TBO Tek Ltd Directors Report

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 Auditors 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 COMPANYS 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 Companys 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 Companys participation in travel-linked loyalty solutions. The ancillary business also continued to scale during the year, supporting the Companys 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 Companys 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 Companys relevance in aggregating unique supply aligning its demand profile.

Inorganic Growth

Value-accretive acquisitions remain an important part of the Companys 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 Companys 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 TBOs 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, Companys global workforce comprised 2,600+ associates across corporate functions, technology, operations, and commercial teams, supporting the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 arms 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 Companys 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 Auditors 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 Companys 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 Companys 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 Companys 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 managements 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 Companys 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 IVto 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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.