OVERVIEW:

Global growth is expected to remain moderate and uneven
amid geopolitical tensions, trade disruptions and tighter
financial conditions, with energy importers and trade-
exposed economies facing greater pressure, while economies
integrated into technology value chains benefiting from
increased AI-related investment. Global trade growth is
expected to moderate from 5.0% to 3.5% before recovering
to 4.3% in 2027. Nonetheless, stronger productivity, easing
trade restrictions and stabilising energy markets could provide
upside.

India remained one of the fastest-growing major economies in
FY 2025-26, with real GDP growth accelerating to 7.7% from
7.1 % in FY 2024-25, while real GVA grew by 7.9%. Growth was
broad-based across agriculture, manufacturing, construction
and services, supported by strong domestic demand, public
capital expenditure and infrastructure development. Exports
of goods and services increased by 9.3%, further supporting
economic activity. Continued improvements in transport and
digital connectivity, along with resilient consumption and
services, strengthened the foundations for sustained growth.

However, India also faced external pressures from geopolitical
tensions, disruptions to international routes and supply chains,
higher energy prices and currency movements. Airspace
closures across West Asia increased flight distances and
fuel consumption for long-haul carriers, while domestic fuel
shortages and higher global crude import costs added pressure
to transportation and industrial supply chains. Despite these
challenges, India’s underlying economic fundamentals
remained supportive.

GOVERNMENT INITIATIVES

Government policy continues to position tourism as a
key driver of economic growth, employment and regional
development. The Union Budget 2026-27 focuses on
destination competitiveness, skills, digitalisation and new
tourism experiences. India’s airport network has also expanded
from 74 airports in 2014 to more than 160 in 2025, supported
by investments in aviation infrastructure and improving rail
connectivity.

Regional and air connectivity is further expanding access to
smaller cities and emerging tourist destinations, and, together
with improved rail and airport infrastructure, are supporting
the growth of both domestic and international tourism.

Spiritual and experience-led tourism remain important growth
areas, supported by Swadesh Darshan 2.0 and PRASHAD,
with a focus on cultural, spiritual, heritage, wellness and rural
experiences. These initiatives can encourage longer visitor
stays while creating broader opportunities for accommodation,
transport, food, handicrafts, retail and local communities.

PERFORMANCE OVERVIEW

Thomas Cook India Group recorded a consolidated profit
after tax of ' 2,204.8 Mn (previous year ' 2,583.9 Mn). This
Profitability was impacted due to the geopolitical situation
more pronounced during the last quarter of FY 2025-26.
Total Income for FY 26 was at ' 85,577.5 Mn as compared
to ' 82,845.3 Mn in FY 25 reporting a growth of 3.30%. This
success can be attributed to the customer centricity, volume
growth, increased digital initiatives and Company’s strategic
focus on cost optimization. The Company’s prudent financial
management is evident from its strong position, with cash
and bank balances held as of March 31, 2026 which stood at
' 26 Bn.

PERFORMANCE HIGHLIGHTS
Standalone performance (FY26 v/s FY25)

• Total Income stood at ' 23,338.6 Mn compared to ' 22,439.7
Mn

• Total Income from operations stood at ' 21,338.0 Mn
compared to ' 20,737.1 Mn

• Profit Before Tax and exceptional items stood at ' 1,642.5
Mn compared to ' 1,680.2 Mn

• Profit after tax stood at ' 1,195.3 Mn compared to
' 1,070.0 Mn

• EPS grows to ' 2.57 for FY 26 from ' 2.30 in FY 25
Consolidated performance (FY26 v/s FY25)

• Total Income (includes other income) stood at ' 85,577.5
Mn from ' 82,845.3 Mn reporting a growth of 3%.

• Total Income from operations stood at ' 83,981.7 Mn
from ' 81,395.7 Mn

• The PBT before exceptional items and share of profit
from associates and joint venture stood at ' 3,328.3
Mn compared to ' 3,851.8 Mn (this included a one time
ex-gratia payment of '171 Mn)

• Profit after tax stood at ' 2,204.8 Mn compared to
' 2,583.9 Mn

• EPS stood at ' 4.70 for FY 26 from ' 5.46 in FY 25
EXTENSIVE NETWORK

As of March 31, 2026, Thomas Cook (India) Limited (TCIL),
along with its subsidiaries, continues to be amongst the largest
integrated travel groups in India. Thomas Cook (India) Limited, is
the leading omnichannel travel company in the country offering
a broad spectrum of services including Foreign Exchange,
Corporate Travel, MICE, Leisure Travel, Value Added Services
and Visa Services.

Thomas Cook (India) Limited along with its subsidiaries has
presence in 28 countries across 5 continents through its
branches/ representative offices.

