TBO TEK Ltd

TBO TEK Ltd closes trading window from October 01, 2026 till 48 hours after the announcement of the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026.

AGM Details

• Date and time: 27 August 2026, 12:00 IST, via VC/OAVM.
• Record date: 21 August 2026.

Resolutions Put to Vote

• Resolution 1 (Ordinary): Adopt audited standalone and consolidated financial statements.
• Resolution 2 (Ordinary): Re-appoint Ankush Nijhawan as Director liable to retire by rotation.
• Resolution 3 (Special): Re-appoint Ravindra Dhariwal as Non-Executive Independent Director for second term.
• Resolution 4 (Special): Re-appoint Rahul Bhatnagar as Non-Executive Independent Director for second term.
• Resolution 5 (Special): Re-appoint Anuranjita Kumar as Non-Executive Independent Director for second term.
• Resolution 6 (Special): Re-appoint Bhaskar Pramanik as Non-Executive Independent Director for second term.
• Resolution 7 (Special): Approve remuneration for Non-Executive Directors including Independent Directors.

Voting Results

• Items 1 and 2 passed as Ordinary resolutions.
• Items 3–7 passed as Special resolutions with required majority.

Dividend

• No dividend proposed or declared.

Director Changes

• Ankush Nijhawan re-appointed as Director liable to retirement by rotation.
• Ravindra Dhariwal re-appointed as Non-Executive Independent Director.
• Rahul Bhatnagar re-appointed as Non-Executive Independent Director.
• Anuranjita Kumar re-appointed as Non-Executive Independent Director.
• Bhaskar Pramanik re-appointed as Non-Executive Independent Director.

Remuneration & Other Approvals

• Remuneration for Non-Executive Directors approved.

Auditors & Related

• No related party transactions disclosed.
• No auditor changes disclosed.

Director re-appointments

• Re-appointment of Ravindra Dhariwal as Non-Executive Independent Director; second term approved by AGM, Nov 24, 2026–Sep 10, 2027.
• Re-appointment of Rahul Bhatnagar as Non-Executive Independent Director; second term approved by AGM, Nov 24, 2026–Nov 23, 2031.
• Re-appointment of Anuranjita Kumar as Non-Executive Independent Director; second term approved by AGM, Nov 24, 2026–Nov 23, 2031.
• Re-appointment of Bhaskar Pramanik as Non-Executive Independent Director; second term approved by AGM, Nov 24, 2026–Nov 23, 2027.
• Not debarred by SEBI from holding director positions.

AGM details

• AGM held on 27 August 2026 at 12:00 IST via VC/OAVM; concluded 12:55 IST.
• Quorum: 75 members present via VC; venue deemed at registered office.

Key resolutions

• Ordinary: Adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26.
• Ordinary: Re-appoint Ankush Nijhawan as Director liable to retire by rotation.
• Special: Re-appoint Ravindra Dhariwal as Non-Executive Independent Director for second term.
• Special: Re-appoint Rahul Bhatnagar as Non-Executive Independent Director for second term.
• Special: Re-appoint Anuranjita Kumar as Non-Executive Independent Director for second term.
• Special: Re-appoint Bhaskar Pramanik as Non-Executive Independent Director for second term.
• Special: Approval of remuneration for Non-Executive Directors.

Voting results

• All resolutions passed with requisite majority.
• Ankush Nijhawan abstained on item 2.
• Rahul Bhatnagar abstained on item 4.
• Anuranjita Kumar abstained on item 5.

Director changes

• Ankush Nijhawan re-appointed for second term.
• Ravindra Dhariwal re-appointed as Non-Executive Independent Director.
• Rahul Bhatnagar re-appointed as Non-Executive Independent Director.
• Anuranjita Kumar re-appointed as Non-Executive Independent Director.
• Bhaskar Pramanik re-appointed as Non-Executive Independent Director.

Meetings

• Sept 2, 2026: Goldman Sachs Asia Leaders Conference, Hong Kong; Physical, Group & One-on-One meetings.
• Sept 18, 2026: Jefferies 5th India Forum, Gurgaon; Physical, Group & One-on-One meetings.
• Sept 22, 2026: Anand Rathi Annual Flagship Conference, Mumbai; Physical, Group & One-on-One meetings.
• Company officials will attend; specific management roles not disclosed.

AGM notice and AR delivery

• Dispatched AGM 20th Notice and FY2025-26 Annual Report to members via email.
• For members without registered emails, letters provide web-link, path, and QR code access.
• AGM to be held Aug 27, 2026 at 12:00 IST via VC/OAVM.
• AR and AGM notice also available on NSE and BSE websites.
• If physical copies needed, request via corporates email with Folio/DPID/Client ID.
• Shareholding fully dematerialised; members urged to register email addresses with DPs.

Financial Performance

• Q1 FY27: growth on top line and bottom line despite a tough quarter.
• Europe delivered 24% YoY GTV growth; North America hotel GTV near 25% of total.
• Middle East flat in INR terms; 1% growth in constant currency.
• First quarter showed 11% gap between INR and constant-currency GTV.
• Operating leverage visible; EBITDA margins grew faster than GP margins.
• Cash in bank Rs. 1,980+ crore; US$70m loan; €6m WC loan.

Strategic Moves & Geography

• Europe investments supported 24% YoY growth; Classic Vacations boosts North America exposure.
• NA corridor more resilient; North America ~25% of hotel GTV.
• Diversity of source markets cushions degrowth risk; no single region dominates.
• Classic integration plan: NA sales force expansion; CRM integration; platform migration by year-end.

Q&A Highlights

• EBITDA to GP trend discussed; improvement expected but not guaranteed.
• Middle East volatility; timing uncertain; growth optionality if crisis eases.
• Europe and APAC lead growth; North America like-for-like growth possible later.
• Classic integration: NA hiring; CRM integration; platform migration by CY end.
• AI investments: VOYA capex minimal; CX productivity gains; CRM for leads; ROI not yet disclosed.
• Intercompany cross-sell (TBO to Classic) around INR 65 crore; migration to boost future cross-sell.
• Directionally, constant-currency data to be reported in coming quarters.

Outlook & Guidance

• Formal numeric guidance not provided; margins may accelerate as top-line normalizes.
• Directionally, constant-currency region breakdown will continue in coming quarters.
• AI projects to drive CX and sales productivity; VOYA is experimental with minimal capex.

Financial performance

• FY2026 consolidated revenue from operations: INR 26,774.80 Mn.
• Consolidated EBITDA: INR 3,785.01 Mn.
• EBITDA margin: 14.14%.
• PAT (consolidated): INR 2,443.06 Mn.
• Revenue growth YoY: 51.65%.

Geography & growth

• Geography revenue—India: INR 3,601.99 Mn.
• Geography revenue—Outside India: INR 23,172.81 Mn.

Strategic actions

• Classic Vacations acquisition completed Oct 1, 2025 for USD 125 Mn.

Capital structure & liquidity

• Net debt: INR 5,216.28 Mn.