Integrated Filing-Governance



General information about company

Scrip Code 544174
NSE Symbol TBOTEK
MSEI Symbol NOTLISTED
ISIN INE673O01025
Name of the entity TBO Tek Limited
Date of start of financial year 01-Apr-2024
Date of end of financial year 31-Mar-2025
Reporting Quarter Quarterly
Date of Quarter Ending 31-Dec-2024
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity The relevant disclosures have already been filed with the stock exchanges during the quarter ended December 31 2024.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? Yes
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? Yes
Risk management committee
Market Capitalisation as per immediate previous Financial Year Any other
Is SCORE ID Available ? Yes
SCORE Registration ID comt00574
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)
Remarks for Exchange (not for Website Dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory To keep the consistent disclosure approach for both the stock exchanges in alignment with the FAQs released by NSE and its format of CG Report he number of chairmanship held in Audit and Stakeholders relationship committee includes all public companies whether listed or not. Since Mr. Udai Dhawan ceased to be a director of the Company w.e.f. the close of business hours on December 3 2024 his directorship and committee chairmanship/ membership details in other companies have not been mentioned.
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. Ravindra Dhariwal ADPPD1049Q 00003922 Non-Executive - Independent Director Chairperson 11-Sep-1952 No Active NA 24-Nov-2021 24-Nov-2021 37 5 2 5 2
2 Mr. Ankush Nijhawan AADPN3831H 01112570 Executive Director Not Applicable MD 24-Oct-1977 No Active NA 12-Mar-2007 1 0 1 0
3 Mr. Gaurav Bhatnagar AFIPB4242A 00446482 Executive Director Not Applicable MD 12-Aug-1979 No Active NA 06-Nov-2006 1 0 1 0
4 Mr. Udai Dhawan AAFPD8085P 03048040 Non-Executive - Nominee Director Not Applicable 17-Jan-1973 No Active NA 07-Sep-2018 03-Dec-2024 0 0 0 0
5 Ms. Anuranjita Kumar AAEPK6948B 05283847 Non-Executive - Independent Director Not Applicable 02-Nov-1971 No Active NA 24-Nov-2021 24-Nov-2021 37 3 3 4 2
6 Mr. Bhaskar Pramanik ACAPP6936A 00316650 Non-Executive - Independent Director Not Applicable 20-Mar-1951 No Active NA 24-Nov-2021 24-Nov-2021 37 1 1 1 0
7 Mr. Rahul Bhatnagar AADPB7374B 07268064 Non-Executive - Independent Director Not Applicable 29-Mar-1958 No Active NA 24-Nov-2021 24-Nov-2021 37 4 4 4 4
8 Mr. Shantanu Rastogi AGDPR8472J 06732021 Non-Executive - Nominee Director Not Applicable 26-Mar-1979 No Active NA 12-Nov-2024 2 0 2 0
9 Mr. Akshat Verma ACBPV3482E 10838493 Executive Director Not Applicable 01-Jan-1979 No Active NA 16-Nov-2024 1 0 1 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 07268064 Rahul Bhatnagar Non-Executive - Independent Director Chairperson 24-Nov-2021
2 05283847 Anuranjita Kumar Non-Executive - Independent Director Member 24-Nov-2021
3 00316650 Bhaskar Pramanik Non-Executive - Independent Director Member 24-Nov-2021
4 00003922 Ravindra Dhariwal Non-Executive - Independent Director Member 24-Nov-2021
5 01112570 Ankush Nijhawan Executive Director Member 24-Nov-2021
6 00446482 Gaurav Bhatnagar Executive Director Member 24-Nov-2021



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00316650 Bhaskar Pramanik Non-Executive - Independent Director Chairperson 12-Nov-2024
2 00003922 Ravindra Dhariwal Non-Executive - Independent Director Member 24-Nov-2021
3 06732021 Shantanu Rastogi Non-Executive - Nominee Director Member 12-Nov-2024
4 05283847 Anuranjita Kumar Non-Executive - Independent Director Chairperson 24-Nov-2021 12-Nov-2024
5 07268064 Rahul Bhatnagar Non-Executive - Independent Director Member 24-Nov-2021 12-Nov-2024
6 03048040 Udai Dhawan Non-Executive - Nominee Director Member 24-Nov-2021 12-Nov-2024



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 05283847 Anuranjita Kumar Non-Executive - Independent Director Chairperson 16-Nov-2024
2 03048040 Udai Dhawan Non-Executive - Nominee Director Member 16-Nov-2024 03-Dec-2024
3 10838493 Akshat Verma Executive Director Member 16-Nov-2024
4 00316650 Bhaskar Pramanik Non-Executive - Independent Director Chairperson 24-Nov-2021 16-Nov-2024
5 01112570 Ankush Nijhawan Executive Director Member 24-Nov-2021 16-Nov-2024
6 00446482 Gaurav Bhatnagar Executive Director Member 24-Nov-2021 16-Nov-2024



