Your Directors have immense pleasure in presenting the 19th Annual Report of Travel Food Services Limited (formerly known as Travel Food Services Private Limited) (the "Company" or "TFS"), being the first Board's Report following the listing of the Company's equity shares pursuant to its Initial Public Offering. This Report provides a comprehensive review of the Company's performance, together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026.
OVERVIEW OF FINANCIAL PERFORMANCE
The Company's financial performance (standalone and consolidated) for the year ended March 31, 2026 is summarised below:
|
Particulars
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Standalone
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Consolidated
|
|
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from operations
|
13,021.42
|
12,141.56
|
16,477.96
|
16,877.39
|
|
Other income
|
1,003.64
|
906.22
|
948.47
|
749.70
|
|
Total Income
|
14,025.06
|
13,047.78
|
17,426.43
|
17,627.09
|
|
Total Expenditure
|
9,120.81
|
9,049.30
|
12,135.83
|
13,056.47
|
|
Profit before share of profit of associates and joint ventures, and income taxes
|
4,904.25
|
3,998.48
|
5,290.60
|
4,570.62
|
|
Share of profit of associates and joint ventures, net of tax
|
-
|
-
|
663.98
|
472.73
|
|
Profit before Tax
|
4,904.25
|
3,998.48
|
5,954.58
|
5,043.35
|
|
Tax Expenses
|
1,228.53
|
999.35
|
1,431.41
|
1,246.76
|
|
Profit after Tax
|
3,675.72
|
2,999.13
|
4,523.17
|
3,796.59
|
|
Add/ (Less) Other comprehensive income, net of tax
|
(14.05)
|
1.69
|
(4.77)
|
6.39
|
|
Total comprehensive income net of tax
|
3,661.67
|
3,000.82
|
4,518.40
|
3,802.98
|
|
Appropriations from Profit after Tax attributable to owners of the Company
|
|
|
|
|
|
Dividend paid on equity shares
|
600.46
|
1,839.52
|
600.46
|
1,839.52
|
|
Balance transferred to Retained Earnings
|
3,075.26
|
1,159.61
|
3,809.81
|
1,792.01
|
|
Earnings per share - Basic (H)
|
27.91
|
22.78
|
33.49
|
27.58
|
|
Earnings per share - Diluted (H)
|
27.85
|
22.78
|
33.42
|
27.58
|
Notes:
Note 1: Figures are presented in H million and should be read together with the audited standalone and consolidated financial statements.
Note 2: In FY 2024-25, Semolina Kitchens Limited [formerly known as Semolina Kitchens Private Limited] ("SKL") was consolidated as a subsidiary of the Company until October 14, 2024, post which SKL is accounted for as a joint venture, and is no longer consolidated on a line-by-line basis.
Note 3: Earnings per share are in H; the face value of equity shares is H 1 each
BUSINESS OVERVIEW AND OPERATIONAL PERFORMANCE
Your Company is a leading player in India's fast-growing airport Travel Quick Service Restaurants ("Travel QSR") and Lounge sectors by revenue in Fiscal 2026, with a system-wide market share of approximately 30% in Indian Airport Travel QSR and 45% in India's Lounge sectors, according to the CRISIL Report, 2026. The Company's Travel QSR business comprises a diversified portfolio of food and beverage concepts across cuisines, formats, and brands, designed to cater to the requirements of travellers seeking speed, convenience, and quality in transit environments. The Lounge business provides premium hospitality services at locations within airport terminals, enhancing passenger comfort and experience.
Your Company operates through a mix of partner and in-house brands, leveraging long-term relationships with global and domestic F&B brands, and benefits from the experience and support of its promoters, SSP Group plc and K Hospitality.
During the year under review, your Company continued to strengthen its leadership position in the Travel QSR sector through expansion of its network and enhancement of its offerings. Your Company has established a strong presence across major travel hubs, with operations spanning India, Malaysia, and Hong Kong, and a network concentrated in some of the busiest airports handling a significant share of passenger traffic in India.
On a consolidated basis, revenue from operations for FY 2025-26 was J 16,477.96 million, as compared with J 16,877.39 million in FY 2024-25. This year-on-year movement reflects a change in the basis of consolidation rather than an underlying decline in the business. In FY 2024-25, SKL was treated as a subsidiary of the Company and its revenue was fully consolidated on a line-by-line basis until October 14, 2024, post which SKL is treated as a joint venture, and its results are no longer consolidated as revenue but are instead recognised within the Company's share of profit of associates and joint
ventures. Therefore, on an adjusted basis that excludes SKL from the prior year, consolidated revenue from operations grew by approximately 13.90%, driven by like-for-like sales growth and net contract gains from the mobilisation of new units across key airports.
