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TBO Tek Ltd IPO

Status:

Overview

IPO date
08 May 2024 to 10 May 2024
Face value
₹ 1 per share
Price
₹ 875 to ₹920 per share
Issue Size
16,856,623 shares
(aggregating up to ₹ 1550.81 Cr)
Allotment Date
13 May 2024
Listing at
NSE
Issue type
Book Building
Sector

Objectives of TBO Tek Ltd IPO

Initial public offer of 16,856,623* equity shares of face value of Re. 1 each ("Equity Shares") of Tbo Tek Limited ("Company" or "Issuer") for cash at a price of Rs. 920 per equity share (including a share premium of Rs. 919 per equity share) ("Offer Price") aggregating to Rs. 1550.81 crores* comprising a fresh issue of 4,347,826* equity shares aggregating to Rs. 400.00 crores by the company ("Fresh Issue") and an offer for sale of 12,508,797* equity shares aggregating Rs. 1150.81 crores* ("Offered Shares") by the selling shareholders (as defined below), comprising 2,033,944* equity shares aggregating to Rs. 187.12 crores* by Gaurav Bhatnagar, 2,606,000* equity shares aggregating to Rs. 239.75 crores* by Lap Travel Private Limited ("Lap Travel") and 572,056* equity shares aggregating to Rs. 52.63 crores* by Manish Dhingra (Gaurav Bhatnagar, Lap Travel and Manish Dhingra, collectively referred to as "Promoter Selling Shareholders" ), 2,637,040* equity shares aggregating to Rs. 242.61 crores* by Tbo Korea Holdings Limited ("Tbo Korea"), and 4,659,757* equity shares aggregating to Rs. 428.69* crores by Augusta Tbo (Singapore) Pte. Ltd. ("Augusta Tbo", and together with Tbo Korea, the "Investor Selling Shareholders") (the promoter selling shareholders and investor selling shareholders together referred to as the "Selling Shareholders") ("Offer for Sale", and together with the fresh issue, the "Offer"). The offer includes a reservation of 32,608* equity shares (constituting 0.03%* of the post-offer paid-up equity share capital of the company) aggregating to Rs. 3.00 crores* for subscription by eligible employees (as defined hereinafter) (the "Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer will constitute 15.52%* and 15.49%* of its post-offer paid-up equity share capital, respectively. The face value of equity shares is Re. 1 each and the offer price is 920 times the face value of the equity shares. *Subject to finalisation of basis of allotment.

TBO Tek Ltd IPO Strategy

  • Expand Buyer and Supplier base.
  • Continue to amplify the value of its platform.
  • Grow its operations through selective acquisitions.
  • Use data as a corporate currency.