NATURE OF BUSINESS

The Thomas Cook India Group operates a diversified portfolio
spanning Travel and Related Services, Financial Services,
Leisure Hospitality and Resorts and Digital Imaging Solutions.
On a standalone basis, your Company continues to be in the
Travel and Related Services, Financial Services and Leisure
Hospitality and Resorts.

DIVIDEND

The Board of Directors of the Company at its meeting held on
May 12, 2026, recommend dividend for approval of the
members on Equity shares @ 50% i.e. ' 0.5 (Rupees Fifty Paise
only) per equity share of ' 1/- each considering the overall
financial performance for the financial year ended on March
31,2026.

The proposed dividend on the equity share capital as
recommended by the Board is in accordance with the Dividend
Distribution Policy of the Company and will entail a pay out of
' 235.2 Mn for dividend, subject to withholding of applicable
taxes. The Board seeks approval of the shareholders for the
dividend recommended on the equity share capital as will be
outstanding on the date of book closure/ record date. Dividend
will be payable subject to approval of members at the ensuing
Annual General Meeting and deduction of tax at source, as the
case may be, to those Shareholders whose names appear in
the Register of Members as on the book closure/record date.

The above proposal for declaration of dividend forms part
of the Notice of the Forty Ninth Annual General Meeting and
the relevant Resolution is recommended for the members
approval therein.

GENERAL RESERVE

During the financial year, the Company has transferred
' 3.9 Mn from Share Option Outstanding Account to General
Reserve. The total General Reserve stands at ' 1183.1 Mn as
on March 31,2026.

PROMOTERS

Fairfax Financial Holdings Limited

The Promoter of your Company, Fairbridge Capital (Mauritius)
Limited ("FCML") is a wholly-owned subsidiary of Fairfax
Financial Holdings Limited ("Fairfax"), a company incorporated
under the laws of Canada and listed on the Toronto Stock
Exchange.

Fairfax is a holding company which, through its subsidiaries,
is primarily engaged in property and casualty insurance and
reinsurance and the associated investment management.
Fairfax was founded in 1985 by the present Chair and Chief
Executive Officer, Mr. Prem Watsa. Fairfax has been under
present management since 1985 and is headquartered in

Toronto, Canada. Fairfax’s corporate objective is to achieve
a high rate of return on invested capital and build long-term
shareholder value. Since 1985, Fairfax has demonstrated a
strong financial track record to achieve an annual compounded
appreciation in book value per share of 18.7% (including
dividends). As at December 31,2025, Fairfax has consolidated
assets of USD 107.8 billion.

Thomas Cook (India) Limited is a part of the Fairfax group. As
of March 31,2026, the promoter holds 63.83% of the total paid
up equity share capital of the Company.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013

During the financial year, the Company has not accepted
any deposits within the meaning of Section 73 & 76 of the
Companies Act, 2013, read with the Rules made thereunder,
and therefore, no amount of principal or interest on deposit
was outstanding as of the Balance Sheet date. The Company
has not availed any loan from its Directors during financial
year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the financial year, all the transactions with related parties
were in the ordinary course of business and on an arm’s length
basis and there were no material contracts or arrangements or
transactions not at arm’s length basis or otherwise. Therefore,
disclosure in Form AOC-2 is not applicable. Details of the
related party transactions as per IND AS 24 are provided in
the Standalone and Consolidated financial statements which
forms part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY AND ITS OPERATIONS IN FUTURE

There were no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees are given in the Corporate
Governance Report which forms part of the Annual Report.
Further, Investments are given in Note 5(a) of Standalone
Financial Statements which forms part of Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, with
respect to Directors’ Responsibility Statement, it is hereby
confirmed that:

i) in the preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed and there were no material
departures;

ii) the Directors have selected such accounting policies
and applied them consistently and made judgments 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 on 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 system to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

The aforesaid Directors Responsibility Statement has also
been reviewed and confirmed by the Audit Committee of the
Board of Directors of the Company.

DIRECTORS

Appointment and Re-appointment

In accordance with the provisions of Section 152 of the
Companies Act, 2013 read with the Rules made there under
and Article 116 of the Articles of Association of the Company,
Mr. Chandran Ratnaswami (DIN: 00109215) and Mr. Sumit
Maheshwari (DIN: 06920646) are liable to retire by rotation
at the ensuing Forty Ninth Annual General Meeting of the
Company. However, Mr. Chandran Ratnaswami expressed his
desire not to seek re-appointment due to his other pressing
commitments within the Fairfax Group, consequently he will
not be offering himself for re-appointment at the forthcoming
Annual General Meeting. The Board, while noting his decision,
places on record its sincere appreciation for the guidance,
commitment, and valuable contributions rendered by Mr.
Ratnaswami during his tenure of service. The Board also
decided not to fill the vacancy caused by the retirement of
Mr. Chandran Ratnaswami as the present composition of the
Board of Directors is adequate and meets the compliance
requirement. In terms of Section 152 of the Companies Act,
2013 (Act), that, if the vacancy of the retiring director was not
filled up, it would be required to be resolved expressly by the
shareholders not to fill the vacancy of the retiring director. The
said proposal for non-filling of the casual vacancy forms part
of the Notice of the Forty Ninth Annual General Meeting and
the relevant Resolution is recommended for the members
approval therein.

