applicable statutory provisions.

As on March 31, 2025, the Company has eight (8) Directors consisting of four (4) Independent Directors, one (1) Non-Executive Nominee Director, two (2) Joint Managing Directors and one (1) Whole-time Director. The appointment/re-appointment of all the directors of the Company is subject to periodic approval of the shareholders, hence, the Company does not have any permanent Board seat. Further, the Company has five (5) Key Managerial Personnel in terms of Section 2(51) and 203 of the Act, i.e., two (2) Joint Managing Directors, Wholetime Director, Chief Financial Officer and Company Secretary & Compliance Officer. The details of Board and Committees composition, areas of expertise and other details are provided in the Corporate Governance Report, which forms part of this Annual Report.

In the opinion of the Board, the Independent Directors possess the requisite qualifications, skills, experience, proficiency and expertise and hold high standards of integrity and none of the directors have incurred any disqualification on account of non-compliance with any of the provisions of the Act.

Changes in Directors and Key Managerial Personnel

During the financial year 2024-25, the following changes took place in the Board:

a) Appointment of Mr. Shantanu Rastogi (DIN: 06732021) as an Additional Non-Executive (Nominee) Director with effect from November 12, 2024 which

was subsequently approved by the members by way of Postal Ballot on January 17, 2025.

b) Appointment of Mr. Akshat Verma (DIN: 10838493) as an Additional Whole-time Director and KMP with effect from November 16, 2024 which was subsequently approved by the members by way of Postal Ballot on January 17, 2025.

c) Resignation of Mr. Udai Dhawan (DIN: 03048040) Non-Executive Nominee Director of the Company with effect from December 3, 2024. The Board placed on record its sincere appreciation for his contribution to the Company.

Retiring by Rotation

Mr. Gaurav Bhatnagar (DIN: 00446482), Joint Managing Director, is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

His brief profile, nature of expertise, details of directorships held in other companies along with his shareholding in the Company, as stipulated under the Secretarial Standards and SEBI Listing Regulations, are appended as an Annexure to the Notice of the ensuing AGM.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on March 31, 2025 are Mr. Ankush Nijhawan, Joint Managing Director, Mr. Gaurav Bhatnagar, Joint Managing Director, Mr. Akshat Verma, Whole-time Director, Mr. Vikas Jain, Chief Financial Officer and Ms. Neera Chandak, Company Secretary & Compliance Officer. Except as stated above, there was no change in KMPs during the year under review.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI 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 judgement and without any external influence and that they are independent of the Management.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are

not debarred or disqualified from holding the office of director under any order of MCA, SEBI or other regulator. The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.

Diversity of Board of Directors

The Company is committed to fostering a diverse and inclusive culture, recognizing its crucial role in driving success. A diverse Board brings together a broad range of skills, qualifications, experiences, perspectives, and backgrounds, all of which are essential for informed decision-making and sustainable growth. Our Board Diversity Policy outlines our approach to ensuring diversity at the Board level, and it can be accessed on the Company''s website at www.tbo.com/ engagement/investors.

Nomination and Remuneration Policy

In accordance with Section 178 of the Act and the SEBI Listing Regulations, the Board has adopted a Nomination and Remuneration Policy which outlines the procedures and guidelines for the identification, evaluation, and determination of the remuneration for Directors, Key Managerial Personnel and Senior Management. It also specifies the criteria for assessing the qualifications, positive attributes, and independence of Directors, along with other matters as mandated under the Act and SEBI Listing Regulations. During the year under review, the Nomination and Remuneration Policy was amended inter-alia to ensure alignment with the prevailing legal requirements to reflect the intent of the law in letter and in spirit. The salient features of the Nomination and Remuneration Policy of the Company are annexed as “Annexure IN” to this Report. The detailed policy is also available on the website of the Company at www.tbo.com/ engagement/investors.

Board Evaluation

The Board conducted annual evaluation of its own performance, the board committees, the chairman, and individual directors in accordance with the provisions of the Act and the SEBI Listing Regulations, based on the criteria and framework adopted by the Board and outlined in the Company''s Policy for evaluation of performance of the Board of Directors. This evaluation framework was designed to comply with the requirements of the Act, the SEBI Listing Regulations, and the SEBI Guidance Note on Board Evaluation issued in January 2017. Further details on the evaluation framework, criteria, process and outcome are provided in the Corporate Governance Report which forms part of this Annual Report. The evaluation was carried out through a questionnaire with qualitative parameters

and feedback based on ratings. All Directors participated in the process. In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, Chairman of the Board and the Board as a whole was also discussed, taking into account the views of Executive Directors and Non-Executive Director. The results were discussed at the NRC and Board meetings held on May 21, 2025 and May 22, 2025 respectively.

