Travel Food Services Ltd Auditor Reports

REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION

The Board of Directors

Travel Food Services Limited (Formerly known as Travel Food Services Private Limited)

Block-A, South Wing, 1st Floor, Shiv Sagar Estate Dr. Annie Besant Road, Worli Mumbai 400 018, Maharashtra, India

Dear Sirs

1. We B S R & Co. LLP, Chartered Accountants ("we" or "us" or "B S R") have examined the attached Restated Consolidated Financial Information of Travel Food Services Limited (formerly known as Travel Food Services Private Limited) (the "Company" or the "Holding Company") and its subsidiaries (the Company and its subsidiaries together referred to as "the Group"), its associates and joint venture, comprising the restated consolidated statement of assets and liabilities as at 30 June 2024, 31 March 2024, 31 March 2023, and 31 March 2022, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the three months period ended 30 June 2024 and for the years ended 31 March 2024, 31 March 2023, 31 March 2022, the material accounting policies, and explanatory notes (collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 7 December 2024 for the purpose of inclusion in the Draft Red Herring Prospectas ("DRHP") prepared by the Company in connection with its proposed initial public offer of equity shares of face value of Rupee 1 each comprising an offer for sale of equity shares held by a selling shareholder (the "Proposed Offer"), prepared in terms of the requirements of:

(a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations");

(c) The Guidance Note on Reports in Company Prospectases (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI") (the "Guidance Note") and

(d) E-mail dated 28 October 2021 from Securities and Exchange Board of India ("SEBI") to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide consolidated financial statements prepared in accordance with Indian Accounting Standards (Ind-AS) for all the three years and stub period (hereinafter referred to as the "the SEBI e-mail").

2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with SEBI, BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", together with BSE referred to "Stock Exchange"), where the equity shares of the Company are proposed to be listed in connection with the Proposed Offer. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 2A(I) and 2A(II) to the Restated Consolidated Financial Information.

The respective Board of Directors of the companies included in the Group and the respective Board of Directors of its associates and joint venture responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Group, its associates and joint venture complies with the Act, the ICDR Regulations, the Guidance Note and the SEBI e-mail.

3. We have examined such Restated Consolidated Financial Information taking into consideration:

(a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 25 November 2024 in connection with the Proposed Offer;

(b) The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

(c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

(d) The requirements of Section 26 of the Act, the ICDR Regulations and the SEBI e-mail.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations, the Guidance Note and the SEBI e-mail in connection with the Proposed Offer.

4. These Restated Consolidated Financial Information have been compiled by the management from:

(a) Audited special purpose interim consolidated financial statements of the Group, its associates and joint venture as at and for the three months period ended 30 June 2024 prepared in accordance with the basis of preparation as stated in note 2A to the special purpose interim consolidated financial statements, which have been approved by the Board of Directors at their meeting held on 7 December 2024;

(b) Audited consolidated financial statements of the Group, its associates and joint venture as at and for the year ended 31 March 2024 prepared in accordance with Indian Accounting Standards (‘Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their Board meeting held on 30 September 2024;

(c) Audited special purpose Ind AS consolidated financial statements of the Group, its associates and joint venture as at and for the years ended 31 March 2023 and 31 March 2022, which were prepared by the Company in response to the requirements of the SEBI e-mail and were approved by the Board of Directors at their Board meeting held on 7 December 2024. These audited special purpose Ind AS consolidated financial statements are prepared in accordance with basis of preparation as referred to Note 2A of the audited special purpose Ind AS consolidated financial statements for the years ended 31 March 2023 and 31 March 2022. The audited special purpose Ind AS consolidated financial statements for the year ended 31 March 2023 have been prepared after making suitable adjustments to the accounting heads from their consolidated financial statements prepared in accordance with the accounting standards notified under the Section 133 of the Act, read together with Rule 3(2) of the Companies (Indian Accounting Standards) Rules, 2015 ("Indian GAAP") values following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 for the transition date of 1 April 2022 and as per the presentation, accounting policies and grouping/classifications followed as at and for the three-months period ended 30 June 2024. Similarly, the audited special purpose Ind AS consolidated financial statements for the year ended 31 March 2022 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 consistent with that used at the date of transition to Ind AS (1 April 2022) and as per the presentation, accounting policies and grouping/classifications followed as at and for the three- months period ended 30 June 2024.

5. For the purpose of our examination, we have relied on:

(a) Auditors report issued by us dated 7 December 2024 on the special purpose interim consolidated financial statements of the Group, its associates and joint venture as at and for the three months period ended 30 June 2024 as referred in Paragraph 4 (a) above.

