Interim report
Page 1
TBO Tek Limited CIN: L74999DL2006PLC155233 ✉️ info@tbo.com | +91 124 4998999 Registered Office Address: Unit No. 501, 5th Floor, Worldmark-4, Asset Area No. LP-IB-04, Gateway District, Aerocity, Near Indira Gandhi International Airport, New Delhi – 110037 Corporate Office Address: Plot No. 728, Udyog Vihar Phase- V Gurgaon-122016 Haryana, India Your booking experience starts at www.tbo.com November 02, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1 Dalal Street, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 001, Maharashtra, India Mumbai - 400 051, Maharashtra, India Scrip Code: 544174 Symbol: TBOTEK Sub: Outcome of the Board Meeting Ref: Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) Dear Sir/ Ma’am, In continuation to our earlier intimation date d October 27, 2026 , we wish to inform you that the Board of Directors of the Company at their meeting held today, i.e., November 02, 2026, inter-alia, approved the Unaudited Standalone & Consolidated Financial Results of the Company for the quarter and half year ended September 30, 2026 (‘Financial Results’), based on the recommendation of the Audit Committee. Financial Results along with unmodified limited review reports issued by M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company are enclosed as Annexure-I. The Board Meeting commenced at 10:40 AM (IST) and was adjourned at 12:40 PM (IST). The adjourned meeting commenced at 03:16 PM (IST) and concluded at 04:40 PM (IST). This disclosure will also be available on Company’s website at https://www.tbo.com/engagement/investors/#StockExchangeSubmission Kindly take the same on records. Thanking you, Yours faithfully, For and on behalf of TBO Tek Limited Neera Chandak Company Secretary & Compliance Officer Encl.: As above
Page 2
S.R. Batliboi&Co. LLPChartered Accountants 67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India Tel; +91124 681 6000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors TBO Tek Limited 1. We have reviewed the accompanying statement of unaudited standalone financial results of TBO Tek Limited (the "Company") which includes one Trust (TBO Employees Benefit Trust) for the quarter ended September 30, 2026 and year to date from April 01, 2026 to September 30, 2026 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (Tnd AS') 'specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 5. Emphasis of Matter We draw attention to Note 3 to the unaudited standalone financial results, which describes the uncertainty relating to the outcome of an adjudication order received by the Company for certain non-compliances under Foreign Exchange Management Act ("FEMA"). Our conclusion is not modified in respect of this matter. S.R Batliboi & Co LLP, a Limited Liability Partnership with LLP Identity No. AAB-4294 Regd. Office : 22, Camac Street. Block 'B'.3rdFloor, Kolkata-700 016 Annexure-I
Page 3
S.R. Batliboi&Co. LLPChartered Accountants 6. The accompanying Statement of quarterly and year to date interim standalone financial results includes unaudited financial results and other financial information in respect of one trust, whose interim financial results and other financial information reflect total assets of INR 52.00 Mn as at September 30, 2026, and total revenues of INR Nil and INR Nil, total net profit after tax of INR 2.15 Mn and INR 6.00 Mn and total comprehensive income of INR 2.15 Mn and INR 6.00 Mn for the quarter ended and for the period ended on that date respectively, and net cash inflowsof INR 1.58 Mn for the period from April 01, 2026 to September 30, 2026. These unaudited interim financial results and other financial information of the trust have not been reviewed by its auditor and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far it relates to the affairs of the trust, is based solely on such unaudited interim financial results and other financial information. According to the information and explanations given to us by the Management, these interim financial results and other financial information are not material to the Company. Our conclusion on the Statement in respect of matter stated in para 6 above is not modified with respect to the financial results and other financial information certified by the management. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm registration number: 301003E/E300005 per Vishal Sharma Partner Membership No.: 096766 UDIN: ^^^^^^^Place: Gurugram Date: November 02, 2026
Page 4
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN — L74999DL2006PLC155233 Statement of Unaudited Standalone Financial Resultsfor the quarter and six months ended September 30, 2026 (INR in Million) Particulars Quarter ended Six months ended Year ended September 30, 2026 June 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025 March 31, 2026 Unaudited Unaudited Unaudited Unaudited Unaudited Audited 1 Income (a) Revenue from operations (b) Other income 1,559.40 165.46 1,571.75 122.66 1,442.47 115.06 3,13115 288.12 2,929.99 197.09 5,838.27 608.02 Total income 1,724.86 1,694.41 1,557.53 3,419.27 3,127.08 6,446.29 2 Expenses (a) Service fees (b) Employee benefits expense (c) Finance costs (d) Depreciation and amortisation expenses (e) Other expenses 525.70 655.63 23.98 63.41 243.01 521.45 597.66 24.26 63.71 219.89 525.59 598.42 22.09 48.46 228.90 1,047.15 1,253.29 48.24 127.12 462.90 1,056.44 1,158.16 38.58 90.40 423.15 2,071.06 2,380.53 88.89 196.61 936.24 Total expenses 1,511.73 1,426.97 1,423.46 2,938.70 2,766.73 5,673.33 3 Profit before exceptional items and tax (1-2) 213.13 267.44 134.07 480.57 360.35 772*96 4 Exceptional items (net) (Note 4) - - 0.56 - 10.26 15.78 5 Profit before tax (3-4) 213.13 267.44 133.51 480.57 350.09 757.18 6 Income tax expense/(credit) (a) Current tax (b) Deferred tax 69.39 (15.15) 82.07 (15.34) 47.52 (12.38) 151.46 (30.49) 109.94 (19.36) 226.52 (34.17) Total tax expense 54.24 66.73 35.14 120.97 90.58 192.35 7 Profit for the period/year (5-6) 158.89 200.71 98.37 359.60 259.51 564.83 8 Other comprehensive income Items that will not be reclassified to profit orloss (a) Remeasurement loss on defined benefit plans (b) Income tax relating to this item (6.87) 1.73 (2.57) 0.65 (11.80) 2.97 (9.44) 2.38 (10.38) 2.61 (2.40) 0.60 Other comprehensive income, net of tax (5.14) (1.92) (8.83) (7.06) (7.77) (1.80) 9 Total comprehensive income for the period/year (7+8) 153.75 198.79 89.54 352.54 251.74 563.03 10 Paid-up equity share capital (face value INR1per share) 108.59 108.59 108.59 108.59 108.59 108.59 11 Other equity 8,534.87 12 Earnings per equity share (face value INR 1 per share) (not annualised for the quarters and six months) (a) Basic (INR) (b) Diluted (INR) 1.48 1.47 1.87 1.86 0.92 0.91 3.35 3.34 2.43 2.41 5.29 5.26 See accompanyingnotes to the statement of unaudited standalone financial results. Place: Gurugram Date: November 2, 2026 For and on behalf of the Board of Directors of TBO Tek Limited natnagar iging Director