Profit before tax grew 18.07% to J 5,954.58 million and profit after tax grew 19.13% to J 4,523.17 million, with profit-after-tax margin improving to 27.40% (FY 2024-25: 22.50%). Profitability was further supported by a higher share of profit of associates and joint ventures of J 663.98 million (FY 2024-25: J 472.73 million), which includes the contribution from SKL following its reclassification, alongside faster mobilisation of units within the joint ventures. Consolidated basic and diluted earnings per share rose to J 33.49 and J 33.42, respectively compared to J 27.58 each in FY 2024-25.
On a standalone basis, revenue from operations grew 7.25% to J 13,021.42 million and profit after tax rose 22.56% to J 3,675.72 million.
The Company's balance sheet remained strong. The Company continued to be debt-free, with a cash and investment balance of approximately J 8,355.69 million as at March 31, 2026, providing significant financial flexibility to fund growth opportunities and support long-term value creation. Return on capital employed and return on net worth stood at approximately 45.04% and 30.90% respectively.
A detailed discussion of the Company's operational and financial performance is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.
During the year under review, there has been no change in the nature of the business of the Company.
DIVIDEND
The Board has recommended a final dividend of J 10.25 per equity share of face value of J 1 each for the financial year 2025-26. The payment of dividend is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM").
Upon approval, the dividend will be paid, after deduction of tax at source as applicable, to those Members whose names appear in the Register of Members/records of the Depositories as on September 9, 2026, being the Record Date. The total cash outflow on account of the said dividend, if approved, would be J 1,349.71 million.
The dividend recommended by the Board is in accordance with the Company's Policy for Dividend Distribution, formulated and adopted pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), which is available on the Company's website and can be accessed athttps://www. travelfoodservices.com/tfscms/uploads/governancepolicies/ governancepolicies 1733850854.pdf.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserves.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the year of the Company to which the financial statements relate and the date of this Report.
INITIAL PUBLIC OFFERING AND LISTING OF EQUITY SHARES OF THE COMPANY
During the year under review, your Company marked a significant milestone with the successful completion of its Initial Public Offering ("IPO") and listing of its equity shares on BSE Limited and the National Stock Exchange of India Limited.
The IPO comprised an offer for sale of 1,81,82,802 equity shares having a face value of J 1 each (at a price of J 1,100 per equity share) aggregating to approximately J 20,000 million by the promoter selling shareholder of the Company viz. Kapur Family Trust [Represented through its Trustee - SNVK Management Services Private Limited]. The equity shares were offered to the public through a book¬ building process in accordance with applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. The issue was opened for subscription on July 7, 2025 and closed on July 9, 2025, and the equity shares were subsequently listed on the BSE Limited and the National Stock Exchange of India Limited on July 14, 2025.
As the IPO was entirely an offer for sale, the Company did not receive any proceeds from the IPO. The proceeds were received by the promoter selling shareholder in accordance with the terms of the offer document. The listing of equity shares has enhanced liquidity for shareholders and facilitated wider investor participation in the Company.
SHARE CAPITAL
Authorized Share Capital
As on March 31, 2026, the Authorised Share Capital of the Company was J 70,16,00,000/- (Rupees Seventy Crore Sixteen Lakhs only) divided into 70,16,00,000 Equity Shares of J 1 each.
Paid-up Equity Share Capital
As on March 31, 2026, the paid-up and subscribed share capital of the Company stood at J 13,16,79,484/- (Rupees Thirteen Crore Sixteen Lakhs Seventy Nine Thousand Four Hundred and Eighty Four only) divided into 13,16,79,484 equity shares of J 1 each.
There was no change in the equity share capital of the Company during the year under review
HOLDING COMPANY
During the year under review, 1.01% equity shares were transferred inter-se amongst the Promoters of the Company, i.e., from Kapur Family Trust - Represented through its Trustee
SNVK Management Services Private Limited, to SSP Asia Pacific Holdings Limited on July 3, 2025. Consequent to the same, SSP Asia Pacific Holdings Limited became the holding company and Kapur Family Trust ceased to be the holding entity.
SSP Asia Pacific Holdings Limited is a foreign company holding an aggregate 50.01% shareholding in the Company.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the year under review, two new subsidiary companies were incorporated:
a) wholly owned subsidiary, Travel Food Services Worldwide - FZCO, at UAE and
b) step-down subsidiary, PT Travel Food Services Indonesia, at Indonesia
Apart from the above, there have been no changes in respect of the Subsidiaries, Joint Ventures and Associates of the Company during the year under review.