Familiarization Program for Board Members

In line with the SEBI Listing Regulations, the Company has established a comprehensive induction program to orient and train Directors upon their appointment. This program offer Directors a valuable opportunity to familiarize themselves with their roles, rights, and responsibilities, as well as the Company''s operations, the industry landscape, and its business model. As part of the induction, Directors engage with Senior Management, who provide insights into the Company''s strategy, operations, markets, and business model. This process ensures that Directors gain a thorough understanding of the Company, its employees, values, and culture, enabling them to effectively contribute to overseeing Management''s performance. For more details, please refer to the Corporate Governance Report, which forms part of this Annual Report.

BOARD AND COMMITTEE MEETINGS

In compliance with the statutory requirements, the Company has constituted five (5) mandatory Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders'' Relationship Committee. Additionally, the Company has established two special-purpose committees viz a viz, the Executive Committee, aimed at enhancing administration, and the Innovation Committee, focused on leveraging technological advancements to create innovative business opportunities.

During the year, the IPO Committee was dissolved with effect from August 13, 2024.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

During the year under review, 8 meetings of the Board of Directors were held. A detailed update on the composition, governance, terms of references, attendance of directors at Board and Committee meetings held during the financial year 2024-2025 are provided in the Corporate Governance Report which forms part of this Annual Report.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors & their Report

M/s. S.R. Batliboi & Co. LLP (Firm Registration no: 301003E/ E300005), Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting (“AGM") held on August 23, 2024 for a term of five (5) consecutive years to hold office upto the conclusion of the 23^rd AGM to be held in the year 2029.

The Report given by the Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year 2024-25, forms part of this Annual Report. There have been no qualification, reservation, adverse remarks or disclaimer given by the Statutory Auditors in their Report, except an ‘emphasis of matter'' as provided in the Auditors'' Report on Standalone and Consolidated Financial Statements, forming part of this Annual Report.

Secretarial Auditors & their Report

The Company appointed M/s. NKJ & Associates, Company Secretaries, to conduct its secretarial audit for the financial year 2024-25. The Secretarial Auditors have submitted their report for the financial year 2024-25, confirming compliance with all the applicable provisions of corporate laws. There have been no qualification, reservation, adverse remarks or disclaimer given by the Secretarial Auditors in their Report, except a note as provided in point 4 of the Auditors'' Report, which forms part of this Annual Report and is annexed as ''''Annexure IV" to this Report.

As per Regulation 24A of the SEBI Listing Regulations, 2015, as amended read with SEBI Circular No. SEBI/HO/ CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, the Board at its meeting held on May 22, 2025, has recommended the appointment of M/s. NKJ & Associates, Company Secretaries, as Secretarial Auditors of the Company and to hold office for a period of 5 consecutive years from the conclusion of the 19^th AGM till the conclusion of the 24^th AGM of the Company to be held in the year 2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. NKJ & Associates, Company Secretaries, are separately disclosed in the Notice of ensuing AGM.

M/s. NKJ & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that the said appointment, if made would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations. They also have confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of the provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

Internal Auditors

The Company appointed M/s. Grant Thornton Bharat LLP, Chartered Accountants as Internal Auditors for the financial year 2024-25, which reviewed and monitored the processes and controls to ensure compliance with internal policies. The Internal Auditors presents halfyearly audit report to the Audit Committee.

The Board has re-appointed M/s. Grant Thornton Bharat LLP, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

Reporting of Frauds by Auditors

None of the Auditors of the Company have reported any fraud under Section 143(12) of the Act and the rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to contributing meaningfully to community development by creating long-term value for all stakeholders and enhancing socio-economic wellbeing. It strives to drive business growth in a socially and environmentally responsible manner. During the financial year 2024-25, the Company''s key focus areas included promoting education, empowering communities, and supporting healthcare initiatives. Guided by a long-term vision, the Company ensures that its social responsibility initiatives are aligned with sustainable development goals, aiming to deliver a lasting and holistic impact on society.

The CSR Committee is in place in terms of Section 135 of the Act. The details of CSR Committee, including composition, terms of reference etc., are provided in the Corporate Governance Report, which forms part of this Annual Report.

A brief outline of the CSR policy, its salient features including the activities undertaken by the Company, forms part of the Annual Report on the CSR which is annexed as “Annexure V” to this Report as per format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. During the year, no revision was made to the CSR Policy of the Company. However, the Board at its meeting held on May 22, 2025 amended the CSR policy to ensure alignment with the applicable legal requirements. The details of the CSR Policy, composition of CSR Committee, CSR projects and programmes of the Company are available on the website of the Company at www.tbo.com/engagement/investors.

VIGIL MECHANISM

The Company has adopted a Whistleblower Policy pursuant to the provisions of the SEBI Listing Regulations

and the Act, which outlines the method and process for stakeholders to voice genuine concerns about unethical conduct that may be in breach with the Code of Conduct of the Company. The policy aims to ensure that the associates / other stakeholders can raise their genuine concerns in full confidence, without any fear of retaliation and victimization. The Policy is available on the Company''s website at www.tbo.com/engagement/ investors. Further, details on Whistleblower policy are provided in the Corporate Governance Report which forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In compliance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has constituted an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment at the workplace where any such incident can be reported to the ICC as per the process defined under the Policy on Prevention of Sexual Harrassment of Women at workplace. Details regarding the policy, including the details of the complaints received and disposed of during the financial year, are provided in the Corporate Governance Report which forms part of the Annual Report.