Page 5
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CEN - L74999DL2006PLC155233 Standalone Segment wise Revenue, Results, Assets and Liabilities (INR in Million) Particulars Quarter ended Six months ended Year ended September 30, 2026 June 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025 March 31, 2026 Unaudited Unaudited Unaudited Unaudited Unaudited Audited 1 Segment revenue (a) Air ticketing 699.76 727.25 721.84 1,427.01 1,449.06 2,910.35 (b) Hotels and packages 307.51 355.14 234.21 662.65 551.15 978.32 (c) Others 552.13 489.36 486.42 1,041.49 929.78 1,949.60 Total 1,559.40 . 1,571.75 1,442.47 3,131.15 2,929.99 5,838.27 2 Segment results (a) Air ticketing 314.16 376.55 319.18 690.71 694.67 1,379.88 (b) Hotels and packages 172.45 190.95 117.90 363.40 264.91 463.85 (c) Others* 86.14 80.95 67.39 167.09 154.35 342.17 Total 572.75 648.45 504.47 1,221.20 1,113.93 2,185.90 Less: Employee benefits expense* (281.85) (265.55) (270.41) (547.40) (540.82) (1,109.21) Less: Other expenses* (155.84) (150.15) (144.50) (305.99) (280.87) (626.26) Operating income 135.06 232.75 89.56 367.81 292.24 450.44 Less: Finance costs (23.98) (24.26) (22.09) (48.24) (38.58) (88.89) Less: Depreciation andamortisation expenses (63.41) (63.71) (48.46) (127.12) (90.40) (196.61) Add: Other income 165.46 122.66 115.06 288.12 197.09 608.02 Profit before exceptional items and tax 213.13 267.44 134.07 480.57 360.35 772.96 Less: Exceptional items - - (0.56) - (10.26) (15.78) Profit before tax 213.13 267.44 133.51 480.57 350.09 757.18 * Employee benefits expense and other expenses related to "Others" segment have been allocated to "Others" segment, to the extent allocable, in line with the profit measures used by the Chief Operating Decision Maker. The remaining employee benefits and other expenses are continued to be presented as unallocable. Note : Assets and liabilities are not identified to any reportable segments, since the Company uses them interchangeably across segments and consequently, the Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities.
Page 6
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, AssetArea No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Unaudited Standalone Balance Sheet as at September 30, 2026 (INR in Million) Particulars As at September 30, 2026 As at March 31, 2026 Unaudited Audited Assets 1 Non-current assets (a) Property, plant and equipment 135.96 152.28 (b) Goodwill 32.59 32.59 (c) Other intangible assets 149.40 143.15 (d) Intangible assets under development 8.24 1.38 (e) Right-of-use assets (f) Financial assets 784.92 830.48 i. Investments 1,177.46 1,177.46 ii. Loans 3,520.87 3,466.30 iii. Other financial assets 67.07 59.32 (g) Deferred tax assets (net) 213.59 180.72 (h) Other non-current assets 3.10 5.73 Total non-current assets 6,093.20 6,049.41 2 Current assets (a) Financial assets i. Trade receivables 5,757.88 4,962.76 ii. Cash and cash equivalents 2,675.69 1,907.41 iii. Bank balances other than (ii) above 792.31 348.21 iv. Loans 14.33 13.60 v. Other financial assets 782.79 524.08 (b) Other current assets 528.54 678.41 Total current assets 10,551.54 8,434.47 Total assets 16,644.74 14,483.88 Equity and liabilities 1 Equity (a) Equity share capital 108.59 108.59 (b) Other equity 9,037.32 8,534.87 Total equity 9,145 91 8,643.46 2 Liabilities Non-current liabilities (a) Financial liabilities i. Lease liabilities 840.36 889.13 (b) Employee benefit obligations 163.44 144.26 Total non-current liabilities 1,003.80 1,033.39 Current liabilities (a) Financial liabilities i. Lease liabilities ii. Trade payables 122.94 115.41 (a) total outstanding dues of micro and small enterprises 31.98 29.76 (b) total outstanding dues other than micro and small enterprises 4,858.36 3,233.95 iii. Other financial liabilities 591.58 465.80 (b) Employee benefit obligations 68.36 62.42 (c) Contract liabilities 697.93 702.58 (d) Other current liabilities 110.36 195.33 (e) Current tax liabilities (net) 13.52 1.78 Total current liabilities 6,495.03 4,807.03 Total liabilities 7,498.83 5,840.42 Total equity and liabilities 16,644.74 14,483.88
Page 7
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Unaudited Standalone Statement of Cash Flows for the six months ended September 30, 2026 (INR in Million) Particulars For the period ended September 30, 2026 For the period ended September 30, 2025 Unaudited Unaudited A Cash flows from operating activities Profit before tax 480.57 350.09 Adjustments for: Depreciation and amortisation expenses 127.12 90.40 Unwinding of discount on security deposits (2.45) (1.95) Gain on termination of leases (7.13) - Net unrealised foreign exchange (gain)/loss (86.91) 65.44 Liabilities no longer required written back (35.87) (49.88) Net impairment losses on trade receivables 82.38 52.25 Net impairment losses on financial assets excluding trade receivables - 0.35 Provision for doubtful advances 0.29 - Exceptional items - 10.26 Interest income from financial assets (178.66) (139.08) Net gain on sale of investments (including treasury shares) (7.56) (3.37) Net gain on disposal of property, plant and equipment (1.19) - Employee stock option expense 63.96 70.44 Finance costs 48.24 38.58 Net fair value loss/(gain) on foreign exchange forward contracts 0.03 (19.68) 482.82 463.85 Change in operating assets andliabilities Increase in trade receivables (835.49) (997.91) Decrease/(Increase) in other financial assets 118.26 (244.84) Decrease/(Increase) in other non-current and current assets 152.21 (232.95) Increase in trade payables 1,644.74 236.89 Decrease in other financial liabilities (51.81) (3.93) Increase in provisions 15.68 10.73 (Decrease)/Increase in other current liabilities including contract liabilities (89.62) 27.24 Cash generated/(used in) from operations 1,436.79 (740.92) Income taxes paid (net of refunds) (139.72) (90.51) Net cash inflow/(outflow) from operating activities (A) 1,297.07 (831.43)
Page 8
