Dear Members,
The Board of Directors ('the Board') of your Company takes pleasure in
presenting the Twentieth (20th) Annual Report of TBO Tek Limited ('Company'), on the
business and operations of the Company together with Audited Standalone & Consolidated
Financial Statements and the Auditor's Report thereon for the financial year ended March
31, 2026 ('FY 2026') in compliance with the applicable provisions of the Companies Act,
2013 ('the Act') and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations').
FINANCIAL HIGHLIGHTS
A summary of the financial performance of the Company in FY 2026 is
detailed below:
| Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2026 |
Year ended March 31, 2025 |
Year ended March 31, 2026 |
Year ended March 31, 2025 |
| Total income |
6,446.29 |
6,183.66 |
27,287.08 |
17,993.05 |
| Total expenditure |
5,673.33 |
5,392.71 |
24,378.17 |
15,374.45 |
| Profit/ (Loss) before exceptional items and tax |
772.96 |
790.95 |
2,908.91 |
2,618.60 |
| Exceptional items (net) - expense/(income) |
15.78 |
11.09 |
(24.19) |
(127.12) |
| Profit/ (Loss) before tax |
757.18 |
779.86 |
2,933.10 |
2,745.72 |
| Profit/ (Loss) after tax |
564.83 |
568.23 |
2,443.06 |
2,298.91 |
| Other comprehensive income |
(1.80) |
(11.61) |
887.16 |
60.56 |
| Total comprehensive income for the year |
563.03 |
556.62 |
3,330.22 |
2,359.47 |
STATE OF COMPANY'S AFFAIRS Overview of Operations
During the FY 2026, the Company continued to strengthen its position as
a global B2B travel distribution platform connecting a fragmented ecosystem of travel
buyers and suppliers through a unified technology, payments, credit and service layer.
During the year, the Company further expanded its global demand and supply footprint and
strengthened its positioning in premium and assisted travel through expansion of curated
luxury supply, development of connected journey capabilities, and the acquisition of
Classic Vacations in the United States.
Business Performance
During FY 2026, the Company maintained business momentum despite macro
disruptions across parts of the global travel market. The business remained supported by
its geographically diversified demand with Europe continuing as a key source market, Asia
Pacific and the United Kingdom & Ireland delivering strong momentum, and India showing
recovery over the course of the year after disruptions in the earlier part of the year.
The increasing business spread across geographies helped create a more balanced demand
profile, significantly mitigating the risk from local and regional disruptions.
The business mix continued to shift towards higher- margin categories.
Hotels and Ancillaries increased their saliency in overall platform activity and gross
profit contribution during the year. The Company entered 18 new countries with
feet-on-street as well as increased its source market footprint. The international
transacting agent base grew by 35% year-on-year, Monthly Active Agencies crossed 12,000
for the first time, and around 8,900 new agencies transacted for the first time during the
year. Newly onboarded agents contributed over USD 200 million to the growth. Direct supply
share increased to 35% in FY 2026 from 33.9% in the FY 2025.
Strategic Initiatives
During FY 2026, the Company continued to execute its strategic
priorities: expanding platform activity, bolstering supply, diversifying revenue streams
and improving operating leverage through technology- enabled workflows. On the demand
side, the Company scaled its buyer ecosystem through geographic expansion, deeper market
penetration and improving commercial productivity. The productivity of our Key Account
Managers increased by 43% year-on-year on a GTV basis. This reflected improvement in the
efficiency and maturity of the Company's commercial engine.
The Company also continued to diversify revenue streams through newer
business lines and product extensions. During the year, it conceptualized and built Voya -
an intelligent luxury itinerary creator, expanded TBO Academy, scaled Loyalty Channel
Vertical Solutions, and continued to build its ancillary business under the Connected
Trips vision. The loyalty business added new partnerships during FY 2026 and further
strengthened the Company's participation in travel-linked loyalty solutions. The ancillary
business also continued to scale during the year, supporting the Company's efforts to
expand share of wallet and strengthen participation across connected travel journeys.
