DRAFT RED HERRING PROSPECTUS

Dated December 24, 2021

(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
Please read section 32 of the Companies Act, 2013
Book Built Offer

TBO TEK LIMITED

Our Company was incorporated as ‘Tek Travels Private Limited’ in New Delhi as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated November 6, 2006, issued by the
Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi (“RoC”). Thereafter, the name of our Company was changed to ‘TBO Tek Private Limited’ and a fresh certificate of incorporation dated
October 22, 2021 was issued by the RoC. Subsequently, our Company was converted into a public limited company and the name of our Company was changed to ‘TBO Tek Limited’ and a fresh certificate of incorporation
dated November 3, 2021 was issued by the RoC. For further details of conversion and change of name of our Company and details of change(s) in the registered office of our Company, see “History and Certain Corporate
Matters” on page 155.

Registered Office: E-78, South Extension Part I, New Delhi – 110 049, India; Corporate Office: Plot No. 728, Udyog Vihar Phase V, Gurugram, Haryana - 122016, India
Telephone: +91 124 499 8999; Contact person: Neera Chandak, Company Secretary and Compliance Officer
E-mail: corporatesecretarial@tbo.com; Website: www.tbo.com; Corporate Identity Number: U74999DL2006PLC155233
PROMOTERS OF OUR COMPANY: ANKUSH NIJHAWAN, GAURAV BHATNAGAR, LAP TRAVEL PRIVATE LIMITED AND MANISH DHINGRA
INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH (“EQUITY SHARES”) OF TBO TEK LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹
[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ 21,000 MILLION COMPRISING A FRESH ISSUE OF UP TO
[●] EQUITY SHARES AGGREGATING UP TO ₹ 9,000 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 12,000
MILLION (“OFFERED SHARES”) BY THE SELLING SHAREHOLDERS (AS DEFINED BELOW), COMPRISING UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 780.49 MILLION BY GAURAV
BHATNAGAR, UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 1,000.00 MILLION BY LAP TRAVEL PRIVATE LIMITED (“LAP TRAVEL”) AND UP TO [●] EQUITY SHARES AGGREGATING
UP TO ₹ 219.51 MILLION BY MANISH DHINGRA (GAURAV BHATNAGAR, LAP TRAVEL AND MANISH DHINGRA, COLLECTIVELY REFERRED TO AS “PROMOTER SELLING
SHAREHOLDERS” ), UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 3,613.97 MILLION BY TBO KOREA HOLDINGS LIMITED (“TBO KOREA”), AND UP TO [●] EQUITY SHARES
AGGREGATING UP TO ₹ 6,386.03 MILLION 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”).