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Unaudited Standalone Statement of Cash Flows for the six months ended September 30, 2026 (INR in Million) Particulars For the period ended September 30, 2026 For the period ended September 30, 2025 Unaudited Unaudited B Cash flows from investingactivities Purchase of property, plant and equipment Payments for development of intangible assets Proceeds from sale of property, plant and equipment Purchase of current investments Proceeds from sale of current investments Payments for investment in deposits Proceeds from maturity of investment in deposits Interest received Loans to related party Loans to employees Repayment of loans by employees Net cash outflow from investing activities (B) C Cash flows from financing activities Payment of principal elements of lease liabilities Interest paid on lease liabilities Interest paid on delayed payment of statutory dues Repayment of loan taken by ESOP Trust Proceeds from exercise of employee stock options Increase in payable to credit card companies Net cash outflow from financing activities (C) D Net increase/(Decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year E Cash and cash equivalents at end of theperiod F Significant non-cash investing activities Acquisition of right of use assets (net of disposals) G Components of cash and cash equivalents Cash in hand Balances with banks - in current accounts Deposits with original maturity of less than 3 months Funds in transit Receivable from credit card companies Total cash and cash equivalents (11.52) (37.21) 1.19 (1,600.00) 1,600.67 (1,905.34) 1,150.95 186.75 (6.68) 5.95 (25.13) (30.70) (1,733.93) 3,783.63 130.75 (3,154.70) (2.60) 2.59 (615.24) (1,030.09) (57.43) (47.85) (0.39) 14.56 177.56 (51.96) (37.95) (0.33) (7.83) 7.12 86.45 (90.95) 768.28 (1,952.47) 1,907.41 4,155.00 2,675.69 2,202.53 29.62 411.82 29.62 411.82 0.10 2,390.74 183.58 101.27 0.05 1,651.79 140.04 220.36 190.29 2,675.69 2,202.53 © GURUGRA^
Page 9
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Notes to the statement of unaudited standalone financial results for quarter and six months ended September 30, 2026 1 These unaudited standalone financial results of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as prescribed under Section 133of the Companies Act, 2013, as amended, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 ("the Regulations"). 2 These unaudited standalone financial results for the quarter and six months ended September 30, 2026 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on November 2, 2026. These unaudited standalone financial results have been subjected to limited review by the statutory auditors of the Company in accordance with Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 ("the Regulations") as amended. The statutory auditors have issued an unmodified conclusion on these unaudited standalone financial results. 3 On May 13, 2022, the Enforcement Directorate ("ED") conducted a search at one of the office premises of the Company in Gurgaon. As per information provided by ED team, the search was carried out to investigate certain transactions made on the TBO Portal by certain third party individuals and their associated Companies/associates. These individuals along with their associated Companies/associates had purportedly committed offenses of money laundering. The ED collected various information including but not limited to email dumps of some officials along with data regarding financial transactions with some travel buyers available on the Company's database. As per the Company's legal advisor, a complaint/chargesheet was filed in the Special CBI court in Kolkata regarding the above matter for the alleged offence of money laundering under Section 44(i)(b) of the PMLA Act, 2002 and based on the review of the chargesheet by the legal advisor neither the Company nor any directors/employees of the Company have been charged with any offence. The Company had received summons under Sections 37(1) and (3) of Foreign Exchange Management Act ("FEMA") requesting information but not limited to transactions with persons/companies/travel agents residing outside of India. The Company had responded to these summons. Pursuant to a complaint under section 16(3) of FEMA dated September 13, 2023 filed by the ED, a show-cause notice dated September 19, 2023 was issued by the Special Director to the Company, the Joint Managing Directors and others. The Complaint alleged, among other things, that the Company permitted foreign travel agents to book tickets with airlines and accept payments for such services in Indian Rupees from parties other than to whom services were rendered, which is in violation of Section 3(c) read with Section 42(1) of the FEMA to the extent of INR 493.70 Mn. The Company identified total amounts of contravention including transaction with other customers was INR 712.25 Mn. Section 13of FEMA1999 provides for maximum penalty of thrice of amount involved in contravention. The Company had filed an application for compounding ('compounding application') this matter with the Reserve Bank of India ('RBI') pursuant to Rule 4 of the Foreign Exchange (Compounding Proceedings), Rules, 2000 during the year ended March 31, 2024. In response to the above-mentioned compounding application, the RBI directed the Company to regularise the transactions by way of obtaining either post-facto approvals from the RBI or unwinding the transactions. The Company filed an application with the AD banker requesting post-facto approvals of these transactions, who had further written to the Foreign Exchange Department of RBI for such approvals. On April 7, 2025, Foreign Exchange Department of RBI has communicated to AD banker that request for post-facto approval could not be acceded to by the RBI. The Company refiled the application through the AD banker on July 28, 2025 which could not be acceded to as communicated by the Foreign Exchange Department of RBI to AD banker on September 2, 2025. Further, the Company received a letter dated July 25, 2025 from ED (Adjudication) on September 11, 2025 citing that the Adjudication proceedings should be held against the Company as per Rule 4 of the Foreign Exchange Management (Adjudicating Proceedings and Appeals) Rules, 2000. The Company submitted its written submissions during the adjudication proceedings held on November 3,.2025 and the case was heard on April 2, 2026 with no additional requirements raised. The Company has received an order dated October 16, 2026, passed by the Special Director (Adjudication), Directorate of Enforcement on October 21, 2026, wherein penalty amounting to INR 222.16 Mn on the Company and INR 24.68 Mn on each Joint Managing Director has been imposed. The Company, in consultation with its legal counsel, is in the process of filing an appeal against the Adjudication Order. Based on the legal advice received, the Company is of the view that the prospects of success in the appeal are high and that the penalties imposed pursuant to the Adjudication Order are unlikely to be sustained. Accordingly, pending the outcome of the appeal, no adjustments have been made to the financial results for the period ended September 30, 2026. 