On the supply side, the Company focused on increasing direct
contracting, improving supply quality, and deepening engagement with strategically
important hotel partners. The Company's Platinum Collection program sustained strong
momentum, expanding its hotel network while achieving above-average GTV growth for the
participating hotel properties. The directly contracted hotel base also increased further,
strengthening the Company's relevance in aggregating unique supply aligning its demand
profile.
Inorganic Growth
Value-accretive acquisitions remain an important part of the Company's
long-term growth strategy. Over time, the Company has developed an acquisition framework
across sourcing, evaluating, integrating and scaling businesses in different markets and
segments. This framework has evolved through prior transactions such as Island Hopper,
Gemini Tours & Travels, BookaBed and Jumbonline.
A significant development during the year was the acquisition of
Classic Vacations, a U.S.-based luxury travel platform focused on premium leisure travel.
The acquisition strengthens the Company's presence in the U.S. luxury travel advisor
market and aligns with its focus on premium, complex and assisted travel. Classic
Vacations serves a network of more than 10,000 travel advisors and has direct contracts
with more than 1,500 luxury hotel properties across key leisure destinations such as
Hawaii, Mexico, the Caribbean Islands and parts of Europe.
Technology and Operations
Technology and operational efficiency remained an important area of
focus in FY 2026. During the year, the Company embedded AI and intelligent automation
across multiple parts of the platform and operating model. This included AI-driven smart
search and recommendation systems, as well as machine learning and NLP-led systems across
customer servicing and supplier management workflows.
During the year, approximately 72% of supplier- initiated tickets, 33%
of customer-initiated tickets, and 72% of system-generated tickets were resolved through
automated workflows. The Company also established a dedicated AI Centre of Excellence to
drive a structured and scalable adoption framework across the organisation. In addition,
the Company continued to strengthen internally built workflow capabilities through
platforms such as Voya and Epicenter (a customized in-house sales CRM).
People & Culture
Our people remain at the heart of TBO's growth and success. During the
year, the Company continued to invest in strengthening leadership capabilities, building
future-ready talent, and fostering a culture of learning, collaboration, and well-being.
Focused initiatives across leadership development, employee wellness, and engagement
reinforced our commitment to creating a high-performing and inclusive workplace.
At the end of FY 2026, Company's global workforce comprised 2,600+
associates across corporate functions, technology, operations, and commercial teams,
supporting the Company's expanding global footprint and long-term growth ambitions.
CHANGE OF REGISTERED OFFICE
During the period, the Company shifted its registered office from E-78,
South Extension Part-I, New Delhi - 110049 to Unit No. 501, 5th Floor, Worldmark-4, Asset
Area No. LP-IB-04, Aerocity, Near Indira Gandhi International Airport, New Delhi - 110037
with effect from March 1, 2026 in accordance with the applicable provisions of the Act.
SHARE CAPITAL Authorized Share Capital
As on March 31,2026, the authorised share capital of the Company was
INR 200 Mn divided into 20,00,00,000 equity shares of INR 1/- each. During the year under
review, there was no change in the authorised share capital of the Company.
Issued, Subscribed & Paid-Up Share Capital
As on March 31, 2026, the issued, subscribed and paid- up equity share
capital of the Company stands at INR 108.59 Mn divided into 10,85,87,787 equity shares of
INR 1 /- each
Further, during the period under review, your Company has not bought
back any of its securities / has not issued any Sweat Equity Shares / has not issued any
Bonus Shares/ has not issued shares with Differential Voting rights and there has been no
change in the voting rights of the shareholders of the Company.