The salient features, key financial information and performance highlights of each such subsidiary, associate, and joint venture, as required under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is provided in Form AOC-1 attached to the Consolidated Financial Statements forming part of this Report.
The financial statements of the subsidiary companies are available on the website of the Company and can be accessed at https://www.travelfoodservices.com/investors#financial-info
PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES*
A summary of the business activities and performance highlights of the Company's subsidiaries, joint ventures and associate companies during financial year 2025-26 is provided below.
Subsidiaries
a) Eliteassist Technology and Services Private Limited
(formerly known as TFS Yamuna Airport Services Private Lim/fed,)("EATS")
EATS, a wholly-owned subsidiary of the Company, is engaged in the development and management of technology infrastructure and related services for airport operations. For the financial year 2025-26, its first year of operations under its current business model, EATS recorded revenue from operations of J 3,202.06 million.
b) QMT Lifestyle and Technology Services Private Limited ("QMT")
QMT, a wholly-owned subsidiary of the Company, is engaged in operating food and beverage outlets, lounges and hospitality services across Noida International Airport.
For the financial year 2025-26, QMT was yet to commence its full fledged business operations.
c) Travel Food Services (Delhi Terminal 3) Private Limited ("TFS Delhi T3")
TFS Delhi T3 is a subsidiary of the Company, in which the Company holds 60% of its shareholding and Delhi International Airport Limited holds the remaining 40% of its shareholding. TFS Delhi T3 is engaged in providing food & beverage and hospitality services at Terminal 3 of the Indira Gandhi International Airport, Delhi.
For the financial year 2025-26, TFS Delhi T3 recorded revenue from operations of J 2,254.97 million, representing a 4.52% decline compared to the previous financial year.
d) TFS Gurgaon Airport Services Private Limited ("TFS Gurgaon")
TFS Gurgaon, a wholly-owned subsidiary of the Company, is engaged in managing and operating food and beverage outlets at Terminal 1 of the Indira Gandhi International Airport, Delhi. For the FY 2025-26, being its first year of operations, TFS Gurgaon recorded revenue from operations of J 292.57 million.
e) Travel Food Services Global Private Limited ("TFS Global")
TFS Global is a wholly-owned overseas subsidiary incorporated in Mauritius and serves as the Company's international investment holding and consultancy arm. The principal business of TFS Global is holding investments in the food and beverage services sector and providing consultancy services.
During the year under review, TFS Global continued to hold and manage the Company's international investments and provide support for overseas business opportunities. TFS Global did not record any operating revenue during FY 2025-26.
f) Travel Food Services Worldwide - FZCO ("TFS Dubai")
TFS Dubai, a wholly-owned overseas subsidiary incorporated in Dubai, is engaged in investment in commercial enterprises and management activities, including evaluating and pursuing business opportunities in international markets. TFS Dubai did not record any operating revenue during FY 2025-26.
g) PT Travel Food Services Indonesia ("TFS Indonesia")
TFS Indonesia, a wholly-owned subsidiary of TFS Dubai incorporated in Indonesia, has been established to undertake restaurant and food & beverage operations, including airport hospitality and related food service opportunities in Indonesia. TFS Indonesia did not record any operating revenue during FY 2025-26.
Joint Ventures
a) GMR Hospitality Limited ("GHL")
GHL is a joint venture of the Company in which the Company holds 30% shareholding of GHL. The remaining 70% is held by GMR Airports Limited. GHL is engaged in operating food and beverage outlets and hospitality services across GMR-operated airports. For the financial year 2025-26, GHL recorded revenue from operations of J 1,422.56 million, representing a 70.13% increase over the previous financial year.
b) SSP TFS HK Lounge Limited ("SSP TFS HK Lounge")
SSP TFS HK Lounge is a joint venture of the Company, in which the Company holds 49% shareholding of SSP TFS HK Lounge and SSP Lounge Holdings Global Limited holding the remaining 51% of the shareholding. SSP TFS HK Lounge acts as a holding entity overseeing airport lounge operations in Hong Kong through its subsidiary.
For the financial year 2025-26, SSP TFS HK Lounge recorded revenue from operations of J 821.00 million, representing a 163.14% increase over the previous financial year.
c) Semolina Kitchens Limited (formerly known as Semolina Kitchens Private Limited)("SKL")
SKL is a joint venture of the Company, in which the Company holds 24.99% shareholding of SKL, with Adani Airport Holdings Limited holding 50.02% and remaining 24.99% of its shareholding is held by AJ Holding Limited. SKL manages food and beverage outlets and lounges across multiple airports. During FY 2025-26, SKL recorded revenue from operations of J 9,238.93 million, representing a 47.11% increase over the previous financial year.