4 Exceptional items are those which are considered for separate disclosure in the financial results considering their size, nature or incidence. (a) During the year ended March 31, 2024, the Company had made provision for impairment in value of investment in subsidiary company, TBO Cargo Private Limited of INR 5.00 Mn. Further, the Company had also given inter-company loans to TBO Cargo Private Limited in previous years amounting to INR 104.71 Mn. The Company, considering that TBO Cargo Private Limited has negative net worth, due to continuous losses incurred by the entity and closure of cargo business, may not be able to recover the loan given to TBO Cargo Private Limited up to the value of negative net worth of the entity. Accordingly, during the current quarter the Company has made an incremental provision of INR Nil (Quarter ended June 30, 2026 - INR Nil, Quarter ended September 30, 2025 - INR 0.56 Mn, Six months ended September 30, 2026 - INR Nil, Six months ended September 30, 2025 - INR 10.26 Mn, Year ended March 31, 2026 - INR 11.27 Mn) on such loan, which has been considered as an exceptional item. (b) Pursuant to the notification issued by the Ministry of Labour and Employment, the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "New Labour Codes") became effective from November 21, 2025. During the year ended March 31, 2026, the Company had recognised an additional provision for gratuity and compensated absences amounting to INR 4.51 Mn (net off cross charge to subsidiary company). Considering that the impact arising from the enactment of new legislation is non-recurring in nature, the Company has presented the same under Exceptional Items during the year ended March 31, 2026. The Company continues to monitor the finalisation of the Central and State Rules, as well as any clarifications issued by the Government in relation to other aspects of the New Labour Codes, and will record the necessary accounting impact arising from such developments, as and when required. 5 Net gain on foreign exchange differences are included in 'Other Income'. The net gain on foreign exchange differences amounted to INR 40.13 Mn for the quarter ended September 30, 2026 (INR 10.13 Mn for the quarter ended June 30, 2026, INR 11.41 Mn for the quarter ended September 30, 2025, INR 50.26 Mn for the six months ended September 30, 2026, INR 4.60 Mn for the six months ended September 30, 2025, and INR 218.43 Mn for the year ended March 31, 2026). The above-mentioned net gain on foreign exchange differences includes INR 48.81 Mn for the quarter ended September 30, 2026 (INR 11.93 Mn for the quarter ended June 30, 2026, INR 29.65 Mn for the quarter ended September 30, 2025, INR 60.74 Mn for the six months ended September 30, 2026, INR 2.81 Mn for the six months ended September 30, 2025 and INR 232.20 Mn for the year ended March 31, 2026), pertaining to unrealized foreign exchange gain resulting from translations of non-current monetary assets from USD to INR as at the end of reporting period. , \\bo/ DIN: 01112570 1m Place: Gurugram Date: November 2, 2026 Joint Managing Director DIN: 00446482 For and on behalf of the Board of Directors of TBO Tek Limited
Page 10
S.R. Batliboi&Co. LLPChartered Accountants 67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India Tel: +91 124 681 6000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors TBO Tek Limited 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of TBO Tek Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") for the quarter ended September 30, 2026 and year to date from April 01, 2026 to September 30, 2026 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the Master Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. ci Gurugram : S.R. Batliboi & Co LLP, a Limited Liability Partnership with LLP Identity No. AAB-4294 Regd. Office : 22, Camac Street, Block 'B', 3rdFloor,Kolkata-700 016
Page 11
S.R. Batliboi&Co. LLPChartered Accountants 4. The Statement includes the results of the following entities: i Holding Company TBO Tek Limited ii Subsidiary Companies TBO Cargo Private Limited Tek Travels FZCO (Formerly known as Tek Travels DMCC) iii Step-down Subsidiaries TBO Holidays Brasil Agencia De Viagens E Reservas Ltda. TBO Holidays Europe B.V. TBO Holidays HongKong Limited TBO Holidays Pte Ltd Travel Boutique Online S.A. De C.V. TBO Technology Services DMCC TBO Technology Consulting Shanghai Co. Ltd Tek Travels Arabia Company for Travel and Tourism TBO LLC United Experts for Information Systems Technology Co. LLC BookaBed AG TBO Tek Ireland Limited Jumbonline Accommodations & Services, S.L.U TBO Jumbonline Canaries, S.L.U TBO Tek Australia Pty Ltd PT TBO Tek Indonesia TBO Tek Greece Single Member Private Company TBO Tek Israel Ltd. TBO Tek Spolka z ograniczonq odpowiedzialnosciq (with effect from July 10, 2025) Classic Vacations LLC (with effect from October 01, 2025) iv IBU Employees Benefit Trust 5. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (Tnd AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 6. Emphasis of Matter We draw attention to Note 3 to the unaudited consolidated financial results, which describes the uncertainty relating to the outcome of an adjudication order received by the Holding Company for certain non-compliances under Foreign Exchange Management Act, 1999 ("FEMA"). Our conclusion is not modified in respect of this matter. 7. The accompanying Statement includes unaudited interim financial results and other unaudited financial information in respect of one subsidiary and one trust whose interim financial results and other financial information reflect total assets of INR 65.41 Mn as at September 30, 2026, and total revenues of INR Nil and INR Nil, total net profit after tax of INR 0.11 Mn and INR 1.96 Mn, total comprehensive income of INR 0.11 Mn and INR 1.96 Mn, for the quarter ended September 30, 2026 and the period ended on that date respectively and net cash outflows of INR 7.23 Mn for the period from April 01, 2026 to September 30, 2026. *
Page 12