DIVIDEND
During FY 2026, the Board has not recommended any dividend. However,
pursuant to Regulation 43A of the Listing Regulations, the Company has Dividend
Distribution Policy ('Policy') which specifies the financial parameters, internal and
external factors that are to be considered by the Board while declaring a dividend. The
Policy as approved by the Board is available on the Company's website at
https://www.tbo.com/engagement/ investors/#CorporateGovernance/#PoliciesCode.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
As on March 31, 2026, the Company has Two (2) wholly- owned Subsidiary
Company(s) and twenty (20) Step- Down Subsidiary Company(s):
Wholly-owned Subsidiary Company(s):
1. Tek Travels DMCC
2. TBO Cargo Private Limited
Step- Down subsidiary Company(s):
1. TBO Holidays Brasil Agencia De Viagens E Reservas Ltd*
2. TBO Holidays Europe B.V. *
3. TBO Holidays HongKong Limited*
4. TBO Holidays Pte Ltd. *
5. Travel Boutique Online S.A. De C.V. *
6. TBO Technology Services DMCC*
7. TBO Technology Consulting Shanghai Co., Ltd. *
8. Tek Travels Arabia Company for Travel and Tourism (under
liquidation) *
9. TBO LLC*
10. United Experts for Information Systems Technology Co. LLC*
11. BookaBed AG*
12. TBO Tek Ireland Limited*
13. Jumbonline Accommodations & Services, S.L.U*
14. TBO Jumbonline Canarias, S.L.U**
15. TBO Tek Australia Pty Ltd*
16. PT TBO Tek Indonesia*
17. TBO Tek Greece Single Member Private Company*
18. TBO Tek Israel Ltd. *
19. TBO Tek SP Z.O.O*
20. Classic Vacations, LLC ***
* 100% subsidiary of Tek Travels DMCC
** 100% subsidiary of Jumbonline Accommodations & Services, S.L.U
*** 100% subsidiary of TBO LLC
In terms of Regulation 16(1)(c) of the Listing Regulations, the Company
has three (3) material subsidiaries as on March 31, 2026:
• Tek Travels DMCC ('DMCC'), incorporated in the United Arab
Emirates
• Jumbonline Accommodations & Services, S.L.U. ('Jumbo')
incorporated in Spain
• Classic Vacations, LLC ('CV'), incorporated in USA
In compliance with the applicable provisions of the Act, a statement in
Form AOC-1, containing the salient features of the financial statements of the subsidiary
companies, is annexed as 'Annexure I' to this Report. The statement also provides
details of the performance and financial position of the subsidiary companies and their
contribution to the overall performance of the Company. Pursuant to the provisions of
Section 136 of the Act, the financial statements of subsidiaries are available on the
Company's website at https://www. tbo.com/engagement/investors/.
TRANSFER TO RESERVES
During FY 2026, no amount has been transferred to any reserve.
EMPLOYEES STOCK OPTION PLAN (ESOP)
To retain, promote and motivate the best talent in the Company and to
develop a sense of ownership among employees, the Company has instituted an TBO Employees
Stock Option Scheme, 2021('ESOP Scheme') with the approval of Shareholders of the Company.
The said scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ('ESOP Regulations'). The Nomination and Remuneration Committee
and TBO Employees Benefit Trust ('ESOP Trust') monitors the Company's ESOP scheme. During
FY 2026 there has been no material changes in the ESOP Scheme of the Company. The
disclosure in compliance with ESOP Regulations as on March 31, 2026, can be accessed on
the website of the Company at https://www.tbo.com/ engagement/investors/#Shares/#ESOPs.
The Certificate from M/s. NKJ & Associates, Company Secretaries,
Secretarial Auditors, of the Company, certifying that the ESOP Scheme, is implemented in
accordance with the ESOP Regulations will be available for inspection by the members in
electronic mode during the Annual General Meeting ('AGM').
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company's Board of Directors comprises an optimum blend of
Executive and Non-Executive Directors including Women Independent Director. The Chairman
of the Board is a Non-Executive Independent Director. The composition of the Board is in
conformity with Regulation 17 of the Listing Regulations and the relevant provisions of
the Act.
The Board comprises of individual members possessing the required
skill/expertise/competencies in Business Management & Corporate Strategy, Corporate
Governance, Risk Management and Corporate Social Responsibility, which enable them to
contribute effectively to the Company in their capacity as Directors of the Company.
