Travel Food Services Limited (TFSL) has announced significant changes to its corporate governance structure following a successful postal ballot. Shareholders overwhelmingly approved amendments to the company's Articles of Association, granting specific nomination rights to major stakeholders.

New Director Nomination Rights

The special resolution introduces Articles 104A and 104B to TFSL's Articles of Association. These additions bestow director nomination rights upon two key entities:

1. SSP Asia Pacific Holdings Limited
2. Kapur Family Trust

Each entity now has the authority to nominate up to two directors to TFSL's board, subject to maintaining certain shareholding thresholds.

Shareholding Thresholds and Nomination Rights

The newly approved amendments establish a tiered system for nomination rights based on shareholding percentages:

This structure ensures that the nomination rights are proportional to the stakeholders' investment in the company.

Extension to Board Committees

The nomination rights extend beyond the main board to include various board committees, enhancing the influence of these major stakeholders in the company's decision-making processes.

Shareholder Approval Details

The postal ballot results revealed strong support for the amendments:

• 95.65% of the total valid votes were cast in favor of the resolution.
• 118,457,573 votes supported the changes, while 5,387,469 votes were against.

Additional Resolutions Passed

In the same postal ballot, shareholders also approved two other special resolutions:

1. Ratification of the Travel Food Services - Employee Stock Option Plan
2. Extension of the Employee Stock Option Plan benefits to employees of group companies, including subsidiaries, associates, and holding companies

Both these resolutions received over 96% votes in favor, demonstrating strong shareholder support for the company's employee incentive programs.

Implications for Corporate Governance

These amendments mark a significant shift in TFSL's corporate governance structure, potentially allowing for more direct representation of major stakeholders on the board. The changes aim to align the company's leadership more closely with its significant shareholders while maintaining a balance through the shareholding thresholds.

As Travel Food Services Limited implements these changes, stakeholders will be watching closely to see how the new nomination rights impact the company's strategic direction and decision-making processes in the future.

Travel Food Services Limited , a prominent player in the travel food industry, has taken a significant step towards international expansion by establishing a new subsidiary in Indonesia. The company announced the incorporation of PT Travel Food Services Indonesia, a step-down subsidiary located in South Jakarta, on September 23, 2025.

Key Details of the New Subsidiary

• Name: PT Travel Food Services Indonesia
• Location: South Jakarta, Indonesia
• Incorporation Date: September 23, 2025
• Authorized Capital: IDR 10.00 billion (ten billion Indonesian Rupiah)
• Share Structure: 10,000 shares with a nominal value of IDR 1.00 million each

Ownership Structure

The new subsidiary is primarily owned by Travel Food Services Worldwide – FZCO, a wholly-owned subsidiary of Travel Food Services Limited. The ownership structure is as follows:

• Travel Food Services Worldwide – FZCO: 99.99% shareholding
• Remaining shareholdings: As per Indonesian law requirements

Strategic Objectives

The establishment of PT Travel Food Services Indonesia aligns with the company's strategy to explore new opportunities in the travel food sector. Specifically, the subsidiary aims to:

1. Explore opportunities for operating outlets at travel locations in Indonesia
2. Expand the company's presence in the Southeast Asian market
3. Capitalize on the growing travel and tourism industry in Indonesia

Regulatory Compliance

Travel Food Services Limited has duly informed the stock exchanges about this development, in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Next Steps

While the subsidiary has been incorporated, the share subscription process is yet to be completed. The company stated that the subscription will be carried out in accordance with local Indonesian requirements. This approach ensures compliance with both Indian and Indonesian regulations governing foreign investments and subsidiary operations.

Travel Food Services Limited's expansion into Indonesia marks a significant milestone in its international growth strategy. As the travel industry continues to recover and grow post-pandemic, this move positions the company to capture new opportunities in one of Southeast Asia's largest and most dynamic markets.