Associates
a) Select Service Partner Malaysia Sdn. Bhd. ("SSP Malaysia")
SSP Malaysia, is an associate of the Company, in which the Company holds 49.90% along with SSP Asia Pacific Holdings Limited holding remaining 50.10% of its shareholding. SSP Malaysia operates
food and beverage concessions and lounges at
travel locations across Malaysia. During FY 2025-26, SSP Malaysia recorded revenue from operations of J 4,183.97 million, representing a 32.55% increase over the previous financial year.
b) Mumbai Airport Lounge Services Private Limited ("MALS")
MALS, an associate of the Company, in which the Company holds 44.40% along with Mumbai International Airport Limited holding 26% and Gategroup Investments Singapore Pte. Limited holding the remaining 29.60% of its shareholding. MALS was engaged in operating airport lounge and food and beverage services, principally at Mumbai Airport. The purpose for which the said special purpose vehicle was incorporated has been satisfied and presently there is no business operations undertaken by MALS.
During the year under review, MALS did not generate operating revenue.
c) Tabemono True Aromas Limited (formerly known as Tabemono True Aromas Private Limited)("Tabemono")
Tabemono, is an associate of the Company, in which the Company holds 24.99% along with Adani Airport Holdings Limited holding the remaining 75.01% of its shareholding. Tabemono was incorporated for providing management and consultancy services for cafes, lounges and other hospitality operations, including those at airports. Tabemono has not commenced its business operations since incorporation.
d) Gourmet Foods LLC ("Gourmet")
Gourmet, is an associate of the Company, in which TFS Global holds 49.00% along with Mustafa Sultan Enterprises LLC holding remaining 51.00% of its shareholding. Gourmet is in the business of restaurants, cafes and fast food and takeaway restaurants. Gourmet did not record any operating revenue during FY 2025-26.
*Categorised as per financial statements for the year ended March 31, 2026
UNLISTED MATERIAL SUBSIDIARIES
The Company had framed and adopted a 'Policy on Material Subsidiaries' pursuant to the requirements of the SEBI Listing Regulations. This Policy can be accessed on the Company's website athttps://www. travelfoodservices.com/tfscms/uploads/governancepolicies/ governancepolicies 1751034488.pdf.
For the financial year 2025-26, Travel Food Services (Delhi Terminal 3) Private Limited was identified as a material subsidiary of the Company, in accordance with the criteria prescribed under the SEBI Listing Regulations and Policy on Material Subsidiaries.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ('KMPs')
The composition of the Company's Board of Directors complies with the requirements specified under the Companies Act, 2013 and the SEBI Listing Regulations.
As of March 31, 2026, the Board of Directors comprised a total of 6 (six) Directors out of which 2 (two) are Executive Directors, 1 (one) is Non-Executive Nominee Director, 1 (one) is Non-Executive Non-Independent Director and 2 (two) are Non-Executive Independent Directors, details of which are provided in the Annual Report separately.
There has been no change in the Board of Directors during the year under review.
Retirement by Rotation and Re-appointment
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vikas Vinod Kapoor (DIN: 09137136), Whole-time Director and Chief Financial Officer, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a Member proposing his candidature for the office of Director and who is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Director liable to retire by rotation.
The necessary resolution seeking approval of the Members for his re-appointment forms part of the Notice of the ensuing AGM. The relevant disclosures as required under the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, are provided in the Notice of the AGM.
Key Managerial Personnel
During the financial year 2025-26, there have been no changes in the KMPs of the Company.
As on March 31, 2026, following are the KMPs, as per Section 203(1) read with Section 2(51) of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
|
Name of KMP
|
Designation
|
|
|
Mr. Varun Kapur
|
Managing Director and Chief Executive Officer
|
|
Mr. Vikas Vinod Kapoor
|
Whole-time Director Chief Financial Officer
|
and
|
|
Ms. Neeta Arvind Singh
|
Company Secretary Compliance Officer
|
and
|
Declaration by Directors of the Company
The Company has received declarations from all the Independent Directors of the Company confirming that:
a) they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations; and
b) they have registered their names in the Independent Directors' Databank.
The Board has taken on record the declarations and confirmations submitted by the Independent Directors and is satisfied that all the Independent Directors fulfil the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations.
In accordance with the requirements of the SEBI Listing Regulations, the key skills, expertise and core competencies of the Board, including those of the Independent Directors, are set out in the Corporate Governance Report forming part of this Annual Report.
For the year under review, the Company has also received declarations from Directors confirming that:
a) the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
b) None of the Directors of the Company are disqualified under Section 164(1) or Section 164(2) of the Companies Act, 2013.