S.R. Batliboi&Co. LLPChartered Accountants The unaudited interim financial results and other financial information of the subsidiary and trust have not been reviewed by their auditors and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of subsidiary and trust, is based solely on such unaudited interim financial results and other financial information. According to the information and explanations given to us by the Management, these interim financial results and other financial information are not material to the Group. Our conclusion on the Statement in respect of matters stated in para 7 is not modified with respect to our reliance on the unaudited financial results and other financial information certified by the Management. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm registration number: 301003E/E300005 per Vishal Sharma Partner Membership No.: 096766 Gurugram)^ UDIN ^boq(,766£,/tc^xrZ^iPlace: Gurugram Date: November 02, 2026
Page 13
TBOTek Limited Registered Office:501,5th Floor,Worldmark 4,Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN- L74999DL2006PLC155233 Statement of Unaudited Consolidated Financial Resultsfor the quarter and six months endedSeptember 30,2026 (INR in Million) Particulars Quarter ended Sixmonths ended Year ended September 30, 2026 June30, 2026 September 30, 2025 September 30, 2026 September 30, 2025 March 31, 2026 Unaudited Unaudited Unaudited Unaudited Unaudited Audited 1 Income (a) Revenue from operations (b) Other income Totalincome 2 Expenses (a) Service fees (b) Employee benefits expense (c) Finance costs (d) Depreciation and amortisation expenses (e) Net loss on foreign exchange differences (f) Other expenses Total expenses 3 Profit before exceptional items and tax (1-2) 4 Exceptional items (net) (Note 4) 5 Profit before tax (3-4) 6 Income taxexpense/(credit) (a) Current tax (b) Deferred tax Total tax expense 7 Profit for the period/year (5-6) 8 Other comprehensive income (i) Itemsthat will be reclassified to profit or loss (a) Exchange differences on translatingthe financial statements of foreign operations (b) Effective portion of changes in fair value of cash flowhedges, net (c) Income tax relating to these items (ii) Items thatwill not be reclassified toprofit orloss (a) Re-measurement losses on defined benefit plans (b) Income tax relating tothis item Other comprehensive income, net of tax 9 Total comprehensive income forthe period/year (7+8) 10 Profit forthe period/year attributable to: Owners of the parent Non-controlling interests 11 Other comprehensive incomefor the period/year attributable to; Owners of the parent Non-controlling interests 12 Total comprehensiveincome for the period/year attributable to: Owners of the parent Non-controlling interests 13 Paid-up equity share capital (face value INR1per share) 14 Other equity 15 Earnings per equity share (face value INR1per share) (not annualisedfor the quarters and six months) (a) Basic (INR) (b) Diluted (INR) 8,656.26 147.63 9,257.80 128.97 5,675.10 151.88 17,914.06 276.60 10,787.88 274.61 26,774.80 512.28 8,803.89 9,386.77 5,826.98 18,190.66 11,062.49 27,287.08 3,045.51 1,907.17 169.62 338.37 88.71 2,257.73 3,734.09 1,793.67 145.78 330.39 55.02 2,294.89 2,041.61 1,078.96 88.72 161.49 1,673.94 6,779.60 3,700.84 315.40 668.76 143.73 4,552.62 3,821.84 2,107.45 141.36 301.13 33.71 3,199.02 10,035.12 5,455.55 435.79 864.28 88.31 7,499.12 7,807.11 8,353.84 5,044.72 16,160.95 9,604.51 24,378.17 996.78 1,032.93 782.26 2,029.71 1,457.98 2,908.91 81.40 - - 81.40 (77.40) (24.19) 915.38 1,032.93 782.26 1,948.31 1,535.38 2,933.10 194.65 (39.21) 188.90 10.45 161.02 (54.23) 383.55 (28.76) 300.12 (69.89) 523.49 (33.45) 155.44 199.35 106.79 354.79 230.23 490.04 759.94 833.58 675.47 1,593.52 1,305.15 2,443.06 95.03 (7.91) 1.87 35.02 (1.69) 0.77 243.87 3.98 0.10 (19.94) 4.63 130.05 (9.60) 2.64 525.79 3.75 0.12 (28.83) 4.31 893.55 3.75 0.12 (12.03) 1.77 88.99 34.10 232.64 123.09 505.14 887.16 848.93 867.68 908.11 1,716.61 1,810.29 3,330.22 759.94 88.99 848.93 108.59 7.08 7.05 833.58 34.10 867.68 108.59 7.77 7.74 675.47 232.64 908.11 108.59 6.32 6.27 1,593.52 123.09 1,716.61 108.59 14.85 14.79 1,305.15 505.14 1,810.29 108.59 12.23 12.12 2,443.06 887.16 3,330.22 108.59 15,398.02 22.88 22.76 See accompanying notes to thestatement of unaudited consolidated financial results. Place: Gurugram Date: November 2, 2026 I >482 For and on behalf of the Board of Directors of TBOTek Limited A.Ankush Nij] Joint Manage
Page 14
TBO Tek Limited Registered Office:501,5th Floor, Worldmark 4, Asset Area No. LP~IB-°4, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Consolidated Segment wise Revenue, Results,Assets and Liabilities (INR in Million) Particulars Quarter ended Six months ended Year ended September 30, 2026 June 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025 March 31, 2026 Unaudited Unaudited Unaudited Unaudited Unaudited Audited 1 Segment revenue (a) Air ticketing 806.22 812.26 780.80 1,618.48 1,563.09 3,245.02 (b) Hotels and packages 7,452.64 7,997.36 4,794.58 15,450.00 9,021.01 22,392.39 (c) Others 397.40 448.18 99.72 845.58 203.78 1,137.39 Total 8,656.26 9,257.80 5,675.10 17,914.06 10,787.88 26,774.80 2 Segment results (a) Air ticketing 410.79 447.34 372.79 858.13 798.18 1,691.40 (b) Hotels and packages 4,799.46 4,707.94 3,167.60 9,507.40 5,979.89 14,002.67 (c) Others 400.50 368.43 93.10 768.93 187.97 1,045.61 Total 5,610.75 5,523.71 3,633.49 11,134.46 6,966.04 16,739.68 Less: Employee benefits expense (1,907.17) (1,793.67) (1,078.96) (3,700.84) (2,107.45) (5,455.55) Less: Other expenses (2,257.73) (2,294.89) (1,673.94) (4,552.62) (3,199.02) (7,499.12) Operating income 1,445.85 1,435.15 880.59 2,881.00 1,659.57 3,785.01 Less: Finance costs (169.62) (145.78) (88.72) (315.40) (141.36) (435.79) Less: Depreciation and amortisation expenses (338.37) (330.39) (161.49) (668.76) (301.13) (864.28) Less: Net loss on foreign exchange differences (88.71) (55.02) - (143.73) (33.71) (88.31) Add: Other income 147.63 128.97 151.88 276.60 274,61 512.28 Profit before exceptional items and tax 996.78 1,032.93 782.26 2,029.71 1,457.98 2,908.91 Add/(Less) :Exceptional items (81.40) - - (81.40) 77.40 24.19 Profit before tax 915.38 1,032.93 782.26 1,948.31 1,535.38 2,933.10 Note:Assets and liabilities are not identified to any reportable segments, since the Company uses them interchangeably across segments and consequently, the Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities. ^
Page 15