(b) Auditors report issued by us dated 30 September 2024 on the consolidated financial statements of the Group, its associates and joint venture as at and for the year ended 31 March 2024 as referred in Paragraph 4 (b) above. The auditors report on the consolidated financial statements of the Group, its associates and joint venture as at and for the year ended 31 March 2024 included the following Emphasis of Matter paragraph (as referred in Part B of Annexure VI of the Restated Consolidated Financial Information):

We draw attention to Note 53 to the audited Consolidated financial statements (Note 53 to the Restated Consolidated Financial Information) which describes the overall accounting for the composite scheme of arrangement and amalgamation between BLR Lounge Services Private Limited, Travel Food Services Chennai Private Limited, Travel Food Services Kolkata Private Limited with the Holding Company (‘Scheme). The Scheme has been approved by the National Company Law Tribunal (‘NCLT) vide its order dated 28 August 2024 with appointed date of 1 April 2022 and a certified copy of the Scheme has been filed by the Holding Company with the Registrar of Companies, Maharashtra on 13 September 2024. We further draw attention to the fact that in accordance with the Scheme approved by the NCLT, accumulated losses of Rs. 104.90 million as at 1 April 2022 have been adjusted against securities premium in accordance with the accounting treatment prescribed under the Scheme.

Our opinion is not modified in respect of this matter.

(c) Auditors reports issued by B S R & Associates LLP ("Previous Auditors") dated 7 December 2024 and 7 December 2024 on the special purpose Ind AS consolidated financial statements of the Group, its associates and joint venture as at and for the years ended 31 March 2023 and 31 March 2022 respectively, as referred in Paragraph 4 (c) above.

The Previous Auditors report on the special purpose Ind AS consolidated financial statements of the Group, its associates and joint venture as at and for the year ended 31 March 2023 included the following Emphasis of Matter paragraph (as referred in Part B of Annexure VI of the Restated Consolidated Financial Information):

The Previous Auditors draws attention to Note 53 to the audited special purpose Ind AS consolidated financial statements (Note 53 to the Restated Consolidated Financial Information) which describes the overall accounting for the Scheme. The Scheme has been approved by the NCLT vide its order dated 28 August 2024 with appointed date of 1 April 2022 and a certified copy of the Scheme has been filed by the Holding Company with the Registrar of Companies, Maharashtra on 13 September 2024. The Previous Auditors further draw attention to the fact that in accordance with the Scheme approved by the NCLT, accumulated losses of Rs. 104.90 million as at 1 April 2022 have been adjusted against securities premium in accordance with the accounting treatment prescribed under the Scheme.

The Previous Auditors opinion is not modified in respect of these matters.

The Previous Auditors report on the special purpose Ind AS consolidated financial statements of the Group, its associates and joint venture as at and for the year ended 31 March 2022 included the following Emphasis of Matter paragraph (as referred in Part B of Annexure VI of the Restated Consolidated Financial Information):

The Previous Auditors draws attention to Note 60 to the audited special purpose Ind AS consolidated financial statements (Note 61 to the Restated Consolidated Financial Information), which describes the economic and social disruption the Group and it associates are facing as a result of COVID-19 which is impacting supply chains and consumer demand.

The Previous Auditors opinion is not modified in respect of these matters.

6. As indicated in our audit reports referred above:

(a) We did not audit the financial statements of six and five subsidiaries as mentioned in Annexure A(i) as at and for the three months ended 30 June 2024, and year ended 31 March 2024 respectively, whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments) and net cash inflows / (outflows) (before consolidation adjustments) included in the consolidated financial statements, for the relevant period/year is tabulated below.

Further, we did not audit the financial statements of four associates and joint venture included in the Group and its associates and joint venture for the three months period ended 30 June 2024 and for the year ended 31 March 2024 each, whose financial statements reflect the consolidated entities share of net profits (and other comprehensive income) (before consolidation adjustments) as tabulated below:

(INR millions)

Particulars	As at and for the three months period ended 30 June 2024	As at and for the year ended 31 March 2024
In respect of subsidiaries:
Total assets (before consolidation adjustments)	2,057.44	1,509.68
Total revenues (before consolidation adjustments)	1,222.89	2,610.26
Net cash inflows / (outflows) (before consolidation adjustments)	112.20	(122.04)
In respect of associates and joint venture:
Groups share of net profit (and other comprehensive income) in the associates and joint venture (before consolidation adjustments)	156.83	718.17

These financial statements have been audited by other auditors (as mentioned in Annexure A(ii)) and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements as at and for the three months period ended 30 June 2024 and year ended 31 March 2024 in so far as it relates to the amounts and disclosures included in respect of the subsidiaries, associates and joint venture is based solely on the report of the other auditors.