DIRECTORS AND OFFICERS INSURANCE
In accordance with the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has in place a Directors and Officers Liability Insurance Policy for its Directors and employees.
BOARD MEETINGS
During the financial year 2025-26, the Board of Directors met 11 (eleven) times. The details of board meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report
COMMITTEES OF THE BOARD
The Company has constituted the following Board committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee;
(d) Risk Management Committee;
(e) Corporate Social Responsibility Committee;
(f) IPO Committee;
(g) Investment Committee
Details of the meetings of the Board Committees held during the financial year 2025-26, along with the committee composition and attendance of each Director/Committee Member have been detailed in the Corporate Governance Report, which forms part of this Annual Report.
During the year under review, all recommendations made by the Committees of the Board have been accepted by the Board.
SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS
Separate meetings of Independent Directors, as mandated under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations are required to be held at least once a year to enable Independent Directors to (i) review the performance of non-independent directors and the Board as a whole, (ii) assess the performance of the Chairperson in terms of leadership and board effectiveness, and (iii) evaluate the quality, quantity, and timeliness of information flow from management to the Board. These provisions ensure that Independent Directors can meet without the presence
of management, thereby strengthening transparency, accountability, and overall corporate governance.
During the year under review, the meeting of the Independent Directors of the Company was held on March 19, 2026.
NOMINATION AND REMUNERATION POLICY
In terms of Section 178(3) of the Companies Act, 2013, and SEBI Listing Regulations, the Company has framed and adopted a Nomination and Remuneration Policy, which outlines appointment and selection criteria for Directors on the Board, KMPs, Senior Management Personnel ("SMP") and lays down a framework for payment of remuneration.
The Nomination and Remuneration Policy has been uploaded on the Company's website athttps://www. travelfoodservices.com/tfscms/uploads/governancepolicies/ governancepolicies 1733850494.pdf
The Company has also devised a Board Diversity Policy that sets out the approach for evaluating the suitability of individual directors with diverse background and experience.
ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES
The Company has formulated and adopted a 'Policy for Evaluation of Performance of the Board of Directors'. In accordance with the said policy and the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, an annual performance evaluation of the Board, its Committees, individual Directors and the Chairperson was carried out during the year.
The evaluation process was conducted through a structured questionnaire covering various aspects of Board and Committee effectiveness, strategic oversight, governance practices, decision-making processes and the contribution of individual Directors. In accordance with Schedule IV of the Companies Act, 2013, the Independent Directors also reviewed the performance of the Non-Independent Directors, the Chairperson and the Board as a whole.
The Directors expressed their satisfaction with the overall functioning, effectiveness, and performance of the Board and its Committees. Based on the evaluation and reviews undertaken by the Board and the Nomination and Remuneration Committee, the Board was satisfied with its overall effectiveness and noted that each Director had diligently discharged their responsibilities and contributed constructively to the Board's deliberations, decision-making processes and the Company's sustainable growth.
EMPLOYEES STOCK OPTION SCHEME
The Company had prior to its IPO formulated Travel Food Services - Employee Stock Option Plan ("ESOP Plan"), with an objective to reward the eligible employees of the Company and its group company(ies) including, subsidiary company(ies), holding company(ies) and / or associate company(ies), (present and future, if any), for their performance and to motivate them to contribute to the growth and profitability of the Company.
The ESOP Plan aims to attract, retain and reward talent in the organisation.
The Company had granted prior to the IPO 2,84,522 Stock Options under ESOP Plan - Series 1 in terms of the resolution passed by the Nomination and Remuneration Committee on June 18, 2025. In terms of the ESOP Plan, 25% of the stock options granted under the ESOP Plan - Series 1 have been vested for exercise during the current financial year 2026-27.
The ESOP Plan adheres to the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). In terms of the provisions of SEBI SBEB Regulations, the ESOP Plan was ratified by the Shareholders of the Company, vide resolution passed by the Members of the Company on September 24, 2025.
A certificate issued by the Secretarial Auditor, certifying the implementation of the Company's ESOP Plan, will be open for inspection by members at the forthcoming AGM. Information on the ESOP Plan, including the disclosures prescribed under the SEBI SBEB Regulations as at March 31, 2026, can be accessed on the Company's website at https://www.travelfoodservices.com/investors#financial-info.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely Secretarial Standard-1 (Meetings of the Board of Directors) and Secretarial Standard-2 (General Meetings), as mandated under Section 118(10) of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, as required under the Regulation 34 read with Schedule V of the SEBI Listing Regulations, has been presented as a separate section of this Annual Report. The Management Discussion and Analysis Report forms an integral part of the Annual Report and provides a detailed overview of the Company's business environment, performance, risks, opportunities, and outlook.