CREDIT RATING

During the year ended March 31, 2025, the credit rating assigned to the Company by CARE Ratings Ltd. for longterm bank facilities and short-term bank facilities were reaffirmed at CARE A- Stable and CARE A2 , respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure VI” to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The loans given and investments made by the Company during the financial year under review were in accordance with the provisions of Section 179 and 186 of the Act. Further, details of loans and investments made by the Company are provided in Note no. 12 and 6 of the Standalone Financial Statements of the Company for the financial year ended March 31, 2025.

RELATED PARTY TRANSACTIONS

All the transactions, falling within the purview of provisions of Section 188(1) of the Act, entered into by the Company with its related parties as defined under the provisions of the Act, during the financial year under review were in ordinary course of business and on arm''s length basis, hence Form AOC-2 is not applicable. During the year under review, there were no material related party transactions or arrangements with related parties. The Related Party Transactions Policy is available on the Company''s website www.tbo.com/engagement/ investors. Disclosures as required pursuant to Para A of Schedule V of the SEBI Listing Regulations form part of the Standalone Financial Statements for the financial year 2024-25.

Names of Related Parties and details of transactions with them have been included in Note no. 35 of the Standalone Financial Statements for the financial year 2024-25.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 and other applicable provisions of the SEBI Listing Regulations, a detailed Corporate Governance Report which forms an integral part of this Annual Report. A certificate from the Secretarial Auditors of the Company confirming compliance with conditions of corporate governance as stipulated in the SEBI Listing Regulations is annexed as “Annexure VII” to this Report.

A certificate from the Joint Managing Directors and Chief Financial Officer in terms of Regulation 17 of the SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is annexed as “Annexure D" to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on Company''s operational performance, industry trends and other required details prepared in compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134(3) (a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return having all the relevant information of the Company as on March 31, 2025 is available on the website of the Company and can be accessed at www.tbo.com/ engagement/investors.

MAINTENANCE OF COST RECORDS

The Company does not fall within the purview of Section 148 of the Act. Hence, it is not required to maintain any cost records and accordingly, such accounts and records are not made and maintained by the Company.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure VIII” to this Report.

Particulars of employee remuneration, as required u/s 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report.

In terms of second proviso to Section 136(1) of the Act, the Annual Report is being sent to the shareholders excluding the aforementioned information. The information will be available for inspection at the registered office of the Company on all working days upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary of the Company.

GENERAL DISCLOSURES

Your Directors confirm that during the year under review, no disclosure or reporting is required in respect of the following items and accordingly confirm as under:

i. The Company has neither revised the financial statements nor the report of Board of Directors.

ii. There are no material changes or commitments affecting the financial position of the Company between March 31, 2025 and the date of this report.

iii. The Company has not accepted any public deposits as defined under Chapter V of the Act read with rules made thereunder.

iv. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company''s operations in future.

v. There was no change in the nature of the business of the Company.

vi. Mr. Gaurav Bhatnagar, Joint Managing Director is also drawing remuneration, in his capacity as a director of Tek Travels DMCC, wholly owned Material Subsidiary.

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

d) The Directors have prepared annual accounts of the Company for the financial year ended March 31, 2025, on a going concern basis.

e) Internal financial controls are followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

ACKNOWLEDGEMENTS

Your Directors extend their sincere appreciation to all employees of the Company for their unwavering dedication, valuable contributions and consistent efforts across all levels. Their commitment has been instrumental in driving the Company''s growth and resilience. We also convey our heartfelt gratitude to our customers, investors, bankers, vendors, business partners, and the various statutory and regulatory authorities for their continued trust and support. These enduring relationships form the foundation of our sustained success, and we look forward to further strengthening these partnerships in the years ahead.

Your directors take great pleasure in presenting the Eighteenth Board''s Report on the business and operations of TBO Tek Limited ("Company”), together with the audited financial statements for the financial year ended March 31,2024. As this marks the inaugural report subsequent to the Initial Public Offering ("IPO”) and listing of equity shares of the Company on BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”), (collectively referred to as the "Stock Exchanges,”) the Board extends a warm welcome to public shareholders. We eagerly anticipate your continued trust and support in the future.

FINANCIAL SUMMARY

In terms of the provisions of the Companies Act, 2013 ("Act”), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing

Regulations”), the financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under the Act, read with Companies (Accounts) Rules, 2014, as amended. Wherever required, the consolidated performance of the Company and its subsidiary has also been provided.