Directors Liable to Retire by Rotation
In accordance with the provisions of the Act, not less than 2/3rd
(Two-third) of the total number of Directors (other than Independent Directors) shall be
liable to retire by rotation. Accordingly, in terms of Articles of Association of the
Company and provisions of Section 152 of the Act, Mr. Ankush Nijhawan (DIN:01112570) is
liable to retire by rotation at the ensuing Twentieth ('20') AGM and being eligible, offer
himself for re-appointment. The Board of Directors, on the recommendation of Nomination
and Remuneration Committee ('NRC') recommends his re-appointment to the Shareholders at
the ensuing AGM.
Key Managerial Personnel (‘KMPs')
Pursuant to the provisions of Section 203 of the Act, as on March 31,
2026, Mr. Ankush Nijhawan, Joint Managing Director, Mr. Gaurav Bhatnagar, Joint Managing
Director, Mr. Akshat Verma Whole-time Director & CTO, Mr. Vikas Jain, Chief Financial
Officer and Ms. Neera Chandak, Company Secretary and Compliance Officer of the Company are
the KMPs of your Company. Further, there was no change in the KMPs of the Company during
FY 2026.
Re-appointment of Non-Executive Independent Directors
The Board on the recommendation of the NRC and in accordance with the
provisions of the Act and the Listing Regulations, approved the re-appointment of
following as a Non-Executive Independent Director for second consecutive (2nd ) term,
subject to members approval by way of a special resolution at the ensuing AGM:
• Mr. Ravindra Dhariwal (DIN: 00003922) from
November 24, 2026 to September 10, 2027;
• Mr. Rahul Bhatnagar (DIN:07268064) from
November 24, 2026 till November 23, 2031;
• Ms. Anuranjita Kumar (DIN: 05283847) from
November 24, 2026 till November 23, 2031; and
• Mr. Bhaskar Pramanik (DIN: 00316650) from
November 24, 2026 till November 23, 2027.
Further, pursuant to Regulation 17(1A) of Listing Regulations,
appointment/continuation of any director who has attained the age of seventy-five (75)
years requires prior approval of members by way of a special resolution.
Accordingly, the re-appointment of Mr. Bhaskar Pramanik (DIN:
00316650), who has attained the age of seventy-five (75) years shall also be subject to
the approval of the members by way of a Special Resolution at the ensuing AGM.
In the opinion of the Board, all the directors fulfill the conditions
specified in the Act and Listing Regulations. Further, the Company has received requisite
disclosures/declarations and notice under section 160 of the Act proposing re-appointment
of the abovementioned directors of the Company.
Brief profile, nature of expertise, details of directorship held in
other companies, Chairmanships/ memberships of Board Committees , shareholding in the
Company held by the Directors and relationship with Directors inter-se and other details
as stipulated under Regulation 36(3) of the Listing Regulations, as amended read with the
provisions of the Secretarial Standard on General Meetings issued by the Institute of
Company Secretaries of India ('SS-2') relating to the Directors proposed to be
re-appointed at the AGM is annexed to the notice convening the ensuing AGM.
Declaration of Independent Directors of the Company
Pursuant to Section 149(7) of the Act, read with Rule 6(3) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has
received declarations from all the Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed under the said provisions and
Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the
Listing Regulations, the Independent Directors have confirmed that they are not aware of
any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence and that they are independent of the
Management. The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct and that they are registered on the databank of Independent
Directors maintained by the Indian Institute of Corporate Affairs. The Directors have
further confirmed that they are not debarred from holding the office of Director under any
SEBI order or any other such authority. The Board of the Company have taken on record the
aforesaid declaration and confirmation submitted by the Independent Directors. Pursuant to
Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014, in the
opinion of the Board, all the Independent Directors, possess the requisite qualifications,
experience, expertise, proficiency and hold high standards of integrity.