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2005FLC155233 Unaudited Consolidated Balance Sheet as at September 30, 2026 (INR in Million) Particulars As at September 30, 2026 As at March 31, 2026 Unaudited Audited Assets 1 Non-current assets (a) Property, plant and equipment (b) Goodwill (c) Other intangible assets (d) Intangible assets under development (e) Right-of-use assets (f) Financial assets i. Investments ii. Other financial assets (g) Deferred tax assets (net) (h) Other non-current assets Total non-current assets 2 Current assets (a) Financial assets i. Investments ii. Trade receivables iii. Cash and cash equivalents iv. Bank balances other than (iii) above v. Loans vi. Other financial assets (b) Current tax assets (net) (c) Other current assets Total current assets Total assets Equity and liabilities 1 Equity (a) Equity share capital (b) Other equity Equity attributable to owners of the parent Total equity 2 Liabilities Non-current liabilities (a) Financial liabilities i. Borrowings ii. Lease liabilities (b) Employee benefit obligations (c) Contract liabilities (d) Deferred tax liabilities (net) Total non-current liabilities Current liabilities (a) Financial liabilities i. Borrowings ii. Lease liabilities iii. Trade payables (a) total outstanding dues of micro and small enterprises (b) total outstanding dues other than micro enterprises and small enterprises iv. Other financial liabilities (b) Employee benefit obligations (c) Contract liabilities (d) Other current liabilities (e) Current tax liabilities (net) Total current liabilities _ Total liabilities Total equity and liabilities n 187.19 5,634.83 9,428.01 157.75 871.41 20.37 286.09 222.62 81.14 208.31 5,545.84 9,498.34 142.89 932.93 20.37 270.49 205.19 67.05 16,889.41 16,891.41 2,705.79 57,371.97 13,937.19 3,120.66 30.62 1,086.51 16.40 4,161.61 2,611.20 53,142.67 10,216.20 2,561.47 33.71 1,584.72 29.62 6,017.83 82,430.75 76,197.42 99,320.16 93,088.83 108.59 17,264.70 108.59 15,398.02 17,373.29 15,506.61 17,373.29 15,506.61 4,117.86 897.26 241.76 140.97 46.63 5,570.34 961.76 208.33 160.88 63.37 5,444.48 6,964.68 1,536.82 156.44 31.98 60,674.67 1,292.37 197.06 11,817.04 439.26 356.75 880.68 148.61 29.76 54,190.23 1,164.30 209.32 13,218.12 561.18 215.34 76,502.39 70,617.54 81,946.67 77,582.22 99,320.16 93,088.83
Page 16
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, AssetArea No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Unaudited Consolidated Statement of Cash Flows for the six months ended September 30, 2026 (INR in Million) Particulars For the period ended September 30, 2026 For the period ended September 30, 2025 Unaudited Unaudited A Cash flows from operating activities Profit before tax Adjustments for: Depreciation and amortisation expenses Unwinding of discount on security deposits (Gain)/Loss on termination of leases Net gain on sale of investments (including treasuryshares) Net unrealised foreign exchange loss Liabilities no longer required written back Net impairment losses on trade receivables Exceptional items - net (refer note 4) Interest income from financial assets Employee stock option expense Finance costs Net fair value gain on foreign exchange forward contracts Other non-cash items Change in operating assets and liabilities Increase in trade receivables Decrease/(increase) in other financial assets Decrease in other non-current and current assets Increase in trade payables Decrease in other financial liabilities Increase in provisions (Decrease)/increase in other liabilities including contract liabilities Cash generated from operations Income taxes paid (net of refunds) Net cash inflow from operating activities (A) 1,948.31 668.76 (4.27) (7.13) (23.23) 48.23 (49.84) 206.99 81.40 (189.63) 142.40 315.40 (58.15) (0.13) 1,535.38 301.13 (3.54) 0.16 (7.63) 65.44 (107.11) 132.53 (77.40) (156.99) 95.32 141.36 (29.28) 2.76 3,079.11 (3,685.21) 810.71 1,921.29 5,611.80 (152.00) 11.13 (1,739.65) 1,892.13 (1,916.42) (941.91) 742.78 212.03 (30.24) 2.21 520.50 5,857.18 481.08 (232.23) (194.40) 5,624.95 286.68
Page 17
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, AssetArea No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Unaudited Consolidated Statement of Cash Flows for the six months ended September 30, 2026 (INR in Million) Particulars For the period ended September 30, 2026 For the period ended September 30, 2025 Unaudited Unaudited B Cash flows from investing activities Purchase of property, plant and equipment Payments for development of intangible assets Acquisition of subsidiary, net of cash acquired Proceeds from sale of property, plant and equipment Investment in deposits Proceeds from maturity of investment in deposits Interest received Purchase of current investments Proceeds from sale of current investments Loans to employees Repayment of loans by employees Net cash (outflow)/inflow from investing activities (B) C Cash flows from financing activities Payment of principal elements of lease liabilities Interest paid on lease liabilities Interest paid on delayed payment of statutory dues Proceeds from borrowings Repayment of borrowings Interest paid on borrowings Repayment of loan taken by ESOP Trust Proceedsfrom exercise of employee stock options Increase in payable to credit card companies Net cash (outflow)/inflow from financing activities (C) D Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Effect of exchange rate changes on cash and cash equivalents E Cash and cash equivalents at end of the period F Significantnon-cash investing activities Acquisition of right-of-use assets (net of disposals) G Components of cash and cash equivalents Cash in hand Balances with banks - in current accounts Deposits with original maturity of less than 3 months Funds in transit Receivablefrom credit card companies Total cash and cash equivalents (22.09) (315.87) 0.40 (2,002.64) 1,133.85 205.96 (12,105.99) 12,011.40 (16.61) 20.03 (39.10) (224.37) (200.50) (3,254.67) 4,850.10 156.99 1,709.08 (2.60) 7.12 (1,091.56) 3,002.05 (78.61) (51.09) (0.39) 659.50 (1,612.29) (214.95) 14.56 329.56 (55.74) (41.69) (0.39) 6,051.37 (1,511.37) (49.25) (7.83) 7.12 (953.71) 4,392.22 3,579.68 7,680.95 10,216.20 141.31 9,616.99 390.46 13,937.19 17,688.40 29.58 402.38 29.58 402.38 0.10 12,054.12 568.09 1,314.88 0.05 16,069.78 140.04 460.51 1,018.02 13,937.19 17,688.40
Page 18