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00446482 Gaurav Bhatnagar Executive Director Chairperson 26-Nov-2021
2 01112570 Ankush Nijhawan Executive Director Member 26-Nov-2021
3 10838493 Akshat Verma Executive Director Member 16-Nov-2024
4 07268064 Rahul Bhatnagar Non-Executive - Independent Director Member 26-Nov-2021
5 00000000 Vikas Jain Chief Financial Officer Member 26-Nov-2021
6 00000000 Anil Berera President Strategy Member 16-Nov-2024
7 00000000 Neera Chandak Company Secretary and Compliance Officer Member 26-Nov-2021
8 00003922 Ravindra Dhariwal Non-Executive - Independent Director Member 26-Nov-2021 12-Nov-2024
9 00316650 Bhaskar Pramanik Non-Executive - Independent Director Member 26-Nov-2021 12-Nov-2024



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 13-Aug-2024 Yes 7 7 4
2 12-Nov-2024 90 Yes 8 7 4



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory In case of the RMC meeting held on September 26 2024 the number of days in fourth column has been auto populated. Further the said meeting was adjourned and the adjourned meeting was held on November 11 2024.
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 13-Aug-2024 Yes 6 6 4 0
2 Audit Committee 12-Nov-2024 90 Yes 6 6 4 0
3 Nomination and remuneration committee 11-Nov-2024 Yes 4 3 3 0
4 Stakeholders Relationship Committee 13-Aug-2024 Yes 3 3 1 0
5 Risk Management Committee 26-Sep-2024 43 Yes 5 5 3 2



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee No
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here: Due to the immediate resignation of Mr. Udai Dhawan effective from December 3 2024 the composition of Stakeholders Relationship Committee needs to be reconstituted and the same will be placed before the Board in the ensuing Board meeting in compliance with Regulation 20 of SEBI Listing Regulations.



Annexure 1
Sr Subject Compliance status
1 Name of signatory Neera Chandak
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Signatory Details
Name of signatory Neera Chandak
Designation of person Company Secretary and Compliance Officer
Place Gurugram
Date 13-Feb-2025


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 0
No. of investor complaints disposed off during the Quarter 0
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1 Metropolitan Magistrate Traffic Court-IV Bengaluru An order was issued for the payment of fine amounting to INR 13000 14-Jan-2024 Violation under Sec 25 R9, Sec 25 R21, Sec 13(A) and Sec20(2) of Payment of Wages Act Not Applicable
2 Metropolitan Magistrate Traffic Court-IV Bengaluru An order was issued for the payment of fine amounting to INR 27000 14-Jan-2024 Violation under Sec 13 R 30(J), R23, R30, Sec 18(1), R29(5), 29(B)(1), Sec 18(1), R29(1), 29(B)(1), Sec 18(3), R 29(2), R (29)(B)(1), Sec 22A of Minimum Wages Act Not Applicable
3 Metropolitan Magistrate Traffic Court-IV Bengaluru An order was issued for the payment of fine amounting to INR 5000 14-Jan-2024 Violation under Sec 8 Rule 6, Sec 10(A)(1)(B) of Equal Remuneration Act Not Applicable


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute
1 Commissioner of Goods and Service Tax, Central tax Commissionerate, Gurgaon 31-Dec-2018 The issue is wrt applicability of service tax on credit card cash back income for the period FY 2013-14, 2014-15 and from April 2015 to June 2017. The department has filed an appeal before Customs, Excise and Service Tax Appellate Tribunal, Chandigarh against the favourable order received from Commissioner Central Tax GST, Gururgarn. The Company awaits hearing from the CESTAT, Chandigarh on this matter.
2 Principal Commissioner, Central Goods and Service tax, Gurugram 11-Jun-2021 The issue is wrt applicability of service tax on the following for the period FY 2015-16, 2016-17 and upto June 2017: a) Commission/ Incentive (GDS/CRS) income - INR 58.03 Mn b) Income in lieu of no show of passengers in case of air travel - INR 20.02 Mn c) Income in the form of liabilities written back - INR 12.28 Mn. In relation to first two matters, the department has filed an appeal before CESTAT Chandigarh against the favourable order received from Principal Commissioner of GST. In relation to the third matter, the Company has filed an appeal before CESTAT Chandigarh against the order of Principal Commissioner of GST. The Company awaits hearing from the CESTAT, Chandigarh on this matter.