TBO Tek

Platform creating network effect with interlinked flywheels to enhance value proposition for partners.

Modular and scalable proprietary technology platform allowing addition of new lines of business, markets, and travel products

Ability to generate and leverage large data assets.

Data driven decision making across the enterprise.

Founders` led company supported by experienced professional management team with deep travel and technology expertise.

Capital efficient business model with a combination of sustainable growth.

Its revenue is substantially dependent on the hotels and ancillary bookings whose contribution has significantly increased from 35.69% of its revenue from operations for Fiscal 2021 to 67.83% for Fiscal 2023 and was 67.59% and 72.47%, respectively, for the nine months ended December 31, 2022 and December 31, 2023. In addition, all of its GTV is entirely dependent on its air and hotels and ancillary bookings in the last three Fiscals and in the nine months ended December 31, 2022 and December 31, 2023, respectively. Factors that may negatively impact its hotels and ancillary bookings could have an adverse effect on its business, prospects, results of operations and financial condition.

Its business depends on the company`s relationships with a limited range of Suppliers, and any adverse changes in such relationships, or its inability to enter into new relationships, could adversely affect its business and results of operations.

The company`s business is exposed to pricing pressure from its Suppliers who may withhold inventory or modify the terms of its arrangements, including for a reduction or elimination of commission, incentive or other compensation payable to it, which could adversely affect its business and results of operations.

The company has certain contingent liabilities that have not been provided for in its financial statements, which if they materialize, may adversely affect its financial condition.

The company depends on its proprietary technology for critical functions of the company`s business. Failure to properly maintain or promptly upgrade its technology may result in disruptions to or lower quality of its services and the company`s business, results of operations and financial condition may be adversely affected.

The Company and Joint Managing Directors, namely Ankush Nijhawan and Gaurav Bhatnagar, have received a show cause notice from the Enforcement Directorate and compounding applications are in the process of being filed with the Reserve Bank of India. Consequently, its may be subject to regulatory actions and penalties/compounding fees for such non-compliance which may adversely impact its business, financial condition and reputation.

The company operates in a highly competitive industry and its inability to compete effectively may adversely affect its business and results of operations.

The company does not have any exact comparable listed peers in India or abroad. Accordingly, valuation of the Company as compared with other listed Indian platforms operating in the travel industry, global companies operating in travel industry and other online platforms listed in India, may not be comparable and could be higher on account of certain aspects.

Failures of the third-party data center hosting facilities could impair the delivery of its services and solutions and adversely affect the company`s business.

Its Offer price of Rs. [*] is at a premium of [*] times to the price at which our existing shareholders, namely Augusta TBO and TBO Korea, have sold Equity Shares to General Atlantic in October 2023 and February 2024.

A portion of the Net Proceeds will be utilized towards achieving growth of its platform through marketing and promotional activities which may include incentivizing Buyers, search engine advertising optimisation and marketing on social media platforms, which may not deliver the expected results and may adversely affect its business.

The company is subject to risks related to online payment methods which may affect its business, brand, results of operations and financial condition.

The company work with domestic and international third party service providers to provide many of the services offered on its platform. Actions of these parties are outside the company control and could adversely affect its business, results of operations and financial condition.

If the company is unable to continue to increase the number of Buyers and Suppliers using its platform, the company`s business and results of operations may be adversely affected.

If the company is unable to continue to provide an attractive travel distribution platform to its Buyers and Suppliers the company`s business and results of operations may be adversely affected.

The company derives a significant portion of Gross Transaction Value ("GTV") and revenue from operations from a limited number of markets outside India and any adverse developments in such markets could adversely affect its business and results of operations.

The company derives a substantial portion of its revenue from operations from its Material Subsidiary, Tek Travels DMCC. Any events that impact the business of its Material Subsidiary, could adversely affect the company`s business and results of operations.

Its international operations are subject to risks that are specific to each country and region in which the company operates.

Its brand image is integral to the company success and if the company is unable to effectively maintain, promote and enhance its brand, and conduct its sales and marketing activities effectively, the company business and reputation may be adversely affected.

The company is exposed to credit risk from its Suppliers and its Buyers and the recoverability of its trade receivables is subject to uncertainties.

The company may incur costs, including those not within its control, which the company may not be able to pass on to its Buyers.

There are outstanding litigation proceedings against the Company, Subsidiaries, Directors and its Promoters. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.

Exchange rate fluctuations may adversely affect its results of operations as majority portion of its revenues and are denominated in foreign currencies.

The company is dependent on certain of its Individual Promoters, the Key Managerial Personnel and the Senior Management Personnel and the loss of, or its inability to hire, retain, train, and motivate qualified personnel could adversely affect its business, results of operations and financial condition.

Its inability to effectively manage the company growth strategies may have an adverse effect on its business and prospects.