CORPORATE GOVERNANCE REPORT
The Company remains steadfast in its commitment to uphold the highest standards of corporate governance and continues to adopt leading governance practices across its operations. In accordance with the SEBI Listing Regulations, the Corporate Governance Report is included as a part of this Annual Report, presented as a separate report. A certificate issued by the Company's Auditors confirming compliance with the prescribed corporate governance requirements is also annexed to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the top 1,000 listed entities based on market capitalization are
required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. The Company was listed on the stock exchanges on July 14, 2025, and has subsequently met the prescribed market capitalization threshold as of December 31, 2025.
In terms of Regulation 3(2)(b) of the SEBI Listing Regulations, although the Company falls within the top 1,000 listed entities, it is not mandatorily required to submit the BRSR for FY 2025-26, and accordingly, the mandatory reporting shall apply from FY 2026-27 onwards. Notwithstanding the above, and in line with Company's commitment to strong corporate governance, enhanced transparency, and alignment with emerging sustainability expectations, the Company has voluntarily chosen to include the BRSR as a separate section forming part of this Annual Report. The Company's proactive commitment to environmental, social, and governance (ESG) principles strengthens its readiness for full compliance with the BRSR framework in the current year.
AUDITORS AND AUDIT REPORTS
Statutory Auditors
B S R & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of five consecutive years at the AGM held on September 30, 2023. The Auditors have confirmed their eligibility and confirmed that no disqualification exists under the applicable provisions for continuing their role as the Statutory Auditors of the Company.
The Statutory Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for FY 2025-26. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, the Auditors' Report under the Companies (Auditor's Report) Order, 2020 does not contain any material observations requiring comments or explanations by the Board.
During the year under review, the Statutory Auditors have not reported any matter of fraud under Section 143(12) of the Companies Act, 2013.
Cost Auditors
The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, read with the relevant rules made thereunder relating to maintenance of cost records and requirement of cost audit, are not applicable to the Company for the year under review. Accordingly, the Company was not required to maintain cost records or appoint a Cost Auditor.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the SEBI Listing Regulations and based on the recommendation of the Audit Committee and the Board, the Members of the Company had appointed M/s. Krishna Rathi & Associates, Practising Company Secretaries (C. P No. 10079 and FCS No. 9359), as the Secretarial Auditor of the
Company with effect from June 7, 2025, for a term of five (5) consecutive years.
The Secretarial Auditor has confirmed that they meet the eligibility criteria and are not disqualified to act as Secretarial Auditor under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
The Secretarial Audit Report for the year under review, issued in Form MR-3, forms part of this Report and is annexed as Annexure - I. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit of the material subsidiary, Travel Food Services (Delhi Terminal 3) Private Limited, has also been conducted for the financial year 2025-26. The Secretarial Audit Report of the material subsidiary is annexed as Annexure - II to this Report.
Internal Audit and Internal Financial Control
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s. Protiviti India Member Private Limited as the Internal Auditors of the Company for the year under review to conduct the internal audit of the functions and activities of the Company.
The Company has established a framework of Internal Financial Controls designed to ensure accurate financial reporting, safeguard assets, maintain operational efficiency, and ensure compliance with applicable laws. These controls operate through well-defined policies and procedures, clearly laid-down authority matrices, and periodic internal audits that independently evaluate their effectiveness.
Key elements of the internal financial controls include:
(i) structured reviews of operational and financial processes,
(ii) ongoing monitoring of control gaps and timely remediation, and
(iii) regular testing of design and operating effectiveness by the Internal Audit function.
The Audit Committee provides oversight of this framework by reviewing internal audit reports, tracking corrective actions, and assessing the robustness of the control environment. Based on these reviews, audit findings, and management representations, the Board is satisfied that the Internal Financial Controls are adequate and operating effectively during the year under review.
RISK MANAGEMENT POLICY
The Company has implemented a comprehensive Risk Management Policy, which was approved by the Board, in accordance with Section 134(3) of the Companies Act, 2013 and the SEBI Listing Regulations. The Policy establishes a structured and consistent framework for identifying, assessing, mitigating, and monitoring various risks that may impact the Company's operations and strategic objectives.
The Risk Management framework covers a wide spectrum of risks, including strategic, financial, operational, compliance, Environmental, Social and Governance (ESG), sectoral, reputational, information technology, and cyber¬ security risks.