About TBO Tek Ltd

TBO Tek Limited was incorporated as Tek Travels Private Limited on November 6, 2006, at New Delhi. The Company name changed to TBO Tek Private Limited' on October 22, 2021. Thereafter, it got converted into a Public Company and the name of the Company changed to TBO Tek Limited' vide a fresh Certificate of Incorporation on November 3, 2021 by RoC. The Company is one of the leading global travel distribution platforms. The Company simplify business of travel for Suppliers and Buyers such as hotels, airlines, car rentals, transfers, cruises, insurance, rail and others and buyers that includes, retail buyers such as travel agencies and independent travel advisors and enterprise buyers including, tour operators, travel management companies, online travel companies, super-apps and loyalty apps through two-sided technology platform that enables Suppliers and Buyers to transact seamlessly with each other. The Company classify Buyers into two broad categories Retail Buyers are typically small businesses such as travel agencies or travel advisors operating independently. They use retail selling platform to search, book and pay for global travel supply. On the other hand, Enterprise Buyers comprise of large travel businesses such as tour operators, travel management companies and online travel agencies, as well as digital native businesses such as ecommerce portals and super apps. Enterprise buyers usually use XML or JSON APIs to transact through their platform. The Company operate a unified platform to book holiday packages for various destinations in real-time. Each component of the travel package can be customized according to the need of customer and are booked instantly. It offer real-time package prices with availability and selection of various hotels and sightseeing options. Buyers are able to get instant confirmation of the package booked. Buyers are also able to create their own marketing material to distribute further to their customer base. The mid-2000s saw the birth of India's three leading low-cost carriers. Within a span of less than two years, Spicejet, Go Air and Indigo airlines launched their operations, which led to an unprecedented aviation boom in the domestic aviation market. In 2006, the Company conceptualized the TBO platform as a a technology tool to simplify the process for travel agents o book airline tickets across multiple airlines. In 2007 the Company issued its first ticket on the portal; In 2012, MIH India Holdings Limited (Naspers) acquired stake in the Company; In 2021, the platform processed a transaction approximately every three seconds. The Company had acquired travel business including intellectual property, goodwill, insurance policies etc. from Gemini Tours and Travels. In 2021, the Company launched Zamzam, an online portal for completing the full process of Umrah booking; launched a software-as-a-solution based platform, 'Paxes' for corporates and TMCs to manage business travel globally. The Company in 2021, launched RailEurope and TBO Marine business; in 2022, it launched DMC brand Kizan in Saudi Arabia to focus on travel destination. General Atlantic acquired a minority stake in the Company in 2023. The Company raised money from public through IPO aggregating the issuance of 16,856,623 Equity Shares aggregating Rs 1550.8 Crore, comprising a Fresh Issue of 4,347,826 Equity Shares aggregating to Rs 400 Crore and 12,508,797 Equity Shares aggregating to Rs 1150.8 Crore through Offer for Sale in May, 2024.

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T&C*

Strengths vs Risks of TBO Tek Ltd

Know the pros & cons

Strengths

  • arrowPlatform creating network effect with interlinked flywheels to enhance value proposition for partners.
  • arrowModular and scalable proprietary technology platform allowing addition of new lines of business, markets, and travel products
  • arrowAbility to generate and leverage large data assets.
  • arrowData driven decision making across the enterprise.
  • arrowFounders' led company supported by experienced professional management team with deep travel and technology expertise.
  • arrowCapital efficient business model with a combination of sustainable growth.

Risks

  • arrowIts 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.
  • arrowIts 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.
  • arrowThe 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.
  • arrowThe 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.
  • arrowThe 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.
  • arrowThe 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.
  • arrowThe company operates in a highly competitive industry and its inability to compete effectively may adversely affect its business and results of operations.
  • arrowThe 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.
  • arrowFailures of the third-party data center hosting facilities could impair the delivery of its services and solutions and adversely affect the company's business.
  • arrowIts 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.
  • arrowA 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.
  • arrowThe company is subject to risks related to online payment methods which may affect its business, brand, results of operations and financial condition.
  • arrowThe 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.
  • arrowIf 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.
  • arrowIf 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.
  • arrowThe 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.
  • arrowThe 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.
  • arrowIts international operations are subject to risks that are specific to each country and region in which the company operates.
  • arrowIts 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.
  • arrowThe company is exposed to credit risk from its Suppliers and its Buyers and the recoverability of its trade receivables is subject to uncertainties.
  • arrowThe company may incur costs, including those not within its control, which the company may not be able to pass on to its Buyers.
  • arrowThere 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.
  • arrowExchange rate fluctuations may adversely affect its results of operations as majority portion of its revenues and are denominated in foreign currencies.
  • arrowThe 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.
  • arrowIts inability to effectively manage the company growth strategies may have an adverse effect on its business and prospects.
  • arrowThe company is subject to uploading, mapping and rate loading errors, which could adversely affect its business, reputation, and results of operations.
  • arrowInability to maintain adequate internal controls may affect its ability to effectively manage the company operations, resulting in errors or information lapses.
  • arrowThe company is subject to risks associated with expansion into new geographic regions.
  • arrowIts 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.
  • arrowThe 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.
  • arrowIts use of open source software could adversely affect the company ability to offer its products and services and subject it to possible litigation.
  • arrowAny 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.
  • arrowIf 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.
  • arrowThe company may be subject to different rules under different standards in relation to compliance with payment methods.
  • arrowConsolidation in the Indian aviation industry may have a material adverse impact on its business and results of operations.
  • arrowIncrease 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.
  • arrowCompetition 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.
  • arrowNew age travel distribution platforms such as the Company are subject to various risks and challenges in the travel and tourism industry.
  • arrowIts funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency.
  • arrowIts 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.
  • arrowIts 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.
  • arrowThe 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.
  • arrowThe 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.
  • arrowThe 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.
  • arrowCertain unsecured loans have been availed by it which may be recalled by lenders.
  • arrowThe 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.
  • arrowAn inability to maintain adequate insurance cover in connection with its business may adversely affect the company operations and profitability.
  • arrowThe 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.
  • arrowSome 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.
  • arrowFailure 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.
  • arrowFailure to protect its intellectual property rights could adversely affect the company's business and its brand.
  • arrowThe 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.
  • arrowThe 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.
  • arrowThe 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.
  • arrowThe company is subject to risks associated with expansion into new businesses or rolling out new product lines.
  • arrowDemand for travel, and as a result, traffic on its platform, is subject to seasonal fluctuations.
  • arrowIts business would be adversely affected if the company off-roll independent consultants were classified as employees instead of independent contractors.
  • arrowWhile 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.
  • arrowAfter the completion of the Offer, its Promoters along with the Promoter Group will continue to collectively hold substantial shareholding in the Company.
  • arrowIndustry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by it for such purpose.
  • arrowCertain 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.
  • arrowThe average cost of acquisition of Equity Shares by the Selling Shareholders may be less than the Offer Price.
  • arrowIts 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.
  • arrowThe 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.
  • arrowSignificant 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.