OUR COMPANY AND THE SELLING SHAREHOLDERS MAY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, CONSIDER A PRIVATE PLACEMENT OF UP TO [●] EQUITY
SHARES FOR A CONSIDERATION AGGREGATING UP TO ₹ 1,800 MILLION, AT ITS DISCRETION. (THE “PRE-IPO PLACEMENT”). THE PRE-IPO PLACEMENT WILL BE UNDERTAKEN PRIOR
TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC. IF THE PRE-IPO PLACEMENT IS UNDERTAKEN, THE SIZE OF FRESH ISSUE SHALL BE REDUCED TO THE EXTENT OF
SUCH PRE-IPO PLACEMENT, SUBJECT TO THE OFFER CONSTITUTING AT LEAST [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF EQUITY SHARES IS ₹ 1 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE
DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN [●] EDITIONS OF AN
ENGLISH NATIONAL DAILY NEWSPAPER, [●] AND [●] EDITIONS OF A HINDI NATIONAL DAILY NEWSPAPER, [●] (HINDI ALSO BEING THE REGIONAL LANGUAGE OF NEW DELHI, WHERE
OUR REGISTERED OFFICE IS LOCATED) EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE
TO BSE LIMITED (“BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH THE BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF
UPLOADING ON THEIR RESPECTIVE WEBSITES.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working
Days. In cases of force majeure, banking strike or similar circumstances, our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, may for reasons to be recorded in writing, extend
the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Book Running Lead Managers and at the terminals of the Syndicate Members
and by intimation to Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank, as applicable.
This Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). The Offer is being made in accordance with Regulation 6(2) of the SEBI ICDR Regulations and through a book building process
wherein not less than 75% of the Offer shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”). Our Company and the Selling Shareholders may, in consultation
with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), out of which at least
one-third shall be reserved for allocation to domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI
ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion (defined hereinafter). However, if the aggregate demand
from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors,
including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not
less than 10% of the Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential
Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account (including UPI ID (defined
hereinafter) in case of RIBs) in which the corresponding Bid Amounts will be blocked by the SCSBs, or under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate in
the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 346.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share is ₹ 1. The Floor Price, Cap Price and Offer Price (determined by
our Company and the Selling Shareholders in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, and on the basis of the assessment of market demand for the Equity Shares
by way of the Book Building Process as stated in “Basis for Offer Price” on page 93) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given
regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and prospective investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Prospective
investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, prospective investors must rely on their own examination of our Company and the
Offer, including the risks involved. The Equity Shares in the Offer have neither been recommended, nor approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy
of the contents of this Draft Red Herring Prospectus. Specific attention of the prospective investors is invited to “Risk Factors” on page 29.
ISSUER’S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the
context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein
are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. Further, each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms only statements expressly made by such Selling Shareholder in this Draft Red Herring Prospectus solely in
relation to itself and its Offered Shares and assume responsibility that such statements are true and correct in all material respects and not misleading in any material respect.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity
Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to
the RoC for filing in accordance with Section 26(4) and Section 32 of the Companies Act. For details of the material contracts and documents that will be available for inspection from the date of the Red Herring Prospectus
up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 372.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Axis Capital Limited Credit Suisse Securities (India) Private Jefferies India Private Limited JM Financial Limited KFin Technologies Private Limited
1st Floor, Axis House Limited 42/43, 2 North Avenue Maker Maxity 7th Floor, Cnergy Selenium, Tower B, Plot No. - 31 and 32
C-2 Wadia International Center Ceejay House, 9th Floor, Bandra-Kurla Complex Appasaheb Marathe Marg Financial District
Pandurang Budhkar Marg, Worli Plot F, Shivsagar Estate Bandra (East), Mumbai 400 051 Prabhadevi Nanakramguda, Serilingampally
Mumbai – 400 025 Dr. Annie Besant Road Maharashtra, India Mumbai 400025 Hyderabad, Rangareddi 500 032
Maharashtra, India Worli, Mumbai 400018 Tel: +91 22 4356 6000 Maharashtra, India Telangana, India
Telephone: +91 22 4325 2183 Maharashtra, India E-mail: tbo.ipo@jefferies.com Tel: +91 22 6630 3030 Tel: +91 40 6716 2222
E-mail: tbo.ipo@axiscap.in Tel: +91 22 6777 3885 Investor grievance e-mail: E-mail: tektravels@jmfl.com E-mail: tbotek.ipo@kfintech.com
Website: www.axiscapital.co.in E-mail: list.tbo@credit-suisse.com jipl.grievance@jefferies.com Investor Grievance E-mail: Website: www.kfintech.com
Investor grievance e-mail: Investor Grievance E-mail: list.igcellmer- Website: www.jefferies.com grievance.ibd@jmfl.com Investor grievance e-mail:
complaints@axiscap.in bnkg@credit-suisse.com Contact Person: Aman Puri Website: www.jmfl.com einward.ris@kfintech.com
Contact Person: Akash Aggarwal/Harish Patel Website: SEBI Registration No: INM000011443 Contact Person: Prachee Dhuri Contact person: M Muralikrishna
SEBI registration no.: INM000012029 www.credit-suisse.com SEBI Registration No.: INM000010361 SEBI Registration Number: INR000000221
Contact Person: Sanya Mittal
SEBI Registration No.: INM000011161
BID/OFFER PROGRAMME
BID/OFFER OPENS ON* [●]
BID/OFFER CLOSES ON** [●]
*
Our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day
prior to the Bid/Offer Opening Date.
**
Our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
 Management Organisation Chart
OUR BOARD OF DIRECTORS

Ravindra Dhariwal Ankush Nijhawan Gaurav Bhatnagar Udai Dhawan

(Chairman and Independent (Co-Founder, Joint MD) (Co-Founder, Joint MD) (Non-Executive Nominee
Director) Director)

Bhaskar Pramanik Rahul Bhatnagar Anuranjita Kumar

(Independent Director) (Independent Director) (Independent Director)

OUR MANAGEMENT TEAM

Vikas Jain Neeraj Gera Dr. Shakti Goel Aarish Khan

(Chief Financial Officer) (President for International (Chief Data and Analytical (Chief Commercial Officer for
Business) Officer) India Business)

Martin Jones V. K. Balaji Neera Chandak Sandyp Bhattacharya

(Global Director – Sourcing) (General Manager and Chief (Company Secretary and (Chief People Officer)
Strategy Officer – Compliance Officer)
International Business)

Pradeep Paliwal
(Chief Product Technology
Officer)

180