TBO Tek Ltd

Dear Members,

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.

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

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

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

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

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.

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 specialtycruiseandUmrahpackages.Underpinningthese 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 post-booking 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.

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 double-digit 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.

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 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.

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.

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 culture-enhancing our capabilities and competitive edge in a dynamic business environment.

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.

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.

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.

As on March 31, 2025, the Company has following subsidiaries.

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/.

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

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.

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

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/.

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, Whole-time 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.

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.

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.

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.

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.

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/.

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 III" to this Report. The detailed policy is also available on the website of the Company at www.tbo.com/ engagement/investors.

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.

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.

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.

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.

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 partofthisAnnualReportandisannexedas"AnnexureIV" 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.

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 half-yearly 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.

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

The Company is committed to contributing meaningfully to community development by creating long-term value for all stakeholders and enhancing socio-economic well-being. 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.

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.

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.

During the year ended March 31, 2025, 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.

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.

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.

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.

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.

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.

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/.

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.

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.

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.

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.

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.

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.

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.

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.