TBO Tek Ltd Peer Comparison

Understand the company’s industry standing

TBO Tek Ltd
Rategain Travel Technologies Ltd
Face Value
1
1
Standalone / Consolidated
Consolidated
Consolidated
Total Income Rs. Cr.
1064.587
565.128
EPS-Basis
14.21
6.29
EPS-Diluted
14.07
6.33
NAV Per Share
33.22
65.67
P/E-Basic EPS
65.39
113.31
P/E-Diluted EPS
---
---
RONW(%)
44.04
9.64
Latest NAV Period
---
---
Latest NAV
---
---
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The IPO opens on 08 May 2024 & closes on 10 May 2024.

TBO Tek Limited was incorporated as Tek Travels Private Limited on November 6, 2006, at New Delhi. The Company name changed to TBO Tek Private Limited' on October 22, 2021. Thereafter, it got converted into a Public Company and the name of the Company changed to TBO Tek Limited' vide a fresh Certificate of Incorporation on November 3, 2021 by RoC. The Company is one of the leading global travel distribution platforms. The Company simplify business of travel for Suppliers and Buyers such as hotels, airlines, car rentals, transfers, cruises, insurance, rail and others and buyers that includes, retail buyers such as travel agencies and independent travel advisors and enterprise buyers including, tour operators, travel management companies, online travel companies, super-apps and loyalty apps through two-sided technology platform that enables Suppliers and Buyers to transact seamlessly with each other. The Company classify Buyers into two broad categories Retail Buyers are typically small businesses such as travel agencies or travel advisors operating independently. They use retail selling platform to search, book and pay for global travel supply. On the other hand, Enterprise Buyers comprise of large travel businesses such as tour operators, travel management companies and online travel agencies, as well as digital native businesses such as ecommerce portals and super apps. Enterprise buyers usually use XML or JSON APIs to transact through their platform. The Company operate a unified platform to book holiday packages for various destinations in real-time. Each component of the travel package can be customized according to the need of customer and are booked instantly. It offer real-time package prices with availability and selection of various hotels and sightseeing options. Buyers are able to get instant confirmation of the package booked. Buyers are also able to create their own marketing material to distribute further to their customer base. The mid-2000s saw the birth of India's three leading low-cost carriers. Within a span of less than two years, Spicejet, Go Air and Indigo airlines launched their operations, which led to an unprecedented aviation boom in the domestic aviation market. In 2006, the Company conceptualized the TBO platform as a a technology tool to simplify the process for travel agents o book airline tickets across multiple airlines. In 2007 the Company issued its first ticket on the portal; In 2012, MIH India Holdings Limited (Naspers) acquired stake in the Company; In 2021, the platform processed a transaction approximately every three seconds. The Company had acquired travel business including intellectual property, goodwill, insurance policies etc. from Gemini Tours and Travels. In 2021, the Company launched Zamzam, an online portal for completing the full process of Umrah booking; launched a software-as-a-solution based platform, 'Paxes' for corporates and TMCs to manage business travel globally. The Company in 2021, launched RailEurope and TBO Marine business; in 2022, it launched DMC brand Kizan in Saudi Arabia to focus on travel destination. General Atlantic acquired a minority stake in the Company in 2023. The Company raised money from public through IPO aggregating the issuance of 16,856,623 Equity Shares aggregating Rs 1550.8 Crore, comprising a Fresh Issue of 4,347,826 Equity Shares aggregating to Rs 400 Crore and 12,508,797 Equity Shares aggregating to Rs 1150.8 Crore through Offer for Sale in May, 2024.