FY 2023-24 was a landmark year for your Company, During the financial year 2023-24, your Company delivered a robust consolidated Revenue growth of 31% with adjusted EBITDA growth of 35% and Net Profit after Tax growth of 35% respectively. Our remarkable trajectory has been driven by robust growth in the travel industry and our Global distribution expansion initiatives, improvement in our business saliency was one of the key drivers for improvement in our Profitability. Overall, our number of annual transacting buyers increased by 7% and Gross Transaction Value (GTV) at INR 26,536 Crores delivered a 19% Y-o-Y growth. Bookabed AG, a company acquired in the previous years, witnessed a 50% growth in GTV during the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year 2023-24 and date of this report.

The Company maintained a strong liquidity in business, generating INR 226.50 Cr as Cash from Operating activities and ended the financial year with a healthy consolidated cash balance of INR 854.08 Cr (includes Cash and cash equivalents and other bank balances).

STATE OF COMPANY''S AFFAIRS

The Indian travel and tourism industry is growing at 7.1% annually. WTTC''s 2023 report projects US$ 512 billion by 2028 and 53 million jobs by 2029. The airline market will reach ~US$ 20 billion by FY27, and the hotel market ~US$ 52 billion. By 2028, international tourist arrivals will exceed 30.5 billion, generating over US$ 59 billion. IATA sees India as a top aviation market, with outbound travel surging. India''s global ranking rose to 39th in the TTDI 2024.

India''s infrastructure improvements and rising internet access are set to boost tourism, driving the market to US$

23.7 billion (source: ET Travel world) in 2024. Increased domestic travel presents opportunities for distributors offering unique experiences, while government initiatives like the UDAN scheme and e-visa streamlining will further stimulate growth.

The global travel and tourism market was valued at US$

1.7 trillion in 2017. Post the slowdown caused by COVID 19 pandemic, the industry showed signs of recovery in 2023, achieving an 18.2% year-on-year growth to reach US$ 1.9 trillion. It is expected to continue growing at a compound annual growth rate (CAGR) of 8.2%, and reach US$ 2.6 trillion by 2027.

The key growth drivers for global travel industry are demographic shift, adoption of flexible work hours (work from home), popularity of staycation models, adoption of e-visa, improved value propositions, social media influence on new tourist location exploration and rising prosperity in emerging economies. Travel and tourism contribution to Gross Domestic Product ("GDP”) is expected to grow at a CAGR of 6% during 2023 to 2027.

Driven by the substantial growth witnessed both in India and its international business and the projected growth in scale, your Company undertook some key strategic initiatives at an enterprise level. These proactive measures included expansion of the leadership team, bolstering the technology team and sales force across regions, fortifying the stability and robustness of its systems and technology platform by executing some key tasks, roll out of new Supplier integration tools. Successful roll-out of support and marketing CRMs on the buyer side was achieved, while roll-out of sales CRM is currently at an advanced stage of implementation. Focused efforts have been undertaken for increasing direct share of contracting by revenue and supply teams.

Our international business undertook several growth initiatives to improve platform usability, price competitiveness, and customer retention. The H-next initiative is aimed at introducing a new booking engine with an enhanced user experience, boosting conversion rates by ensuring travel agents use the portal more effectively to discover the best options for their customers. The multi-tenancy roll-out involves implementation of a systematic accounting approach for invoicing, cost and revenue allocation related to multiple associated entities within TBO. In KSA region, a pilot of this initiative has been rolled-out. Further, a buyer-supplier flywheel enhancement initiative is being undertaken, which aligns supply with customer demand, improving price competitiveness and conversion rates. The ongoing Salesforce CRM roll-out is set to enhance sales team capabilities in lead management and performance, improving relationships with large accounts. Also, to improve company''s customer retention rate, an

industry leading Net Promoter Score (NPS) tool is being adopted which is aimed at measuring and improving customer satisfaction.

On similar lines, Company''s India business launched several key initiatives to optimize agent enrolment, enhance cross-selling, improve wallet share, and strengthen its supply chain. A dedicated team of professionals were hired to enhance agent enrolments, reducing on-call enrolment TAT from 3 days to 1 hour and implementing CLM to cut processing time from 5 days to 10 minutes. Cross-selling strategies included setting up of a committed team of professionals and a quarterly incentive plan for buyers. Engagement activities focused on, customized solutions for high potential agents and launch of a revival incentive scheme for customer success team working on the churned agents. Further, supply chain efforts involved increasing direct contracts, exclusive pricing agreements with key suppliers, and addition of new product categories like homestays and villas.

In December 2023, Tek Travels DMCC, the wholly owned subsidiary of your Company acquired 100% stake in Jumbonline Accommodations & Services, S.L.U., along with its Brands and other assets, from Jumbo Tours Espana, S.L.U. Mr. Mustafa Korkmaz and Mr. Anurag Aggarwal were appointed as CEO and CFO respectively of Jumbonline Accommodations & Services, S.L.U.

