TBO Tek Limited , a leading travel technology company, has announced a significant expansion into the North American luxury travel market with the acquisition of Classic Vacations for $125 million. The deal, expected to close in the first week of October 2025, marks a strategic move for TBO Tek to strengthen its position in the global travel industry.

Acquisition Details

The acquisition of Classic Vacations, a premier B2B2C luxury travel company serving US travel advisors, will be funded through a combination of TBO Tek's internal cash reserves and a $70 million term debt from Standard Chartered Bank. This strategic move will give TBO Tek 100% ownership of Classic Vacations, opening up new opportunities in the lucrative North American travel market.

About Classic Vacations

Classic Vacations has established itself as a key player in the luxury travel sector with:

• Over 135,000 registered advisors
• $475.71 million in gross bookings for FY24
• $11.2 million operating EBITDA in FY24
• Specialization in luxury travel to Hawaii, Mexico, Caribbean Islands, and Europe
• A business model split between FIT (66%) and Groups (34%)

Strategic Implications

The acquisition is set to create significant synergies for both companies:

1. Market Access: TBO Tek gains entry into the North American luxury travel market and valuable consortia relationships.
2. Technology Integration: Classic Vacations will benefit from TBO's advanced technology platform and extensive hotel supply network.
3. Expanded Reach: The combined entity will boast over $600 million in US business from approximately 12,000 buyers.

Financial Structure

According to the investor presentation disclosed by TBO Tek:

• The $125 million purchase consideration is subject to closing adjustments.
• Funding includes internal cash reserves and a $70 million term debt from Standard Chartered Bank.
• The term debt has a 4-year tenor with a 12-month moratorium on principal repayment.

Business Comparison

Looking Ahead

The acquisition of Classic Vacations represents a significant milestone for TBO Tek as it seeks to expand its global footprint. By leveraging Classic Vacations' strong presence in the US luxury travel market and its own technological capabilities, TBO Tek is positioning itself for growth in the high-value luxury travel segment.

As the travel industry continues to evolve, this strategic move by TBO Tek demonstrates the company's commitment to enhancing its service offerings and market presence, potentially setting the stage for further expansion and innovation in the global travel technology sector.

TBO Tek Limited has encountered a regulatory hurdle as the Reserve Bank of India (RBI) declined to grant post-facto approval for payments totaling ₹712.25 million made through third parties. This development marks a significant challenge for the travel technology company as it navigates compliance issues with India's central bank.

RBI's Decision

According to a disclosure made by TBO Tek under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements, the company received communication from its Authorized Dealer (AD) Banker on September 3, 2025. The message conveyed that the RBI has not acceded to the post-facto approval sought by TBO Tek for the receipt of payments amounting to ₹712.25 million through third parties or an Indian entity on behalf of a person resident outside India.

Company's Response

In light of this development, TBO Tek stated that it is currently evaluating the available options to determine the appropriate course of action. The company emphasized its commitment to complying with all applicable laws and regulations. Neera Chandak, Company Secretary of TBO Tek, assured stakeholders that the company will continue to keep the Stock Exchanges informed of any material developments regarding this matter.

Background

This issue traces back to at least April 8, 2025, when TBO Tek had initially disclosed its application to the RBI seeking post-facto approval for these third-party payments. The recent communication from the RBI, refusing this approval, puts the company in a position where it must carefully consider its next steps to address the regulatory concerns.

Implications

The RBI's decision not to grant post-facto approval for such a substantial amount could have significant implications for TBO Tek's financial operations and compliance status. It underscores the importance of adherence to regulatory norms in international financial transactions, particularly for companies dealing with cross-border payments.

As TBO Tek consults with its advisors and evaluates its options, investors and stakeholders will be keenly watching for the company's next moves and any potential impact on its business operations or financial standing. The travel technology sector, in which TBO Tek operates, often involves complex international transactions, making regulatory compliance a critical aspect of business operations.

TBO Tek Limited, with its registered office in New Delhi and corporate office in Gurgaon, continues to operate in the travel technology space, offering booking experiences through its platform at www.tbo.com . As this situation unfolds, the company's ability to navigate these regulatory challenges will be crucial for maintaining investor confidence and ensuring smooth business operations.