Directors Report of TBO Tek Ltd.

Mar 31, 2025

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:

(INR Mn)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total income	6,183.66	5,600.82	17,993.05	14,210.46
Total expenditure	5,392.71	4,820.57	15,374.45	11,869.38
Profit/(Loss) before exceptional items and tax	790.95	780.25	2,618.60	2,341.08
Exceptional items - expense/(income)	11.09	148.04	(127.12)	71.96
Profit/ (Loss) before tax	779.86	632.21	2,745.72	2,269.12
Profit/ (Loss) after tax	568.23	471.78	2,298.91	2,005.73
Other comprehensive income	(11.61)	(5.26)	60.56	(32.07)
Total comprehensive income for the year	556.62	466.52	2,359.47	1,973.66

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.

In accordance with the provisions of Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and its subsidiaries, which form 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 I” to this Report. The statement also provide details of the performance and financial position of the subsidiary companies and their contribution to the overall performance of the Company.

The Board of Directors of the Company have approved a Policy for determining material subsidiaries in line with the SEBI Listing Regulations. The Policy is available on the Company''s website www.tbo.com/ engagement/investors.

Based on the audited consolidated financial statements of the Company for the financial year ended March 31, 2025, Tek Travels DMCC (“DMCC") and Jumbonline Accommodations & Services, S.L.U. (“Jumbo")

incorporated under the laws of the United Arab Emirates and Spain, respectively have been identified as material subsidiaries of the Company. Mr. Rahul Bhatnagar, an Independent Director of the Company, has been appointed to the Boards of both DMCC and Jumbo, in compliance with the SEBI Listing Regulations. The Company confirms its compliance with the provisions governing material subsidiaries.

The consolidated financial statements of DMCC and standalone financial statments of TBO Cargo Private Limited are available on the Company''s website at www. tbo. com/engagement/investors/.

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.

vii. There has been no deviation or variation in the utilization of proceeds raised through issuance of equity shares by way of Initial Public Offer(‘IPO'').

viii. The Company has not reduced its share capital or bought back shares.

ix. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.

x. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

xi. The Company was not required to transfer any amount to the Investor Education and Protection Fund under Section 125 of the Act.

xii. No application has been admitted by the NCLT under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any bank or financial institution.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and related Circulars issued by SEBI from time to time, the Company is providing the maiden Business Responsibility and Sustainability Report (‘BRSR'') on the environmental, social, and governance disclosures, including BRSR Core consisting of Key Performance Indicators as stipulated under the SEBI Listing Regulations in a separate section forming part of this Annual Report. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

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 and ability, confirms that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, 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, 2025, and of the profit of the Company for the year ended on that date.

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.

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Mar 31, 2024

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

(H in Million)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total income	5,600.82	4,868.27	14,154.76	10,857.71
Total expenditure	4,820.57	4,169.70	11,813.68	9,144.17
Profit/ (Loss) before share of profit/ (loss) of joint venture, tax and exceptional items	780.25	698.57	2,341.08	1,713.54
Share of profit/ (loss) of joint ventures	-	-	-	(0.49)
Exceptional items - expense/(income)	148.04	-	71.96	(28.90)
Profit/ (Loss) before tax	632.21	698.57	2,269.12	1,741.95
Profit/ (Loss) after tax	471.78	516.99	2,005.73	1,484.91
Other comprehensive income	(5.26)	(3.33)	(32.07)	45.37
Total comprehensive income for the year	466.52	513.66	1,973.66	1,530.28

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.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31,2024, your Company had following subsidiaries/joint venture:

S. No.	Name	Status (Subsidiary/ JV/ Associate Company)	Date of becoming Subsidiary/ JV/ Associate Company	Date of ceasing as Subsidiary/ JV/ Associate Company
1.	Tek Travels DMCC	Material Subsidiary	May 5, 2011	NA
2.	TBO Cargo Private Limited	Subsidiary	September 30, 2020	NA
3.	TBO Holidays Brasil Agencia De Viagens E Reservas Ltda.	Step-Down Subsidiary*	September 17, 2015	NA

S. No.	Name	Status (Subsidiary/ JV/ Associate Company)	Date of becoming Subsidiary/ JV/ Associate Company	Date of ceasing as Subsidiary/ JV/ Associate Company
4.	TBO Holidays Europe B.V.	Step-Down Subsidiary*	June 30, 2017	NA
5.	TBO Holidays HongKong Limited	Step-Down Subsidiary*	June 29, 2017	NA
6.	TBO Holidays Pte Ltd.	Step-Down Subsidiary*	July 13, 2018	NA
7.	TBO Holidays Malaysia Sdn. Bhd.**	Step-Down Subsidiary*	May 6, 2019	NA
8.	Travel Boutique Online S.A. De C.V.	Step-Down Subsidiary*	July 5, 2019	NA
9.	TBO Technology Services DMCC.	Step-Down Subsidiary*	January 26, 2020	NA
10.	TBO Technology Consulting Shanghai Co., Ltd.	Step-Down Subsidiary*	February 13, 2020	NA
11.	Tek Travels Arabia Company for Travel and Tourism	Step-Down Subsidiary*	January 21,2021	NA
12.	TBO LLC	Step-Down Subsidiary*	March 23, 2021	NA
13.	United Experts for Information Systems Technology Co. LLC#	Step-Down Subsidiary*	April 12, 2022	NA
14.	BookaBed AG	Step-Down Subsidiary*	April 01,2022	NA
15.	TBO Tek Ireland Limited	Step-Down Subsidiary*	October 13, 2022	NA
16.	Jumbonline Accommodations & Services, S.L.U	Step-Down Subsidiary*	December 18, 2023	NA
17.	ZamZam E-Travel Services DMCC	Joint Venture®	December 10, 2020	September 06, 2022
*100% subsidiary of Tek Travels DMCC **TBO Holidays Malaysia Sdn. Bhd is under the process of striking off. #Tek Travels DMCC held 70% stake in United Experts for Information Systems Technology Co. LLC and it acquired remaining 30% stake on February 25, 2024 thereby making United Experts for Information Systems Technology Co. LLC its wholly owned subsidiary. $On September 25, 2023, ZamZam E-Travel Services DMCC, a joint venture of TBO Technology Services DMCC, a subsidiary of Tek Travels DMCC, was approved to be dissolved by DMCC authority w.e.f. September 6, 2022.

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.

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 year ended March 31,2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted Policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy”) in compliance with Regulation 23 of the SEBI Listing Regulations. The RPT Policy is available on the Investor Relations section of the website of the Company at https://www.tbo.com/investors/Policies/ Policv%20on%20materialitv%20of%20related%20 party%20transactions%20and%20dealing%20with%20 related%20party%20transactions.pdf

All the transactions entered into by the Company with its related parties during the year were in ordinary course of business and on arm''s length basis. During the year under review, there were no material related party transaction or arrangement with related parties. 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 ended March 31,2024.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 and other applicable provisions of the SEBI Listing Regulations, a separate

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:

Particulars	For the financial year ended on 31st March 2024 (Amount in INR)	For the financial year ended on 31st March 2023 (Amount in INR)
Earnings in Foreign Currency	5,50,99,13,774	7,17,23,84,640
Outgo in Foreign Currency	9,93,17,14,689	7,09,68,46,556

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.