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN — L74999DL2006PLC155233 Notes to the statement of unaudited consolidated financial results for the quarter and six months ended September 30, 2026 1 These unaudited consolidated financial results of the Holding Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("the Regulations"). The unaudited consolidated financial results includes results of TBO Tek Limited (Holding Company) and 2 subsidiaries (including 20 step down subsidiaries) and TBO employee benefit trust. The Holding Company together with its subsidiaries is herein referred to as "the Group". The financial information of 1subsidiary included in these unaudited consolidated financial results, have been prepared on a non-going concern basis, as the subsidiary has ceased its operations. The financial information of such subsidiary is not material to the Group. Winding up of 2 step down subsidiaries (Tek Travels Arabia Company for Travel and Tourism and TBO TekSpolka z ograniczon^ odpowiedzialno^ciq) is under process. 2 These unaudited consolidated financial results for the quarter and six months ended September 30, 2026 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on November 2, 2026. These consolidated financial results have been subjected to limited review by the statutory auditors of the Holding Company in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("the Regulations") as amended. The statutory auditors have issued an unmodified conclusion on these unaudited consolidated financial results. 3 On May 13, 2022, the Enforcement Directorate ("ED") conducted a search at one of the office premises of the Holding Company in Gurgaon. As per information provided by ED team, the search was carried out to investigate certain transactions made on the TBO Portal by certain third party individuals and their associated Companies/associates. These individuals along with their associated Companies/associates had purportedly committed offenses of money laundering. The ED collected various information including but not limited to email dumps of some officials along with data regarding financial transactions with some travel buyers available on the Holding Company's database. As per the Holding Company's legal advisor, a complaint/chargesheet was filed in the Special CBI court in Kolkata regarding the above matter for the alleged offence of money laundering under Section 44(i)(b) of the PMLA Act, 2002 and based on the review of the chargesheet by the legal advisor neither the Holding Company nor any directors/employees of the Holding Company have been charged with any offence. The Holding Company had received summons under Sections 37(1) and (3) of Foreign Exchange Management Act ("FEMA") requesting information but not limited to transactionswith persons/companies/travel agents residing outside of India.The Holding Company had responded to these summons. Pursuant to a complaint under section 16(3) of FEMA dated September 13, 2023 filed by the ED, a show-cause notice dated September 19, 2023 was issued by the Special Director to the Holding Company, the Joint Managing Directors and others. The Complaint alleged, among other things, that the Holding Company permitted foreign travel agents to book tickets with airlines and accept payments for such services in Indian Rupees from parties other than to whom services were rendered, which is in violation of Section 3(c) read with Section 42(1) of the FEMA to the extent of INR 493.70 Mn. The Holding Company identified total amounts of contravention including transaction with other customers was INR 712.25 Mn. Section 13 of FEMA1999 provides for maximum penalty of thrice of amount involved in contravention. The Holding Company had filed an application for compounding ('compounding application') this matter with the Reserve Bank of India ('RBI') pursuant to Rule 4 of the Foreign Exchange (Compounding Proceedings), Rules, 2000 during the year ended March 31, 2024. In response to the above mentioned compounding application, the RBI directed the Holding Company to regularise the transactions by way of obtaining either post-facto approvals from the RBI or unwinding the transactions. The Holding Company filed an application with the AD banker requesting post-facto approvals of these transactions, who had further written to the Foreign Exchange Department of RBI for such approvals. On April 7, 2025, Foreign Exchange Department of RBI has communicated to AD banker that request for post-facto approval could not be acceded to by the RBI. The Holding Company refiled the application through the AD banker on July 28, 2025, which could not be acceded to as communicated by the Foreign Exchange Department of RBI to AD banker onSeptember 2, 2025. Further, the Holding Company received a letter dated July 25, 2025 from ED (Adjudication) on September 11, 2025 citing that the Adjudication proceedings should be held against the Holding Company as per Rule 4 of the Foreign Exchange Management (Adjudicating Proceedings and Appeals) Rules, 2000. The Holding Company submitted its written submissions during the adjudication proceedings held on November 3, 2025 and the case was heard on April 2, 2026 with no additional requirements raised. The Holding Company has received an order dated October 16, 2026, passed by the Special Director (Adjudication), Directorate of Enforcement on October 21, 2026, wherein penalty amounting to INR 222.16 Mn on the Holding Company and INR 24.68 Mn on each Joint Managing Director has been imposed. The Holding Company, in consultation with its legal counsel, is in the process of filing an appeal against the Adjudication Order. Based on the legal advice received, the Holding Company is of the view that the prospects of success in the appeal are high and that the penalties imposed pursuant to the Adjudication Order are unlikely to be sustained. Accordingly, pending the outcome of the appeal, no adjustments have been made to the financial results for the period ended September 30, 2026. 4 Exceptional items are those which are considered for separate disclosure in the financial results considering their size, nature or incidence. (a) As at March 31, 2021, receivable balance amounting to INR 292.73 Mn from one of the service providers providing marketing and collection services to the overseas subsidiary Company, classified under "other receivable" balance was identified as having a significantly high credit risk and accordingly, a one-off specific provision has been recorded in this regard and disclosed as 'exceptional items — impairment of other receivables' (net of reversals) on the consolidated statement of profit and loss account for theyear ended March 31, 2021. During the quarter ended September 30, 2026, the overseas subsidiary has received INR Nil (Quarter ended June 30, 2026 — INR Nil, Quarter ended September 30, 2025 —INR Nil, Six months ended September 30, 2026 — INR Nil, Six months ended September 30, 2025 — INR 83.70 Mn, Year ended March 31, 2026 — INR 83.70 Mn) against the above mentioned receivable, which has been disclosed under 'exceptional items' in thestatement of unaudited consolidated financial