Further Mr. Sumit Maheshwari (DIN: 06920646) Non-Executive,
Non-Independent Director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting of the
Company being eligible, offers himself for re-appointment. Mr.
Maheshwari is not debarred from holding of office of Director
pursuant to any order issued by the Securities and Exchange
Board of India, Ministry of Corporate Affairs, Reserve Bank of
India or any other such authority.

Based on performance evaluation and recommendation of
Nomination and Remuneration Committee, the Board of
Directors recommends to the Shareholder re-appointment
of Mr. Sumit Maheshwari (DIN: 06920646) as Non-Executive,
Non-Independent Director of the Company.

The above proposal for re-appointment of Mr. Sumit
Maheshwari forms part of the Notice of the ensuing Forty
Ninth Annual General Meeting and the relevant Resolution is
recommended for the members approval therein.

Key Changes during the financial year and up to the date of
Report

• The Shareholders of the Company passed a Special
Resolution vide Postal Ballot on April 17, 2025 to approve
variation in remuneration of Mr. Mahesh Iyer as Managing
Director and Chief Executive Officer (DIN: 07560302) of
the Company due to his increased role and responsibility
of the Thomas Cook India Group for period of three (3)
years, commencing from April 1, 2025 to March 31,2028
and also approved payment of the said remuneration
as minimum remuneration in the event of absence or
inadequacy of profits during the said tenure of his office.

• Mr. Pravir Kumar Vohra (DIN: 00082545) ceased to be a
Director of the Company upon completion of his second
term as an Independent Director of the Company with
effect from closure of business hours of April 9, 2025.

• Mr. Madhavan Menon (DIN: 00008542) retired from the
position of Executive Chairman with effect from May 31,
2025 and was re-designated as Non-Executive Chairman
(in the capacity of Non-Executive, Non-Independent
Director) of the Board and the Company, not liable to retire
by rotation with effect from June 1,2025 for a period of five
(5) consecutive years with effect from June 1,2025 till May
31, 2030, which was duly approved by the Shareholders
through a Special Resolution vide Postal Ballot on April
17, 2025. Consequent to his change in designation he also
ceased to be a Key Managerial Personnel of the Company
with effect from May 31,2025.

• Mr. Sharad Kumar Saxena (DIN: 08238872) was appointed
as an Additional Non-Executive, Independent Director of
the Company with effect from February 4, 2025, for a first
term of five (5) consecutive years. The said appointment
was duly approved by the Shareholders through a Special
Resolution vide Postal Ballot on April 17, 2025.

• Mr. Madhavan Menon (DIN: 00008542) resigned from the
position of Non-Executive Chairman and as a Director
of the Company with effect from close of business
hours on September 17, 2025. During the financial year,
the Company made a payment of ' 171.0 Mn towards
ex-gratia to Mr. Madhavan Menon pursuant to approval
of Board of directors on May 30, 2025 and subsequent
approval by the shareholders through a special resolution
passed at Annual General Meeting held on September 3,
2025.The said payment was made in recognition of his 25
years of service.

• Mr. Gopalakrishnan Soundarajan (DIN: 05242795) was
designated as Non-Executive Chairman of the Board and
the Company with effect from November 12, 2025.

• Mr. Sunil Mathur (DIN: 00013239) ceased to be a Director
of the Company upon completion of his second term as
an Independent Director of the Company with effect from
close of business hours of December 22, 2025.

• Mr. Nilesh Vikamsey (DIN: 00031213) ceased to be a
Director of the Company Director upon completion of his
second term as an Independent Director of the Company
with effect from close of business hours of December 22,
2025.

• Mr. Gurumoorthy Mahalingam (DIN: 09660723) was
appointed as an Additional, Non-Executive, Independent
Director of the Company with effect from December 19,
2025 for a first term of five (5) consecutive years. The
said appointment was duly approved by the Shareholders
through a Special Resolution vide Postal Ballot on March
13, 2026.