Our acquisition of Jumbonline has already started showing positive results and contributed meaningfully towards our operations in Q4 of FY 2023-24. We believe that the initial results are a validation of our strategy to focus on both Organic and Inorganic initiatives to drive our Growth and EBITDA margin expansion through operating leverage. In the coming years we will continue to invest in global market development, supply strengthening and Platform innovations.

During the year under review, General Atlantic Singapore TBO Pte. Ltd. acquired a 7.5% stake in the Company from TBO Korea Holdings Limited and Augusta TBO (Singapore) Pte Ltd in October 2023, which was subsequently increased to 15% in February 2024. Further, your Company achieved the historic milestone of listing on the Stock Exchanges.

During the financial year 2023-24, your Company received prestigious awards from esteemed airlines and travel providers such as Top Producers of Swiss Travel System Products award for tbo.com by Swiss Travel System, ''Top Agent Award 2023'' from Malaysian Airlines and ''Best Online Travel Platform - B2B award for tbo.com by ET Travel World, to mention a few. In addition to this, TBO proactively engaged with its partners in India as well as international markets, and made a strong presence felt at prominent industry events, including SATTE India where the Company received the certificate of honour in the ''Online Travel Aggregator of the year'', WTM South Africa

and LATAM, ITB Berlin, and ATM Dubai. The Company''s participation in these events received overwhelmingly positive responses from its travel partners. TBO''s presence not only enhanced its visibility in the market but also fostered fruitful interactions with industry stakeholders, opening opportunities for potential collaborations and business growth.

With a series of achievements, investments, and strategic initiatives, your Company has set a strong foundation for growth in the coming years. By capitalizing on market opportunities, adapting to changing customer needs, and leveraging its strengths, your Company is well-positioned to further enhance its market share, expand its global footprint, and continue delivering value to all its stakeholders.

RISK MANAGEMENT

Your Company believes that risk resilience is key to achieving higher growth. To this effect, your Company has a robust and structured process in place to identify key risks across the Company and prioritize relevant action plans to mitigate these risks.

In line with the provisions ofRegulation 17(9) of SEBI Listing Regulations, your Company adopted the Risk Assessment and Management Policy which is available on website of the Company at https://www.tbo.com/investors/Policies/ Risk%20assessment%20and%20management%20policv. pdf. The objective of this Policy is to have a well-defined approach to risk management. The Policy lays down broad guidelines for timely identification, assessment and prioritization of risks affecting the Company. It suggests framing an appropriate response for the key risks identified, to make sure that risks are adequately addressed or mitigated.

At present, in the opinion of Board of Directors, there are no risks which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company''s internal financial control framework commensurates with the size and complexity of its business operations. The control framework has well documented policies, procedures and guidelines, ensuring orderly and efficient conduct of its business,

including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy, completeness of accounting records and timely preparation of reliable financial information. All significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal controls environment and monitors the implementation of audit recommendations. 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 the financial year 2023-24.

SHARE CAPITAL AND INITIAL PUBLIC OFFERING (“IPO/ OFFER”) OF THE COMPANY

During the financial year 2023-2024, there has been no change in the share capital of the Company. As on March 31, 2024, the authorised equity share capital stood at H 20 Cr divided into 20,00,00,000 equity shares of H 1/- each and issued, subscribed and paid-up equity share capital stood at H 10.42 Cr divided into 10,42,39,961 equity shares of H 1/- each.

Subsequent to the closure of financial year 2023-24, your Company completed its IPO of 1,68,56,623 equity shares of face value of H 1/- each, at a price of H 920/- per equity share, including a premium of H 919/- per equity share aggregating to H 1550.81 Cr. The Offer comprised of a fresh issue of 43,47,826 equity shares aggregating to H 400 Cr and an offer for sale of 1,25,08,797 equity shares aggregating to H 1150.81 Cr The offer for subscribing to the IPO was opened on May 8, 2024 and closed on May 10, 2024 (anchor investor bid/ offer period being May 7, 2024).

Accordingly, as on the date of this report, the issued, subscribed and paid-up equity share capital of the Company stands at H 10,85,87,787 divided into 10,85,87,787 equity shares of H 1/- each. Pursuant to the SEBI Listing Regulations & SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the net proceeds of IPO shall be utilized in line with the objects of the Offer. As a result of the IPO, the equity shares of the Company got listed on the Stock Exchanges with effect from May 15, 2024.

Your Company has adopted a policy for determining material subsidiaries pursuant to Regulation 16(1)(c) of the SEBI Listing Regulations, which is available on the Investor Relations section of the website of your Company at https://www.tbo.com/investors/Policies/Policy%20for%20 determination%20of%20material%20subsidiary.pdf.