The company is subject to uploading, mapping and rate loading errors, which could adversely affect its business, reputation, and results of operations.

Inability to maintain adequate internal controls may affect its ability to effectively manage the company operations, resulting in errors or information lapses.

The company is subject to risks associated with expansion into new geographic regions.

Its Statutory Auditors reports on the company Restated Consolidated Financial Information included certain statements required under the Companies (Auditors Report) Order, 2016 and Companies (Auditor`s Report) Order 2020. Further, there have been delays in payment and filing of statutory dues and statutory returns.

The company may acquire other companies or businesses, which could divert its management`s attention and any failure to realize the anticipated benefits of such acquisitions, may have an adverse effect on its business, results of operations and financial condition.

Its use of open source software could adversely affect the company ability to offer its products and services and subject it to possible litigation.

Any significant disruption in service on its website or platform could damage the company reputation and result in a loss of customers, which may adversely affect its business, brand, results of operations and financial condition.

If the company experience a cyber security breach or other security incident or unauthorised parties otherwise obtain access to its Suppliers, Buyers or end travellers` data or the company`s data, its TBO platform and products may be perceived as not being secure, its reputation may be harmed, demand for its TBO platform and products may reduce and the company may incur significant liabilities.

The company may be subject to different rules under different standards in relation to compliance with payment methods.

Consolidation in the Indian aviation industry may have a material adverse impact on its business and results of operations.

Increase in competition owing to entry of new players in its industry may result in a decline in its revenue from operations or the company Gross Transaction Value, which could have a material adverse effect on its business, prospects, results of operations and financial condition.

Competition from smaller players given the fragmented nature of the tourism industry may impact visitors to its TBO platform which could adversely affect the company`s business and results of operations.

New age travel distribution platforms such as the Company are subject to various risks and challenges in the travel and tourism industry.

Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency.

Its ability to access capital at attractive costs depends on the company`s credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company`s business, financial conditions, cash flows and results of operations.

Its Statutory Auditors have included certain emphasis of matters in the company Restated Consolidated Financial Information. Further, there have been adjustments to its prior period financial information.

The company relies on its partner airlines to calculate tax collected at source. Any delay in receiving such amounts from the airlines may have an adverse effect on its business and results of operations.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

The company has experienced net losses for Fiscal 2021. The company has experienced net losses for Fiscal 2021. Any loss in future periods could adversely affect its operations, financial conditions and the trading price of its Equity Shares.

Certain unsecured loans have been availed by it which may be recalled by lenders.

The company may need to seek financing in the future to support its growth strategies. Any failure to raise additional financing could have an adverse effect on its business, results of operations, and cash flows.

An inability to maintain adequate insurance cover in connection with its business may adversely affect the company operations and profitability.

The company is required to comply with certain restrictive covenants under its financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.

Some of its corporate records relating to the transfer of Equity Shares from and to the company Promoters, are not traceable. Accordingly, the reliance has been placed on available documents for disclosure purposes.

Failure to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect its business, financial condition, cash flows and results of operations.

Failure to protect its intellectual property rights could adversely affect the company`s business and its brand.

The company may be subject to intellectual property rights claims by third parties, which could require it to pay significant damages and could limit its ability to use certain technologies.

The company is exposed to the proceedings or claims arising from travel-related accidents or customer misconducts during their travels, the occurrence of which may be beyond its control.

The company does not own title on any of its properties and certain of the company offices, including its Registered and its Corporate Office are located on premises not owned by it and leased tothe company is by certain Promoters and other related parties. If these leases, leave and license agreements or rental deeds are terminated or not renewed on terms acceptable to the company, it could adversely affect its business, financial condition, results of operations, and cash flows.

The company is subject to risks associated with expansion into new businesses or rolling out new product lines.

Demand for travel, and as a result, traffic on its platform, is subject to seasonal fluctuations.

Its business would be adversely affected if the company off-roll independent consultants were classified as employees instead of independent contractors.

While the company has undertaken a bonus issue of Equity Shares in the past, there can be no assurances that the company will undertake a bonus issue of Equity Shares going forward.

After the completion of the Offer, its Promoters along with the Promoter Group will continue to collectively hold substantial shareholding in the Company.

Industry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by it for such purpose.

Certain of its Directors, members of the company Senior Management and Key Managerial Personnel have interests in the Company in addition to their remuneration and reimbursement of expenses.

The average cost of acquisition of Equity Shares by the Selling Shareholders may be less than the Offer Price.

Its ability to pay dividends in the future will depends on the company earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company has in this Red Herring Prospectus included certain non-GAAP financial measures and Key Performance Indicators ("KPIs") that may vary from any standard methodology that is applicable across the travel distribution industry. The company relies on certain assumptions and estimates to calculate such measures, therefore such measures may not be comparable with financial, operational or industry-related statistical information of similar nomenclature computed and presented by other similar companies.

Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of its financial condition.