Our opinion is not modified in respect of these matters.

(b) We did not audit the financial information of a business undertaking, acquired by the Company from its wholly owned subsidiary (‘Business Undertaking), for the period 1 April 2023 to 29 February 2024 whose financial information reflect total revenue (before consolidation adjustments) of Rs. 150.14 million and net cash inflows / (outflows) (before consolidation adjustments) amounting to Rs. 1.09 million for the period 1 April 2023 to 29 February 2024, as considered in the consolidated financial statements.

The financial information of the Business Undertaking has been audited by other auditor whose report has been furnished to us by management, and our opinion in so far as it relates to the amounts and disclosures included in respect of the Business Undertaking for the period stated above, is based solely on the report of the other auditor.

Our opinion is not modified in respect of these matters.

7. The Auditors reports issued by the Previous Auditors dated 7 December 2024 on the special purpose Ind AS consolidated financial statements of the Group, its associates and joint venture as at and for the year ended 31 March 2023 included following Other matters:

a) The Previous Auditors did not audit the financial information of three wholly owned subsidiaries namely Travel Food Services Chennai Private Limited, Travel Food Services Kolkata Private Limited and BLR Lounge Services Private Limited which were amalgamated with the Holding Company on account of the composite scheme of arrangement and amalgamation between three wholly owned subsidiaries (‘transferor companies) as mentioned above with the Holding Company (‘Scheme) as explained in Note 53 to the audited special purpose Ind AS consolidated financial statements (Note 53 to the Restated Consolidated Financial Information). The financial information of these transferor companies reflect total assets (before consolidation adjustments) of Rs. 8,595.86 million as at 31 March 2023, total revenues (before consolidation adjustments) of Rs. 7,147.11 million and net cash inflows / (outflows) (before consolidation adjustments) amounting to Rs. 163.73 million for the year ended on that date, as considered in the special purpose Ind AS consolidated financial statements.

This financial information of the transferor companies has been audited by the other auditor and whose reports have been furnished to the Previous Auditors, and the Previous Auditors opinion in so far as it relates to the amounts and disclosures included in respect of the transferor companies is based solely on the reports of the other auditor.

b) The Previous Auditors did not audit the financial information of a business undertaking, acquired by the Holding Company from its wholly owned subsidiary (‘Business Undertaking) whose financial information reflect total assets (before consolidation adjustments) of Rs. 165.48 million as at 31 March 2023, total revenues (before consolidation adjustments) of nil and net cash inflows / (outflows) (before consolidation adjustments) amounting to Rs. 1.98 million for the year ended on that date, as considered in the special purpose Ind AS consolidated financial statements.

This financial information of the Business Undertaking has been audited by the other auditor whose report has been furnished to the Previous Auditors by Management, and the Previous Auditors opinion in so far as it relates to the amounts and disclosures included in respect of the Business Undertaking, is based solely on the report of the other auditor.

c) The Previous Auditors did not audit the financial statements of four subsidiaries, whose financial statements reflect total assets (before consolidation adjustments) of Rs. 940.58 million as at 31 March 2023, total revenues (before consolidation adjustments) of Rs. 1,778.99 million and net cash inflows / (outflows) (before consolidation adjustments) amounting to Rs. 24.01 million for the year ended on that date, as considered in the special purpose Ind AS consolidated financial statements. The special purpose Ind AS consolidated financial statements also includes the Groups share of net profit / (loss) (and other comprehensive income) (before consolidation adjustments) of Rs. (98.64) million for the year ended 31 March 2023, in respect of two associates and joint venture, whose financial statements have not been audited by the Previous Auditors. These financial statements have been audited by other auditors whose reports have been furnished to the Previous Auditors by Management and the Previous Auditors opinion on the special purpose Ind AS consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint venture, is based solely on the reports of the other auditors.

The Previous Auditors opinion is not modified in respect of these matters.

8. The Auditors reports issued by the Companys Previous Auditors dated 7 December 2024 on the consolidated financial statements of the Group and its associates as at and for the year ended 31 March 2022 included following other matters:

a) The Previous Auditors did not audit the financial information of three wholly owned subsidiaries namely Travel Food Services Chennai Private Limited, Travel Food Services Kolkata Private Limited and BLR Lounge Services Private Limited which were amalgamated with the Holding Company on account of the composite scheme of arrangement and amalgamation between three wholly owned subsidiaries (‘transferor companies) as mentioned above, with the Holding Company (‘Scheme) as explained in Note 53 to the special purpose Ind AS consolidated financial statements (Note 53 to the Restated Consolidated Financial Information). The financial information of these transferor companies reflect total assets (before consolidation adjustments) of Rs. 6,819.95 million as at 31 March 2022, total revenues (before consolidation adjustments) of Rs. 2,757.74 million and net cash inflows / (outflows) (before consolidation adjustments) amounting to Rs. (7.72) million for the year ended on that date, as considered in the special purpose Ind AS consolidated financial statements.

