Travel Food IPO

Leading Player in the Travel QSR and Lounge sectors in Indian airports.

Strong expertise in operating and handling the distinct challenges of F&B in the operationally complex and highly secure airport environment.

Proven and established track record of long-term working relationships with airport operators.

Diversified portfolio of partner F&B brands franchised from high-quality brand partners and in-house F&B brands.

Deep understanding of traveller preferences with a focus on delivering a quality customer experience.

Experienced management team, supported by our synergistic partnerships with SSP and K Hospitality.

Revenue from its Travel QSRs and Lounges situated in airports contributed 95.55%, 95.88% and 95.77% of the company revenue from operations for Fiscals 2025, 2024 and 2023, respectively. The company is highly dependent on its concession agreements for the company business operations and inability to renew existing concession agreements or any adverse changes in the terms therein, early termination, or any inability to obtain new concessions could adversely affect its business and results of operations.

The Travel QSRs and Lounges at the top 5 airports contributed 85.94%, 88.36% and 90.29% of its revenue from operations for Fiscals 2025, 2024 and 2023, respectively. Termination of the company concession agreements in relation to or a decrease in passenger traffic in such airports could have a significant impact on its revenue.

The company depends on its relationship with our brand partners to franchise their brands, with revenue from brand partners accounting for 54.37%, 54.44% and 54.06% of its revenue from Travel QSR for Fiscals 2025, 2024 and 2023, respectively. Failures to attract new brand partners or maintain or develop existing ones could adversely affect its business, results of operations, financial condition and prospects.

The success of its Lounge business is dependent on the company long-term relationship with its Lounge Partners, comprising domestic and international airlines, card issuers and networks, loyalty partner programmes, Lounge access programmes and financial institutions. Revenue from Lounge services amounted to 44.93%, 44.65% and 46.14% of its revenue from operations for Fiscals 2025, 2024 and 2023, respectively. The company business may be negatively impacted if the company is unable to retain its existing Lounge Partners or attract new ones.

Its business growth may be adversely affected by shifts in the operating models of its airport operators, which may reduce the company share of profit derived from the relevant concession agreements with such airport operators.

The company is subject to extensive regulations, particularly relating to airport and highway operations, security, food health and safety and environmental matters. Any non-compliance with or changes in regulations applicable to us may adversely affect its business, results of operations, cash flows and financial condition.

Lounge services contributed 44.93%, 44.65% and 46.14% of its revenue from operations for Fiscals 2025, 2024 and 2023, respectively. The company Lounge business may be adversely affected if there is a decrease in the number of its Lounge Partners` customers, whether due to a decrease in the number of credit cards and debit cards offering free Lounge access or from cards offering such services becoming less popular, or, in the converse, if there is a disproportionate increase in the number of such customers.

Its concession agreements impose restrictions and requirements on its operations, such as restrictions on the types of F&B and/or services that the company is obliged to provide, pricing benchmarks, minimum levels of capital expenditure that the company is required to undertake and the right of airport operators to relocate or suspend its operations, which could adversely affect the company business operations and failures to comply could result in termination of the agreements or financial penalties.

The Udaan Yatri Caf� provides airport travellers with basic menu items at more affordable prices, which may draw away some customers from its Travel QSR outlets and reduce sales at such outlets thereby adversely affecting the company business and financial results.

There are outstanding legal matters against the Company, certain of its Promoters, one of the company Subsidiaries, certain of its Directors and one of the members of the company Senior Management. Any adverse decision in such legal matters may render it or them liable to liabilities or penalties, which may adversely affect its business, cash flows and reputation.

The company is subject to extensive regulations relating to food health and safety matters. Any non-compliance with or changes in such regulations applicable to it may adversely affect the company business, reputation, results of operations, cash flows and financial condition.

Surcharges on the price of food and beverages at its Travel QSR outlets and other QSR outlets operating in airports as compared to outlets outside airports could deter customers from purchasing from its outlets, which would adversely affect the company business, results of operations, cash flows and prospects.

The company receive customer complaints pertaining to its services and products at the company Travel QSRs and Lounges from time to time. There is no assurance that the company will not receive similar complaints in the future or that the company will be able to address such customer complaints in a timely manner or at all.