In order to manage risks effectively across all business units and functions, a six-step process is implemented as part of risk management framework of the Company namely:
i. Risk Identification
ii. Risk Assessment
iii. Risk Prioritization
iv. Develop and Implement Risk Response
v. Develop Portfolio View
vi. Review and Monitoring
The Company's Risk Management Committee, constituted in accordance with Regulation 21 of SEBI Listing Regulations, oversees the implementation of the Policy, periodically reviews the risk universe and mitigation measures, and updates the Board on key risk exposures and actions taken. The Company continues to integrate risk considerations into its decision-making processes to ensure business continuity, safeguard stakeholder interests, and enhance long-term value creation.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company has formulated and implemented a Corporate Social Responsibility Policy ("CSR Policy") in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, reflecting its commitment to sustainable and inclusive development.
The CSR Policy outlines the Company's focus on initiatives relating to nutrition and food safety, eradication of hunger, preventive and curative healthcare, education and livelihood enhancement, women empowerment, environmental sustainability, rural development, and promotion of natural heritage and traditional arts, undertaken either directly or through eligible implementing agencies such as K Corp Charitable Foundation. The CSR Policy is available on the Company's website athttps://www. travelfoodservices.com/tfscms/uploads/governancepolicies/ governancepolicies 1733850649.pdf
The Annual Report on CSR Activities for the financial year 2025¬ 26 in the format prescribed under the Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure - III to this Annual Report.
The composition of the CSR Committee, constituted in accordance with Section 135 of the Companies Act, 2013, has been provided in the Corporate Governance Report forming part of this Annual Report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY / SPEAK UP POLICY
In compliance with Section 177 of the Companies Act, 2013, and the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI Listing Regulations, the Board of Directors has framed and adopted Whistle Blower Policy / Speak Up Policy. The Policy provides a framework for directors, employees and other stakeholders to report genuine concerns or grievances, including unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or policies. The mechanism ensures adequate safeguards against victimization and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee monitors its implementation and status of complaints received under the said Policy. The Company remains committed to fostering a culture of integrity and ethical conduct, and periodic reviews are conducted to strengthen the effectiveness of the Vigil Mechanism.
The said Policy is available on the Company's website at https://www.travelfoodservices.com/tfscms/uploads/ governancepolicies/governancepolicies 1751035003.pdf and widely disseminated across all offices and business units.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013
During the year under review, the Company did not accept or renew any public deposits as defined under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Consequently, the disclosures relating to deposits under Chapter V of the Companies Act, 2013 including any non¬ compliance in respect thereof, are not applicable to the Company.
PARTICULARS OF EMPLOYEES AND OTHER DETAILS
In accordance with Section 197 and 198 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has complied with the applicable disclosure requirements relating to the remuneration of Directors, Key Managerial Personnel, and other employees.
A detailed statement containing the prescribed information on managerial remuneration including remuneration ratios, comparisons, and other particulars mandated under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been prepared in the prescribed format and attached as Annexure - IV to this Report.
The particulars of the top 10 employees and those employees whose remuneration exceeds the thresholds specified under Section 197(12) read with Rule 5(2) and 5(3) and in accordance with the provisions of second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report being circulated to the Members does not include the detailed information referred to above. Any Member who wishes to access these details may request the same by writing to the Company at cs@travelfoodservices.com.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES
The particulars of loans, guarantees and securities provided, and investments made by the Company, as required under Section 186 of the Companies Act, 2013, have been disclosed in the accompanying Notes to the standalone financial statements forming part of this Annual Report. Kindly refer Note No. 47 to the standalone financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all contracts, arrangements, and transactions entered into by the Company with related parties were conducted in the ordinary course of business and at arm's length, in accordance with the applicable provisions of the Companies Act, 2013.
Transactions that qualified as material were undertaken in compliance with the Company's Policy on Related Party Transactions, which is available on the Company's website athttps://www.travelfoodservices.com/tfscms/uploads/ governancepolicies/governancepolicies 1762249208.pdf. There were no materially significant related party transactions that could have posed a potential conflict with the interests of the Company at large.
The particulars of related party contracts or arrangements that require disclosure in terms of Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 have been compiled in the prescribed Form AOC-2 and are annexed to this Report as Annexure - V. Members may also refer to Note 42 of the standalone financial statements for detailed disclosures on related parties in accordance with Ind AS.
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 2025-26 has been placed on the Company's website, in compliance with statutory requirements. The same can be accessed at Company's website https://www.travelfoodservices.com/investors#financial- info. Members may refer to the said Annual Return for detailed statutory information as mandated under the Companies Act, 2013.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE ("POSH")
The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the constitution of a duly formed Internal Complaints Committee ("ICC"). The ICC functions in accordance with the statutory framework to provide a safe and secure working environment for all employees.