results. (b) During the six months ended September 30, 2025 and the year ended March 31, 2026, the subsidiary company, TBO Cargo Private Limited, had recognised a provision of INR 6.30 Mn towards GST credit receivable from government authorities.The provision pertains to the portion of input tax credit whose eligibility under GSTlaw is currently being evaluated. (c) Pursuant to the notification issued by the Ministry of Labour and Employment, the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "New Labour Codes") became effective from November 21, 2025. During the year ended March 31, 2026, the Group recognised an additional provision for gratuity and compensated absences amounting to INR 12.17 Mn arising from the implementation of the New Labour Codes, which was presented as an exceptional item in the consolidated financial statements. The Group continues to monitor the finalisation of the Central and State Rules, as well as any clarifications issued by the Government in relation to other aspects of the New Labour Codes, and will record the necessary accounting impact arising from such developments, as and when required. (d) During the year ended March 31, 2026, one of the step down subsidiaries of the Group had incurred expenses of INR 41.04 Mn on account of 'severance pa/ paid to some employees as part of the restructuring. Considering the nature and materiality, the same had been disclosed as an exceptional item in the consolidated financial results. (e ) Subsequent to quarter end, a wholly owned overseas subsidiary (the subsidiary) of the Holding Company identified certain irregularities involving suspected collusion among certain current and former employees of thesubsidiary and the Holding Company. The subsidiary has appointed an external expert to conduct a comprehensive investigation and assessment, and an independent law firm for legal support on the matter. The subsidiary and the Holding Company have initiated appropriate legal actions with the relevant authorities. Basis the preliminary assessment, the management of the subsidiary and the Holding Company has estimated a net financial loss of INR 81.40 Mn (USD 0.85 Mn) in the subsidiary. The final loss may differ on completion of the detailed assessment. Considering the non-recurring nature of the incident, the loss has been presented as an exceptional item in the financial results for the quarter and period ended September 30, 2026. The Group has an Insurance for such matters/incidents and has injriate&thq^rocess for the insurance claim in respect of above matter. cqGurugram);
Page 19
TBO Tek Limited Registered Office: 501, 5th Floor, Worldmark 4, Asset Area No. LP-IB-04, Aerocity, Near IGI Airport, New Delhi — 110037 CIN - L74999DL2006PLC155233 Notes to the statement of unaudited consolidated financial results for the quarter and sixmonths ended September 30, 2026 5 Considering foreign exchange volatility, in order to provide better understanding and analysis of financial results, net loss on foreign exchange differences is separately disclosed under the head 'Expenses'. Net gain on foreign exchange differences are included in 'Other Income'. During the quarter ended September 30, 2026, there is a net foreign exchangeloss of INR 88.71 Mn (Quarter ended June 30, 2026 - INR 55.02 Mn, Six months ended September 30, 2026 - INR 143.73 Mn, Six months ended September 30, 2025- INR 33.71 Mn, Year ended March 31, 2026 -INR 88.31Mn). The net loss is netted off against the gain of INR 48.80 Mn (Quarter ended June 30, 2026 - INR11.93 Mn, Six months ended September 30, 2026 - INR 60.73 Mn, Six months ended September 30, 2025 - INR 29.65 Mn, Year ended March 31, 2026 - INR 232.20 Mn) pertaining to unrealized foreign exchange gain resulting from translations of non-current monetaryassetsfrom USD to INR as at the end of reporting period. Net gain on foreign exchange differences of INR 4.54 Mn for the quarter ended September 30, 2025 included in 'Other Income' comprises of gain on unrealized foreign exchange transactions of non-current monetary assetsfrom USD to INR as at the end of reporting period after netting off foreign exchange loss of INR 25.11 Mn. 6 During the year ended March 31, 2026, the Holding Company through its step-down wholly owned subsidiary company based in the USA, TBO LLC has completed the acquisition of 100% stake of Classic Vacations LLC (a premier B2B2C luxury travel company with a strong network of high-value travel advisors in USA) on October 01, 2025 for a consideration of USD 125 Mn (closing consideration amounting to USD 110.58 Mn and closing adjustments amounting to USD 14.42 Mn), as per the terms and conditions of the share purchase agreement dated September 02, 2025 entered among, TBO LLC ('Buyer'), CV Acquisition 1220, LLC ('Seller'), Tek Travels FZCO(formerly known as Tek Travels DMCC) (wholly owned subsidiary) ('Buyer Guarantor') and The Najafi Companies, LLC (Seller Guarantor). The acquisition is funded through a mix of internal accruals, inter-corporate loan of INR 3,154.77 Mn (USD 35.89 Mn) extended by the Holding Company to Tek Travels FZCO (wholly owned subsidiary company), and credit facilities (USD 70 Mn) backed by corporate guarantees from the Holding Company and Tek Travels FZCO. The estimated acquisition related costs incurred by TBO LLC for legal fees, due diligence and other related costs aggregates to USD1.66 Mn (equivalent INR145.32 Mn). As at October 1, 2025, the fair value of assets and liabilities acquired have been determined by the Group and accounted for in accordance with IND AS 103 - "Business Combination". The amount of consideration was paid in USD. The USD amounts have been converted based on the USD/INR exchange rates as on October 1, 2025. The Holding Company completed the allocation of purchase price. Total consideration has been allocated as under: Particulars INR Mn Total consideration paid 9,824.25 Fair value of assets acquired including intangible assets 17,509.52 Less: Fair value of liabilities assumed (11,958.02) Add: Deferred tax assets on fair value of net assets acquired 46.80 Fair value of net asset acquired 5,598.30 Goodwill 4,225.95 Financial results for the quarter and six months ended September 30, 2026, include results of Classic Vacations and are not comparable with the results of quarter and six months ended September 30, 2025. Place: Gurugram „ Date: November 2, 2026 I \° WQ:\Gurugramlr. For and on behalf of the Board of Directors of \ I TBO Tek Limited Ankush N^l,wan Gaura^Bhatnagar Joint Managing Director Joint Managing Director DIN: 01112570 DIN: 00446482 II (gURUGRA^)