Conflicts of interest may arise amongst it, certain of the company Associates, Group Companies, Joint Ventures and business partners that are engaged in similar lines of business as the Company or are authorised by their constitutional documents to engage in business activities similar to its. Any conflict of interest which may occur as a result could adversely affect the company business, prospects, results of operations and financial condition.

The company has entered into, and will continue to enter into, related party transactions that may involve conflicts of interest.

The Travel QSR and Lounge businesses are competitive, and failures to effectively respond to such competition could adversely affect its business and financial results.

Its revenue from operations grew 20.87% to Rs.16,877.39 million in Fiscal 2025 from Rs.13,963.22 million in Fiscal 2024, which in turn grew by 30.85% from Rs.10,671.50 million in Fiscal 2023. There is no assurance that the company will be able to maintain historical growth rates and such rates should not be taken as indicative of its future growth, profitability or financial results.

Any disruption in airport access or operations may have an adverse effect on its business, results of operations and financial condition.

The company operations are heavily dependent on the travel industry, particularly air travel and to a lesser extent, highway travel. Any changes in airport travel environments could adversely affect its Travel QSR and Lounge businesses.

The operation of its Travel QSRs under partner brands are subject to the terms of the relevant franchise agreements, sub-concession agreements and trademark licensing agreements, some of which impose certain restrictions, limitations and other obligations on its operations that could adversely affect the company ability to grow its business.

Its Promoters, namely, SSP Asia Pacific Holdings Limited, the Kapur Family Trust, Varun Kapur, and Karan Kapur have entered into an Inter-se Agreement dated December 9, 2024 which may affect their voting behaviour in the Company.

Failures to obtain, maintain or renew licenses, registrations, permits or approvals in relation to the operation of the company business in a timely manner or at all may adversely affect its business and results of operations.

The company may not be able to influence or exert control over its Associates and/or Joint Ventures. As certain of its strategic partners are the operators of airports in which the company operates, any conflicts of interest or disputes with such partners could adversely impact its business.

The company has in the past inadvertently been in non-compliance with certain provisions of the Companies Act and have filed compounding applications with the Registrar of Companies ("RoC"). The company cannot assure you that there will be no such non-compliances in the future and that the company will not be subject to any action including payment of penalty amount.

Its rent costs, comprising occupancy cost, depreciation of right-of-use assets, and interest expense on lease liabilities, accounted for 32.26%, 37.63% and 38.47% of total expenses in Fiscals 2025, 2024 and 2023, respectively. Any increase in the rent costs paid to airport and highway operators could adversely affect its profitability, results of operations and cash flows.

Adverse order, monetary penalty or ban against card networks and card issuers may impact its business operations, financial condition, and results of operations.

The company is dependent on the Lounge access programmes offered by its Lounge Partners to their customers for access to customers and revenue generation. If the company Lounge Partners cease to offer Lounge access for free or at all, its business, results of operations and prospectus would be significantly impacted.

Its may not be able to successfully develop and roll out new Travel QSRs or Lounges in new and existing airports.

Its may not be able to manage the company cost of operating Travel QSRs and Lounges.

Failures to accurately forecast demand for its products and services may result in it having insufficient numbers of Travel QSRs and Lounges to cater to growing demand or an excess or shortage of supplies.

The company employee benefit expenses amounted to 21.18%, 20.04% and 19.34% of total expenses for Fiscals 2025, 2024 and 2023, respectively. Increases in labour costs could adversely affect its business, results of operations and financial condition.

Any negative publicity or developments with respect to it or the company affiliates or business partners, including airport operators that the company partner with or their affiliates, could adversely impact its business, reputation, prospects and results of operations.

Its may requires a significant amount of capital which the company may be unable to obtain on favourable terms or at all. Its future capital needs may require it to obtain additional loans and borrowings or issue additional equity or debt securities that may contain restrictive covenants that limit its operations or our ability to pay dividends, or in the case of an issuance of securities, dilute its Shareholders` holding.

Its may fails to detect, deter and prevent all instances of fraud or negligence or other misconduct committed by the employees or other third parties, which may have a material adverse effect on its business, results of operations and financial condition.