TBO Tek Ltd IPO will close on 10 May 2024.

  • 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.

S.No Promoters Name Pre Issue Shares Pre Issue Percentage Post Issue Shares Post Issue Percentage
1 Ankush Nijhawan 651503 0.63 651503 0.6
2 Gaurav Bhatnagar 20851958 20 18818014 17.33
3 Lap Travel Pvt Ltd 26065160 25 23459160 21.6
4 Manish Dhingra 5864705 5.63 5292649 4.87

  • 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.

The Issue type of TBO Tek Ltd is Book Building.

The minimum application for shares of TBO Tek Ltd is 16.

The total shares issue of TBO Tek Ltd is 16856623.

Initial public offer of 16,856,623* equity shares of face value of Re. 1 each ("Equity Shares") of Tbo Tek Limited ("Company" or "Issuer") for cash at a price of Rs. 920 per equity share (including a share premium of Rs. 919 per equity share) ("Offer Price") aggregating to Rs. 1550.81 crores* comprising a fresh issue of 4,347,826* equity shares aggregating to Rs. 400.00 crores by the company ("Fresh Issue") and an offer for sale of 12,508,797* equity shares aggregating Rs. 1150.81 crores* ("Offered Shares") by the selling shareholders (as defined below), comprising 2,033,944* equity shares aggregating to Rs. 187.12 crores* by Gaurav Bhatnagar, 2,606,000* equity shares aggregating to Rs. 239.75 crores* by Lap Travel Private Limited ("Lap Travel") and 572,056* equity shares aggregating to Rs. 52.63 crores* by Manish Dhingra (Gaurav Bhatnagar, Lap Travel and Manish Dhingra, collectively referred to as "Promoter Selling Shareholders" ), 2,637,040* equity shares aggregating to Rs. 242.61 crores* by Tbo Korea Holdings Limited ("Tbo Korea"), and 4,659,757* equity shares aggregating to Rs. 428.69* crores by Augusta Tbo (Singapore) Pte. Ltd. ("Augusta Tbo", and together with Tbo Korea, the "Investor Selling Shareholders") (the promoter selling shareholders and investor selling shareholders together referred to as the "Selling Shareholders") ("Offer for Sale", and together with the fresh issue, the "Offer"). The offer includes a reservation of 32,608* equity shares (constituting 0.03%* of the post-offer paid-up equity share capital of the company) aggregating to Rs. 3.00 crores* for subscription by eligible employees (as defined hereinafter) (the "Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer will constitute 15.52%* and 15.49%* of its post-offer paid-up equity share capital, respectively. The face value of equity shares is Re. 1 each and the offer price is 920 times the face value of the equity shares. *Subject to finalisation of basis of allotment.