Annual Board Evaluation and Familiarization Programme for the Board
Members including Independent Directors
The Company has adopted a structured induction programme for
orientation and training of Directors at the time of their joining. A note on the
familiarization programme for the Board Members including Independent Directors is
provided in the Corporate Governance Report, which forms part of this Annual Report. The
NRC has put in place a robust framework for evaluation of the Board, Committees of the
Board and Individual Directors, including the Independent Directors and the Chairman. For
the year under review, the performance evaluation exercise was conducted with the
assistance of an external agency engaged by the Company. As part of the process,
structured questionnaires were circulated to the Directors for their feedback and
responses, and detailed one-on-one interactions were also conducted by the Independent
external expert onboarded for this process with the Directors. The findings and
recommendations emerging from the evaluation process were subsequently deliberated upon by
the NRC & Board and suitably considered to further strengthen the overall
effectiveness of the Board and its Committees.
MEETINGS OF BOARD OF DIRECTORS
The Board is responsible for and committed to sound principles of
Corporate Governance in your Company.
The Board met eight (8) times during FY 2026 i.e. on May 21, 2025, May
22, 2025, August 04, 2025, September 02, 2025, November 03, 2025, January 29, 2026,
February 11, 2026 and March 24, 2026.
The details regarding composition, number of Board meetings held, and
attendance of the Directors during FY 2026 are set out in the Corporate Governance Report
which forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy ('NRC Policy') has been
developed in accordance with Section 178 of the Act and Regulation 19 of the Listing
Regulations. It establishes a structured framework for the nomination, evaluation, and
remuneration of the Company's Directors, Key Managerial Personnel and Senior Management.
The core objective of the NRC Policy is to attract, retain, and reward most qualified and
skilled talent capable of driving long-term growth and success of the Company.
During FY 2026, there were no changes made to the NRC Policy. The NRC
Policy can be accessed at https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode. The salient features of the Policy have been
disclosed in the Corporate Governance Report which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL
The information required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report and is annexed as 'Annexure II'. As per second
proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and
financial statements are being sent to the members of the Company excluding the statement
of particulars of employees under said rules. However, these are available for inspection
during business hours up to the date of the ensuing AGM at the registered office of the
Company. Any member interested in obtaining a copy of the said statement may write to the
Company Secretary & Compliance Officer of the Company at corporatesecretarial@tbo.com.
LOANS, GUARANTEES AND INVESTMENTS
The loans given and investments made by the Company during FY 2026,
were in accordance with the provisions of Section 179 and 186 of the Act. Further, details
of investments made and loans given by the Company are provided in Note no. 6 and 12
respectively of the standalone financial statements of the Company for the year ended
March 31, 2026.
RELATED PARTY TRANSACTIONS
All arrangements / transactions entered by the Company with its related
parties during the year were in the ordinary course of business and on an arm's length
basis. The Board had laid down the criteria for granting omnibus approval by the Audit
Committee for the transactions which are repetitive in nature, in line with the Company's
Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions('RPT Policy'). The RPT policy was last amended on May 28, 2026.
During FY 2026, the Company had not entered into any materially
significant transaction as defined in the RPT Policy with related parties viz. promoters,
directors, their relatives or the management, subsidiaries etc. that may have potential
conflict with the interests of the Company at large. Accordingly, the disclosure of
Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not
applicable. For details on Related Party Transactions, you may refer Notes to standalone
financial statements for FY 2026.
The RPT Policy of the Company can be accessed at
https://www.tbo.com/engagement/ investors/#CorporateGovernance/#PoliciesCode
AUDITORS
Statutory Auditors & their Report
In accordance with provisions stipulated under Sections 139 & 142
of the Act read with Companies (Audit and Auditors) Rules, 2014. The members of the
Company in their AGM held on August 23, 2024 appointed M/s. S.R. Batliboi & Co. LLP
(Firm Registration no: 301003E/ E300005), Chartered Accountants as Statutory Auditors of
the Company for a term of five (5) consecutive years to hold office upto the conclusion of
the 23rd AGM to be held in the year 2029 on such remuneration as recommended by the Board
and Audit Committee and as may be mutually agreed to upon between the Board and the
auditor from time to time. The Auditors' Report does not contain any qualification,
reservation or adverse remark on the financial statements of the Company except an
'emphasis of matter' as provided in the Auditors' Report on Standalone and Consolidated
Financial Statements, forming part of this Annual Report for the financial year ended
March 31, 2026. The notes on financial statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
During FY 2026, the Statutory Auditors have not reported any matter of
fraud under Section 143 (12) of the Act, therefore no disclosure is required under Section
134(3)(ca) of the Act.