In accordance with the provisions of Section 129(3) of the Act, your Company has prepared consolidated financial statements of the Company and its subsidiaries, which forms part of this Annual Report. A statement in Form AOC-1, containing the salient features of the financial statements of the subsidiary companies, is annexed as Annexure A to this report. The statement also provides the details of performance and financial position of the subsidiary companies.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31,2024.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy was adopted by the Board of Directors of the Company to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The said policy is available on the Company''s website at https://www.tbo.com/investors/ Policies/Dividend%20Distribution%20Policy.pdf.

TRANSFER TO RESERVES

No amount has been transferred to any reserve during the financial year ended March 31,2024.

DEPOSITS

Your Company has not accepted any deposit from its Members or the general public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-2024.

EMPLOYEES STOCK OPTION PLAN (ESOP)

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, your Company has instituted TBO Employees Stock Option Scheme, 2021 (ESOP Scheme) and has also set up TBO Employees Benefit Trust (ESOP Trust) for the purpose of implementation of ESOP Scheme. Neither the ESOP Trust nor any of its trustees have exercised voting rights in respect of the shares of the Company held by the ESOP Trust.

During the financial year 2023-24, Company has granted 4,37,150 stock options under the ESOP Scheme. A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc is annexed as Annexure B to this report. Further, the ESOP Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations”) and no changes were made in the ESOP Scheme during the financial year 2023-24.

The requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company''s website at https://www.tbo.com/investor-relations.

Pursuant to the provisions of the SEBI ESOP Regulations, the pre-IPO ESOP Scheme is required to be ratified by the members of the Company subsequent to the IPO. Accordingly, the Board of Directors of the Company in their meeting held on May 30, 2024, have recommended to the shareholders, the ratification of ESOP Scheme by way of postal ballot. Your Company has obtained Certificate from M/s. NKJ & Associates Company Secretaries, Secretarial Auditor of the Company certifying that the pre-IPO ESOP Scheme has been implemented in accordance with SEBI ESOP Regulations and the same is enclosed as Annexure C to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition

As on March 31, 2024, your Company had seven (7) Directors consisting of four (4) Independent Directors, one (1) Non - Executive Nominee Director and two (2) Joint Managing Directors. Further, your Company has four Key Managerial Personnel in terms of section 2(51) and 203 of the Act i.e., two (2) Joint Managing Directors, Chief Financial Officer and Company Secretary & Compliance Officer. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In the opinion of the Board, all the Directors, possess the requisite qualifications, skills, experience, proficiency and expertise and hold high standards of integrity and none of the directors has incurred any disqualification on account of non-compliance with any of the provisions of the Act.

Changes in Directors and Key Managerial Personnel

The Board, in its meeting held on March 31, 2023, had approved the re-designation of Mr. Gaurav Bhatnagar as Executive Director/ Whole-time Director with effect from April 1,2023, till November 25, 2026, which was approved by the shareholders in their meeting held on July 3, 2023. Subsequently, the Board of Directors and the shareholders each in their meetings held on November 4, 2023, approved the re-appointment of Mr. Ankush Nijhawan as Managing Director/Joint Managing Director for five years with effect from April 1, 2024, till March 31, 2029 and appointment of Mr. Gaurav Bhatnagar as the Joint Managing Director/ Managing Director of the Company with effect from November 4, 2023 till November 3, 2028.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Udai Dhawan (DIN: 03048040), being longest in the office shall retire by rotation at the forthcoming Annual General Meeting ("AGM”) of the Company, and being eligible, has offered himself for re-appointment. The Board of Directors has recommended his re-appointment as Director liable to retire by rotation at the ensuing AGM.

None of the Director/KMP has resigned during the year.

Declaration by Independent Directors

Pursuant to Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist, or which may be reasonably anticipated, that could impact their ability to discharge their duties with an objective independent judgment and without any external influence. As confirmed to the Board, the Independent Directors meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act and are independent of the Management.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Board and Senior Management and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Diversity of Board of Directors

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will leverage comprehensive and wide set of skills, qualifications, professional experiences, perspectives and backgrounds, which are necessary for achieving sustainable and balanced development. The Board Diversity Policy of the Company sets out its approach to diversity on its Board. The said Policy can be accessed on the Company''s website at https://www.tbo.com/investors/ Policies/Policv%20on%20diversitv%20of%20the%20 Board%20of%20Directors.pdf.

Nomination and Remuneration Policy

Pursuant to Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, the Board has adopted a Nomination and Remuneration Policy, which contains the process and guidelines to be followed for identification, evaluation and fixation of remuneration of Directors, Key Managerial Personnel and other Employees and sets out the criteria for determining qualifications, positive attributes and independence of a director and other matters as prescribed under the Act. During the year under review, the policy was amended by the Board in order to align it with the applicable provisions of law for the time being in force. The detailed policy is available on the website of the Company at https://www.tbo.com/investors/Policies/ Nomination%20and%20remuneration%20policy.pdf.