The details of complaints received during the year under review are set out below:
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Details
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Nos. of
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|
Complaints
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Complaints of sexual harassment received
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21
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Complaints disposed off during the year
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21
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Cases pending for more than ninety days
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Nil
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In addition to handling complaints, the Company continued to strengthen awareness on workplace conduct by conducting POSH training and sensitisation programmes across various locations. These included:
• Regular awareness sessions for employees on rights, responsibilities, and reporting mechanisms;
• Induction-level POSH briefings for new joiners;
• Refresher training for ICC members to ensure effective and compliant case handling;
• Dissemination of communication material (visual aids, emailers, posters) to reinforce zero-tolerance towards harassment.
The Company remains committed to maintaining a workplace free from harassment and ensuring prompt, fair, and confidential redressal of all concerns.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, in respect of leave and maternity benefits extended to its female employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of energy:
The provisions of Section 134(3)(m) of the Companies Act, 2013 read with the applicable rules relating to conservation of energy and technology absorption, are not applicable to the Company, as it is not engaged in manufacturing activities. However, the Company has undertaken various initiatives towards conservation of energy which inter-alia includes the following:
i) Environmental considerations are embedded into its operating model by integrating sustainability into core business processes, including waste reduction, efficient resource utilisation and responsible sourcing.
ii) The Company regularly monitors utility consumption such as electricity, water and gas to identify inefficiencies and improve performance. Energy-efficient practices have been implemented across operations, including the use of LED lighting, induction cooking, efficient refrigeration and smart kitchen equipment.
iii) The Company has a presence at airport locations inter-alia, Kempegowda International Airport Terminal 2 and Cochin International Airport, where renewable energy sources such as solar power are utilized by the airport authorities. In addition, structured maintenance schedules and periodic electrical safety audits are carried out to enhance energy efficiency, optimise performance and extend asset life.
No specific investment has been made for reduction in energy consumption.
B. Technology absorption:
In view of the nature of activities carried on by the Company, technology absorption is not applicable.
C. Foreign Exchange earnings and outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:
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Particulars
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March 31, 2026
|
March 31, 2025
|
|
Foreign exchange inflows
|
254.70
|
Nil
|
|
Foreign exchange outgo
|
86.39
|
264.84
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DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors state that:
i. in the preparation of the annual accounts for the year ended March 31, 2026 the applicable accounting standards have been followed and there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
OTHER DISCLOSURES
i) Downstream Investment:
The Company, being a foreign owned and/or controlled company, has complied with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 ("NDI Rules"), in respect of downstream investments made in other Indian entities.
A certificate from the Statutory Auditors of the Company, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), confirming compliance with the aforesaid provisions, has been obtained and will be available for inspection by the Members at the ensuing AGM.
ii) The Company confirms that it does not have any Demat Suspense Account or Unclaimed Suspense Account during the year under review. Accordingly, the reporting requirements specified under Schedule V, Para F of the SEBI Listing Regulations are not applicable to the Company for the year under review.
iii) During the year under review,
a) no equity shares were issued with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Companies Act, 2013 is furnished.
b) no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
c) There has been no unclaimed dividend and hence the provisions of Section 125(2) of the Companies Act, 2013 do not apply for the year under review.
d) During the year under review, the Company has not filed any application under the Insolvency and Bankruptcy Code, 2016 ("IBC"), nor has any Corporate Insolvency Resolution Process been initiated against the Company.
As on the date of this Report, the Company has filed a petition under Section 9 of IBC against Dreamfolks Services Limited, seeking initiation of Corporate Insolvency Resolution Process on account of unpaid operational debts relating to airport lounge services. The matter is presently pending before Hon'ble National Company Law Tribunal (New Delhi Bench).
e) The Company has not entered into any one-time settlement with Banks or Financial Institutions. Consequently, the requirement to disclose the difference between the valuation at the time of such settlement and the valuation at the time of availing the loan, along with the reasons for the same, does not arise.
f) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Companies Act, 2013 is furnished.
g) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
h) None of the Directors of the Company are in receipt of remuneration or commission from any holding company, subsidiary company, or associate company pursuant to Section 197(14) of the Companies Act, 2013
ACKNOWLEDGEMENT:
Your Directors express their sincere appreciation for the continued support extended by the Company's bankers, business partners, consultants, and various Government authorities during the year under review. The Board also conveys its gratitude to all employees, customers, partners, suppliers, shareholders, and investors for their unwavering co-operation and trust in the Company's operations.
For and on behalf of the Board of Directors of Travel Food Services Limited
(formerly known as Travel Food Services Private Limited)
Ashwani Kumar Puri
Chairman DIN:00160662
Place: New Delhi Date: July 30, 2026
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