The company had employee attrition rates of 58.65%, 61.73% and 66.33% in Fiscals 2025, 2024 and 2023, respectively. Failures to attract, retain and motivate our employees may adversely affect its business, results of operations, reputation and prospects.

The company is dependent on its Key Managerial Personnel, Senior Management and other qualified personnel and any inability to attract, integrate, motivate and retain such management or personnel could have a material adverse effect on its business.

The Company has a large workforce of 5,331 on-roll employees and 191 off-roll employees as of March 31, 2025, and may be subject to employee disruptions such as strikes, labour unrest or work stoppages that could have an adverse effect on its business and reputation.

Its Statutory Auditor have identified certain emphasis of matters in their auditor reports. Further, the auditors have included certain observations in their reporting under the Companies (Auditor`s Report) Order, 2020.

The company is reliant on one of its Promoters, SSP, to expand the company Lounge Business within Europe, North America and Australasia. If such partnership is unsuccessful or there is a material adverse change in the terms of such arrangement, its business, reputation, financial condition, and results of operations could be adversely affected.

The Company will not receive any proceeds from the Offer.

There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of statutory dues by it in future, may result in the imposition of penalties and in turn may have an adverse effect on its business, financial condition, results of operation and cash flows.

Highway Travel QSRs contributed 1.06%, 1.25% and 0.89% in Fiscals 2025, 2024 and 2023, respectively. Its may not be able to successfully expand the company Travel QSR business within the highway segment in India.

The company cannot assure payment of dividend on the Equity Shares in the future and its ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

Real and perceived health concerns arising from food-borne illnesses, quality or other negative foodrelated incidents could have a material adverse effect on its business, results of operations and financial condition.

Any data security incidents could expose it to litigation and damage the company reputation.

International expansion of its Lounge business is subject to various risks, including uncertain political and economic conditions, the division of management resources, and the need for significant upfront capital investment.

Its inability to recognise and respond to changes in consumer preferences and behaviours could have an adverse effect on the company business, results of operations and financial condition.

Its business depends on the continued success and reputation of the company partner brands and in-house brands, and any negative impact on these brands, or a failure by it or owners of the company partner brands to protect these brands, may adversely affect its business, results of operations and financial condition.

The company has incurred indebtedness of Rs. 2,741.35 million as of May 31, 2025, and are subject to certain restrictive covenants under the terms of its financing agreements, which may limit the company ability to seek additional financing or undertake certain business actions. Any inability to comply with repayment obligations and/or other covenants in its financing agreements could adversely affect the company business and financial condition.

The company is dependent on the adequate and timely delivery of quality ingredients, packaging materials and other necessary supplies. Failure of its suppliers to provide quality ingredients or materials, or fluctuations in the cost of ingredients, packaging materials or other costs could disrupt its operations and adversely affect the company profitability.

Its may undertake investments or strategic partnerships, which may prove to be difficult to integrate and manage or may not be successful.

A failures by it or the company brand partners to protect intellectual property rights related to the brands within its portfolio could adversely affect the company business, results of operations and financial condition. Defending intellectual property claims may be expensive and could divert valuable resources.

Its business is subject to seasonal variations that could result in fluctuations in the company results of operations and cash flows.

Its may suffer uninsured losses or suffer material losses in excess of insurance coverage which may adversely affect the company business, results of operations, cash flows and financial condition.

Its may be subject to claims for personal injuries at the company facilities.

The company has certain contingent liabilities that have not been provided for in its Restated Consolidated Financial Information, which if they materialise, may adversely affect the company financial condition.

The company has used information from the CRISIL Report which its commissioned for industry related data in this Red Herring Prospectus and any reliance on such information is subject to inherent risks.

The company could be subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject it to criminal and/or civil liability and harm its business.

The company faces foreign exchange risks that could adversely affect its results of operations and cash flows.

The company does not own the premises in which its Registered Office and Corporate Office are situated.

Certain of its Promoters, Directors, and Key Managerial Personnel and Senior Management may be interested in the Company other than in terms of remuneration, perquisites or benefits and reimbursement of expenses.