Secretarial Auditor & their Report
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations, The members of the Company in their AGM held on
August 08, 2025, appointed M/s. NKJ & Associates, Company Secretaries, Peer Reviewed
Firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term
of five (5) consecutive years to hold office till the conclusion of AGM to be held in the
Year 2030. They have also confirmed that they are not disqualified from continuing as
Secretarial Auditors of the Company in terms of provisions of the Act & Rules made
thereunder and Listing Regulations.
The Secretarial Audit Report for the FY 2026 does not contain any
qualification, reservation or adverse remark except an 'emphasis of matter' as provided in
the Secretarial Audit Report and the same is attached to this report as 'Annexure-III'.
During the FY 2026, the Secretarial Auditors have not reported any
matter of fraud under Section 143 (12) of the Act, therefore no disclosure is required
under Section 134(3)(ca) of the Act.
BOARD COMMITTEES
The Company has several Board Committees which have been established as
part of the best corporate governance practices and are in compliance with the
requirements of the relevant provisions of applicable laws and statutes. As on March 31,
2026, the Board has 6 (six) main Committees, namely:
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility (CSR) Committee
• Stakeholders' Relationship Committee
• Risk Management Committee
• Innovation Committee
The details with respect to the composition, powers, roles, terms of
reference, number of meetings held etc. of the Committees during FY 2026 and attendance of
the members at each Committee meetings are provided in the Corporate Governance Report,
which forms part of this Annual Report.
All the recommendations made by the Committees of the Board including
the Audit & Risk Management Committee were accepted by the Board.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to Section 177 of the Act and Regulation 22 of the Listing
Regulations, the Company has established a Whistle Blower Policy ('Policy') to provide a
vigil mechanism for Directors and employees to report genuine concerns relating to
unethical behaviour, actual or suspected fraud, or violation of the Company's code of
conduct and policies. The Policy also provides adequate safeguards against victimization
of persons who avail of the mechanism and ensures direct access to the Chairman of the
Audit Committee in appropriate or exceptional cases.
The said policy has been appropriately communicated to the employees
within the organisation and can be accessed at https://www.tbo.com/engagement/
investors/#CorporateGovernance/#PoliciesCode.
During FY 2026, no personnel have been denied access to the Chairman of
the Audit Committee. Further, there were two (2) complaints reported during the year and
resolved internally to the satisfaction.
RISK MANAGEMENT COMMITTEE/POLICY
The Company has a comprehensive Enterprise Risk Management (ERM)
framework that encompasses the identification and management of various risks. These
include risks associated with Technology, Information & cybersecurity, Environmental
and other operational risks. The risk management process is integrated throughout the
organization and is designed to identify, assess, and respond to threats that may hinder
the achievement of business objectives. It is embedded within all key functions and aligns
closely with the Company's goals and strategies. Significant risks identified by various
business functions are consistently addressed through appropriate mitigation measure.
In line with the Regulation 21 of the Listing Regulations, your Company
has formed a Risk Management Committee to monitor the risks and mitigation plans &
actions. The details of Risk Management Committee are provided in the Corporate Governance
Report. Your Company has also adopted Risk Assessment and Management Policy ('Policy').
The policy is available on the website of the Company and can be accessed at:
https://www.tbo.com/engagement/ investors/#CorporateGovernance/#PoliciesCode.
In the opinion of the Board, there are no risks that may threaten the
existence of your Company.
INTERNAL FINANCIAL CONTROL
The Company has established adequate Internal Financial Controls
commensurate with the nature, size and complexity of its business. These controls are
designed to ensure the orderly and efficient conduct of business, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records, and the timely preparation of reliable financial information.
