TBO Tek Ltd

Dear Members,

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)

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 Espa?a, 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 of Regulation 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%20policy. 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 CompanystandsatH10,85,87,787dividedinto10,85,87,787 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:

*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 financialyear 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.

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/Policy%20on%20diversity%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/Policy%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 2023-2024 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.

Statutory 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 long-term 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:

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 athttps://www.tbo.com/investors/Policies/ Policy%20on%20materiality%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 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

TRANSFEROFAMOUNT/SHARESTOINVESTOR 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.