Further in accordance with the Scheme approved by the NCLT, the impact of the amalgamation is recorded on 1 April 2021, except the adjustment of accumulated losses of Rs. 104.90 million against securities premium, which is recorded on the appointed date of 1 April 2022 in accordance with the accounting treatment prescribed under the Scheme.

This financial information of the transferor companies has been audited by the other auditor and whose reports have been furnished to the Previous Auditors, and the Previous Auditors opinion in so far as it relates to the amounts and disclosures included in respect of the transferor companies is based solely on the reports of the other auditor.

b) The Previous Auditors did not audit the financial information of a business undertaking, acquired by the Company from its wholly owned subsidiary (‘Business Undertaking) whose financial information reflect total assets (before consolidation adjustments) of Rs. 84.15 million as at 31 March 2022, total revenues (before consolidation adjustments) of nil and net cash inflows / (outflows) (before consolidation adjustments) amounting to Rs. (3.58) million for the year ended on that date, as considered in the special purpose Ind AS consolidated financial statements.

The financial information of the Business Undertaking has been audited by the other auditor whose report has been furnished to the Previous Auditors by Management, and the Previous Auditors opinion in so far as it relates to the amounts and disclosures included in respect of the Business Undertaking, is based solely on the report of the other auditor.

c) The Previous Auditors did not audit the financial statements of three subsidiaries, whose financial statements reflect total assets (before consolidation adjustments) of Rs. 635.74 million as at 31 March 2022, total revenues (before consolidation adjustments) of Rs. 822.30 million and net cash inflows / (outflows) (before consolidation adjustments) amounting to Rs. 27.64 million for the year ended on that date, as considered in the special purpose Ind AS consolidated financial statements. The special purpose Ind AS consolidated financial statements also include the Groups share of net profit / (loss) (and other comprehensive income) (before consolidation adjustments) of Rs. (13.73) million for the year ended 31 March 2022, in respect of two associates, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to the Previous Auditors by the Management and the Previous Auditors opinion on the special purpose Ind AS consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors.

The Previous Auditors opinion is not modified in respect of these matters.

9. The other auditors of the subsidiaries and associates as mentioned in Annexure A(ii), have examined the restated financial information as at and for three months period ended 30 June 2024 and as at and for the years ended 31 March 2024, 31 March 2023 and 31 March 2022 and Previous Auditor has examined the restated financial information as at and for the years ended 31 March 2023 and 31 March 2022 as mentioned in Annexure A(ii), have confirmed that the restated financial information:

(a) has been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended 31 March 2024, 31 March 2023 and 31 March 2022 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed as at and for the three months period ended 30 June 2024;

(b) does not contain any qualifications requiring adjustments. Moreover, matters in the Independent Auditors Report, which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Part B of Annexure VI of the Restated Consolidated Financial Information; and

(c) has been prepared in accordance with the Act, ICDR Regulations, the Guidance Note and the SEBI email.

10. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the audit reports and examination reports by other auditors and by the Previous Auditors for the respective periods/years, we report that the Restated Consolidated Financial Information:

(a) have been prepared after incorporating adjustments for change in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial year ended 31 March 2024, 31 March 2023 and 31 March 2022 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed as at and for the three months period ended 30 June 2024;

(b) does not contain any qualifications requiring adjustments. Moreover, matters in the Independent Auditors Report, which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Part B of Annexure VI of the Restated Consolidated Financial Information; and

(c) have been prepared in accordance with the Act, the ICDR Regulations, the Guidance Note and the SEBI e-mail.

11. We have not audited any financial statements of the Group as of any date or for any period subsequent to 30 June 2024. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to 30 June 2024.

12. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited consolidated financial statements mentioned in paragraph 5 above.

13. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us or Previous Auditor, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

14. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

15. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with SEBI, BSE and NSE in connection with the Proposed Offer. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For B S R & Co. LLP

Chartered Accountants

Firms Registration No: 101248W/W-100022 Mansi Pardiwalla

Partner

Membership No: 108511

ICAI UDIN: 24108511BKENCT1282

Place: Mumbai

Date: 7 December 2024