Formal annual evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee has put in place a robust framework for annual evaluation of the performance of the Board, Board Committees and individual directors, including the Independent Directors and Chairman. The evaluation is aimed at improving the effectiveness of all these constituents and enhancing their contribution to the functioning of the Board. For the financial year 2023-24, customized questionnaires were circulated, responses were analysed, and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process were duly considered by the Board to further augment its effectiveness.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, Chairman of the Board and the Board as a whole was also discussed, taking into account the views of Executive Directors and Non-Executive Director.

Your Company has in place policy for evaluation performance of the Board of Directors which is available on the website of the Company at https://www.tbo.com/investors/Policies/Policv%20for%20 evaluation%20of%20the%20performance%20of%20 the%20Board%20of%20Directors.pdf.

Familiarization Plan for Independent Director

Your Company has in place policy on familiarization programs for independent directors which is available on the website of the Company at https://www.tbo.com/ investors/Policies/Policy%20for%20evaluation%20of%20 the%20performance%20of%20the%20Board%20of%20 Directors.pdf.

Succession Planning

In line with provisions of Regulation 17(4) of SEBI Listing Regulations, your Company has in place a Policy for succession planning for the Board of Directors and Senior Management Personnel which is available on website of the Company at https://www.tbo.com/investors/Policies/ Policy%20for%20succession%20planning%20for%20 the%20Board%20of%20Directors%20and%20Senior%20 Management%20Personnel.pdf.

BOARD MEETINGS

During the financial year 2023-24, the Board of Directors met six (6) times i.e., on May 26, 2023, August 8, 2023, September 21, 2023, November 4, 2023, February 17, 2024, and March 30, 2024. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. The details of meetings of the Board and attendance of the Directors at the Board meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

BOARD COMMITTEES

As on March 31, 2024, the Board had the following five (5) committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders'' Relationship Committee

e. Risk Management Committee

In addition to the above, IPO Committee was constituted specifically for overseeing the activities related to IPO and to take all the decisions in relation thereto (except as are required under applicable laws to be taken only at a Board Meeting).

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The details of the composition, terms of references, number of committee meetings held during FY 20232024 and the attendance of the committee members at each meeting are given in the Report on Corporate Governance which forms part of the Annual Report.

GENERAL MEETINGS

The 17th Annual General Meeting of the Company was held on July 03, 2023. Apart from this, two Extra-Ordinary General meeting of the members of the Company was conducted in the financial year 2023-24, i.e., on November 4, 2023, and February 21,2024.

AUDITORS AND AUDITORS'' REPORTStatutory Auditors & their Report

In terms of the provisions of Section 139 of the Act, M/s Price Waterhouse Chartered Accountants LLP (FRN: 012754N/ N500016) were re-appointed as the Statutory Auditors of the Company by the shareholders in the 13th Annual General Meeting held on September 20, 2019, for a term of 5 years i.e., up to the conclusion of 18th Annual General Meeting.

The Report given by the Statutory Auditors on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024,

forms part of this Annual Report. There have been no qualification, reservation, adverse remarks or disclaimer given by the Statutory Auditors in their Report, except an ''emphasis of matter'' as provided in point 4 of the Auditor''s Report on Standalone and Consolidated Financial Statements, forming part of this Annual Report.

In view of the requirement of mandatory rotation of the Statutory Auditors set out under Section 139 of the Act, the Board in its meeting held on May 30, 2024, has recommended and approved the appointment of M/s. S.R. Batliboi & Co. LLP (Firm Registration no: 301003E/ E300005) as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 18th AGM till the conclusion of 23rd AGM of the Company. S.R. Batliboi & Co. LLP have submitted a certificate, as required under Section 139(1) of the Act confirming that they meet the criteria provided in Section 141 of the Act. Their appointment is subject to the approval of the shareholders of the Company at the ensuing AGM.

The Auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees as specified under Section 143(12) of the Act.

Secretarial Auditor

Your Company had appointed M/s. NKJ & Associates, Company Secretaries, to conduct its secretarial audit for the financial year ended March 31, 2024. The Secretarial Auditors have submitted their report for the financial year 2023-24, confirming compliance with all the applicable provisions of corporate laws. The Report does not contain any qualification, observation, disclaimer or adverse remark and is annexed as Annexure D to this report.

The Board has re-appointed M/s. N.K.J. & Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2024-25.

Internal Auditor

Your Company had appointed M/s. Grant Thornton Bharat LLP, Chartered Accountants as internal auditor for FY 2023-24, which reviewed and monitored the processes and controls to ensure compliance of the policies of the Company.

The Board has re-appointed M/s. Grant Thornton Bharat LLP, Chartered Accountants, as the internal auditors of the Company for the financial year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company aims at taking an active role and responsibility in transforming the lives of communities through long-term value creation for all the stakeholders by improving their socio-economic status. Your Company believes in growing business in a socially and environmentally responsible way. Its focus areas for financial year 2023-24, inter-alia, included promoting education, community empowerment and healthcare.