The effectiveness of the internal control framework is periodically
evaluated through a risk-based internal audit programme. The adequacy and operating
effectiveness of the Company's Internal Financial Controls over Financial Reporting are
independently assessed by the Statutory Auditors in accordance with the applicable
provisions of the Companies Act, 2013. Significant audit observations and the status of
management's corrective actions are reviewed by the Audit Committee under the oversight of
the Board.
Based on such reviews, the Board is of the opinion that the Company has
adequate Internal Financial Controls that are operating effectively.
Internal Auditors
Your Company had appointed M/s. Grant Thornton Bharat LLP, Chartered
Accountants as Internal Auditors for FY 2026, which reviewed and monitored the processes
and controls to ensure compliance with internal policies. The Internal Auditors presents
half-yearly and annual audit reports to the Audit Committee.
The Board in its meeting dated May 28, 2026 has reappointed M/s. Grant
Thornton Bharat LLP, Chartered Accountants, as the internal auditors of the Company for FY
2027.
During FY 2026, the Internal Auditors has not reported any matter of
fraud under Section 143 (12) of the Act, therefore no disclosure is required under Section
134(3) (ca) of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the Listing
Regulations, Management Discussion and Analysis Report for FY 2026 forms part of this
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (‘CSR')
Your Company strongly believes in its CSR being an integral part of its
business philosophy and our commitment to the well-being of communities and society
through our various initiatives. Your Company has been constantly working towards
promoting the welfare of the communities and aspire to add value to the communities in
which we operate through our efforts. Your Company invests in the areas of education,
welfare of helpless and oppressed people of society, inclusion and livelihood through
non-profits and social enterprises. Your Company's constant endeavour has been to support
initiatives in the chosen focus areas of CSR.
Your Company has a duly constituted CSR Committee, which is responsible
for fulfilling the CSR objectives of your Company. The composition of CSR Committee is as
stated in the Corporate Governance Report which forms part of this Annual Report.
The Board of Directors have adopted a CSR policy which is in line with
the provisions of the Act. The CSR Policy of your Company lays down the philosophy and
approach of your Company towards its CSR commitment. The CSR Policy was last amended on
May 22, 2025. The CSR Policy is available on the website of the Company and can be
accessed at https://www.tbo.com/engagement/ investors/#CorporateGovernance/#PoliciesCode.
The Annual Report on Corporate Social Responsibility Activities of your
Company is annexed as ‘Annexure IV'to this report.
CORPORATE GOVERNANCE REPORT
The Company takes pride in its Corporate Governance structure and
strives to maintain the highest possible standards. A detailed report on the Corporate
Governance code and practices of the Company along with a certificate from the auditors of
the Company regarding compliance with the conditions of Corporate Governance as stipulated
under Regulation 34 of Listing Regulations forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In accordance with Regulation 34(2)(f) of the Listing Regulations,
Business Responsibility and Sustainability Report ('BRSR') covering disclosures on
Company's performance on ESG (Environment, Social and Governance) parameters for FY 2026,
along with BRSR Limited assurance statement provided by M/s S.R. Batliboi & Co. LLP,
Statutory Auditors, forms part of this Annual Report. BRSR includes details on performance
against the nine (9) principles of the National Guidelines on Responsible Business Conduct
and a report under each principle, which is divided into essential and leadership
indicators.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed towards promoting the work environment that
ensures every employee is treated with dignity and respect and afforded equitable
treatment irrespective of their gender, race, social class, caste, creed, religion, place
of origin, sexual orientation, disability or economic status. Pursuant to the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ('POSH Act'), the Company has adopted a Policy on prevention of Sexual
Harassment at Workplace available on website of the company and can be accessed at
https://www.tbo.com/engagement/ investors/#CorporateGovernance/#PoliciesCode. Periodic
sessions were also conducted to apprise employees and build awareness on the subject
matter. The Company's key focus is to create a safe, respectful and inclusive workplace
which fosters professional growth for each employee.