Your Company has also formulated a Corporate Social Responsibility Policy, to ensure that the CSR programs of the Company reflect its vision and values and are aligned with the applicable regulatory requirements. The details of the CSR Policy, composition of CSR Committee, CSR projects and programmes of the Company are available on the website of the Company at https://www.tbo.com/ investor-relations.

During the Financial Year 2023-2024, the Company was required to spend INR 9.20 Million (inclusive of amount of INR 0.07 Million required to be set-off) towards the CSR activities out of which the Company has spent INR 6.10 Million (inclusive of amount of INR 0.07 Mn required to be set-off) till March 31,2024. The remaining amount of INR 3.10 Million relates to the Ongoing Project, out of which INR 1.13 Million has been disbursed in April 2024 and the balance amount of INR 1.97 Million has been transferred to Unspent CSR Account of the Company in compliance with the requirements of Section 135(6) of the Act. As a socially responsible organisation, the Company harmonizes its short-term and long-term goals and consistently strives to serve society in a holistic manner to create a larger social impact.

A brief outline of the Corporate Social Responsibility Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure E to this Report, in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has a vigil mechanism in place which outlines the method and process for stakeholders to voice genuine concerns about unethical conduct that may be in breach with the Code of Conduct of the Company. The policy aims to ensure that the employees and associates can raise their genuine concerns in full confidence, without any fear of retaliation and victimization. During the year, no personnel has been denied access to the Audit Committee.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The details and disclosures related to Prevention of Sexual Harassment at workplace are given in the Report on Corporate Governance which forms part of the Annual Report.

CREDIT RATING

During the year ended March 31, 2024, the credit rating assigned to the Company by CARE Ratings Ltd. for longterm bank facilities and short-term bank facilities were reaffirmed at CARE A- Stable and CARE A2 , respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy and technology absorption as stipulated under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached herewith as ''Annexure - F'' to this Report.

Foreign Exchange Earnings & Outgo

Information in respect of foreign exchange earnings & outgo is as under:

report on Corporate Governance, inter-alia, covering composition, details of meetings of the Board and its Committees forms an integral part of this Annual Report. A certificate from the Secretarial Auditors of the Company confirming compliance with conditions of corporate governance as stipulated in the SEBI Listing Regulations is annexed as Annexure G to this Report.

A certificate from the Joint Managing Directors and Chief Financial Officer in terms of Regulation 17 of the SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is annexed as Annexure H to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on Company''s operational performance, industry trends and other required details prepared in compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report

TRANSFER OF AMOUNT/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2023-24, no amount/ shares were due for transfer to the Investor Education and Protection Fund.

ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return having all the relevant information of the Company as on March 31, 2024 is available on the website of the Company and can be accessed at https://www.tbo.com/ investor-relations.

MAINTENANCE OF COST RECORDS

The Company does not fall within the purview of Section 148 of the Act. Hence, it is not required to maintain any cost records and accordingly, such accounts and records are not made and maintained by the Company.

CHANGE IN THE NATURE OF BUSINESS

During the financial year 2023-24, there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There is no significant and material order passed by any Regulator or Court or Tribunal impacting the going concern status and Company''s operations in future.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule

5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and particulars of employees'' remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, in terms of the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the Shareholders excluding the aforementioned information. The information will be available on the Company''s website at https://www. tbo.com/investor-relations and will also be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary of the Company up to the date of the ensuing Annual General Meeting.

REMUNERATION/ COMMISSION OF DIRECTORS FROM HOLDING/ SUBSIDIARY COMPANIES

The Company does not have any holding company.

Except for (a) Mr. Gaurav Bhatnagar who was entitled to a remuneration of H 51.76 million with effect from April 1, 2023, which was further revised to H 23.36 million per annum with effect from November 4, 2023; and (b) Mr. Rahul Bhatnagar who was entitled to a sitting fee of H 0.10 million for each board meeting, from Tek Travels DMCC, wholly-owned Material Subsidiary, none of your Directors are entitled to remuneration from subsidiaries.

SECRETARIAL STANDARDS

Your Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No such application was made by the Company during the financial year ended March 31,2024.

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 BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASON THEREOF.

There is no one time settlement done with bank or any financial institution.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, based on representations received from the Management, and the

processes involving the Company''s statutory and internal audit functions, and to the best of its knowledge, ability, and due inquiry, confirms that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same.

b) Applicable accounting policies have been selected and applied consistently and judgments and estimates made 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 financial year ended March 31,2024, and of the profit of the Company for the year ended on that date.

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

d) The Directors have prepared annual accounts of the Company for the financial year ended March 31, 2024, on a going concern basis.

e) Internal financial controls are followed by the Company and such internal financial controls are adequate and are operating effectively; and

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation for the valuable contributions, consistent efforts and dedication demonstrated by the employees of the Company at all levels. We also extend our gratitude to our customers, investors, bankers, vendors, business partners, statutory and regulatory government authority. Your continued support is greatly valued, and we look forward to strengthening these relationships in the future.