In accordance with applicable provisions of the POSH, Act and the Rules
framed thereunder, the Company has constituted an Internal Complaints Committee ('ICC') to
address complaints relating to sexual harassment at the workplace. The ICC convenes
meetings as and when required to deliberate on matters relating to the POSH framework and
to ensure that complaints are reported, reviewed, and addressed in a fair and consistent
manner across the organization. The details with respect to the such complaints and its
status thereto, is as under:
| Particulars |
No. of Complaints |
| i. Complaints filed during the financial year |
1 |
| ii. Complaints disposed off during the financial year |
Nil |
| iii. Complaints pending as on end of the financial year |
1* |
* The complaint was received on March 30, 2026. The ICC has completed
its review in accordance with the Company's policy, and the matter stood concluded as on
the date of this Report
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company has extended an Equal Parental Leave to both male and
female employees, in compliance to the Maternity Benefit Act 1961. This reflects our
belief in shared parenting and our commitment to creating an inclusive workplace. To
further assist, working parents, we have tie-ups with Day-care Facilities with policies
around reimbursement of related expenses, ensuring peace of mind and a better work life
balance. Beyond leave, we also support employees through access to mental wellness
programs, professional counseling, and structured return-to-work programs that ease the
transition back to their roles with confidence.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on Conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as 'Annexure-V' to
this Report.
ANNUAL RETURN
Pursuant to the provisions of Section 92 and 134(3)
(a) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the draft Annual Return having all the relevant information
of the Company as on March 31, 2026 is available on the website of the Company and can be
accessed at https://www.tbo.com/engagement/ investors/#FinancialReporting/#AnnualReport
COMPLIANCE OF THE SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards on
Meetings of the Board of Directors and on General Meetings issued by the Institute of
Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, based on
representations received from the Management, and the processes involving the Company's
statutory and internal audit functions, and to the best of its knowledge, ability, and due
inquiry, confirms that:
a) In the preparation of the annual accounts for the financial year
ended March 31,2026, the applicable accounting standards have been followed and there are
no material departures from the same.
b) Applicable accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at the end of financial year
ended March 31, 2026, and of the profit of the Company for the year ended on that date.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) The Directors have prepared annual accounts of the Company for the
financial year ended March 31, 2026, on a going concern basis.
e) Internal financial controls are followed by the Company and such
internal financial controls are adequate and are operating effectively; and
f) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
GENERAL DISCLOSURES
During FY 2026, there were no transaction requiring disclosure or
reporting in respect of matters relating to:
a) Deposits covered under Chapter V of the Act. The Company had no
outstanding, unpaid or unclaimed public deposits during the FY 2026;
b) Maintenance of cost records under sub-section (1) of Section 148 of
the Act is not applicable to the Company;
c) No significant and material orders passed by the Regulators/
Courts/Tribunals which impact the going concern status and Company's operations in future;
d) No change in the nature of the business of the Company;
e) No deviation or variation in the utilization of proceeds raised
through issuance of equity shares by way of Initial Public Offer('IPO')
f) No application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016;
g) No instance of any one-time settlement with any Banks or Financial
Institutions and accordingly no disclosure required relating to details of difference
between amount of the valuation done at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons
thereof.
h) The Company did not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees; and
i) Mr. Gaurav Bhatnagar, Joint Managing Director is also drawing
remuneration, in his capacity as a non-executive director of Tek Travels DMCC, wholly
owned Material Subsidiary
There have been no material changes and commitment, affecting the
financial position of the Company which occurred between the end of FY 2026 till the date
of this Report.
ACKNOWLEDGEMENTS
Your Directors extend their sincere appreciation to all employees of
the Company for their unwavering dedication, valuable contributions and consistent efforts
across all levels. Their commitment has been instrumental in driving the Company's growth
and resilience. We also convey our heartfelt gratitude to our customers, investors,
bankers, vendors, business partners, and the various statutory and regulatory authorities
for their continued trust and support. These enduring relationships form the foundation of
our sustained success, and we look forward to further strengthening these partnerships in
the years ahead.