• Mrs. Sharmila A. Karve (DIN: 05018751) was re-appointed
as a Non-Executive, Independent Director of the Company
with effect from May 29, 2026, for a second term of five
(5) consecutive years. The said re-appointment was
duly approved by the Shareholders through a Special
Resolution vide Postal Ballot on March 13, 2026.

• Mr. Chandran Ratnaswami notified the Company of his
decision of not to continue as a Director and consequently
will not be offering himself for re-appointment as a
Director retiring by rotation at the ensuing Forty Ninth
Annual General Meeting.

Declaration of Independence

The Company has received necessary declarations, including
compliance with code of conduct, from all the Independent
Directors on the Board of the Company confirming that they
meet the criteria of Independence as prescribed under Section
149 of the Companies Act, 2013 and the rules made there
under and Regulation 16(1)(b) and other applicable regulations,
if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended. The Independent Directors have also confirmed

that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties.

Further, the Independent Directors have also submitted their
declaration in compliance with the provision of Rule 6(3)
of Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, which mandates the inclusion of
an Independent Director's name in the data bank of persons
offering to become Independent Directors, of Indian Institute
of Corporate Affairs ("IICA") for a period of one year or five
years or life time, as the case may be till they continue to hold
the office of an Independent Director and also completed
the online proficiency test, conducted by Indian Institute of
Corporate Affairs, wherever applicable.

The Board of Directors, based on the declaration(s) received
from the Independent Directors, have verified the veracity
of such disclosures and confirmed that the Independent
Directors fulfill the conditions of independence specified in the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013, as amended and are independent of the
management of the Company.

The Independent Directors are free from any influence or
control of the Company's management and/or its Executive
Directors.

In the opinion of the Board, all the Independent Director are
persons possessing attributes of integrity, expertise and
experience (including proficiency) as required under the
applicable laws, rules and regulations.

The Company has issued letters of appointment/ re¬
appointment to Independent Directors in the manner as
provided under Companies Act, 2013. The terms and
conditions of the said appointment are hosted on website of
the Company.

Familiarization program for Independent Directors

Your Company has in place the familiarization programme
for Independent Directors with regard to their role, duties and
responsibilities, nature of the industry in which the Company
operates, business / operating model of the Company etc.
The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to
familiarise with the Company's procedures and practices. The
details of the training and familiarization program are provided
in the Corporate Governance Report, which forms part of the
Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation
of its own performance, Board committees and individual
directors pursuant to the provisions of the Companies Act,
2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors held on
March 26, 2026, performance of Non-Independent Directors,
the Board as a whole and the Chairperson of the Company
were evaluated. Further, the Independent Directors in the said
meeting had also assessed the quality, quantity and timeliness
of flow of information between the Company's management
and the Board.

The Independent Directors were satisfied with the overall
functioning of the Board, which displayed a high level of
commitment and engagement.

Performance evaluation of Independent Directors was done
by the entire board, excluding the Independent Directors
being evaluated. The performance evaluation of the Board
was based on the criteria such as the Board composition and
structure, information and functioning, succession planning,
strategic planning etc.

The performance evaluation of the Committees was based on
the criteria such as Structure of the Committee and meetings,
effectiveness of committee meetings, frequency of the
meetings, etc.

The performance evaluation of the Directors was based on
the criteria such as experience, knowledge and competency,
governance, safeguarding the interests of all stakeholders, etc.

The performance of the Independent Directors was based
on the criteria such as time devoted and attention given to
professional obligations for independent decision making and
acting in the best interest of the Company, strategic guidance
to the Company and help in determining important policies,
etc.

The above criteria are based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017.

Further, the said criteria were also mentioned in the rating
sheets which were filled by each of the Directors during the
financial year with regard to the above-mentioned performance
evaluations.

The Independent Directors of the Company, at their meeting
held on March 20, 2026, reviewed and evaluated the proposed
Composite Scheme of Arrangement and recommended
the Scheme to the Board, along with their comments and
recommendations.

Number of Board Meetings during the financial year

During the financial year, seven (7) meetings of the Board of
Directors were held and maximum interval between two Board
Meetings did not exceed 120 days, the details of which are
given in the Corporate Governance Report of the Company,
which forms a part of the Annual Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Section 203 of the Companies
Act, 2013, the Key Managerial Personnel of the Company as on
the date of this Report are:

Mr. Mahesh Iyer, Managing Director & Chief Executive Officer

Mr. Brijesh Modi, Chief Financial Officer

Mr. Amit Parekh, Company Secretary & Compliance Officer

AUDITORS

Statutory Auditors

The members of the Company at 45^th Annual General Meeting
("AGM") held on September 28, 2022 had re-appointed M/s B S
R & Co. LLP Chartered Accountants as the Statutory Auditors
of the Company, for a second term of five (5) consecutive
years to hold the office from the conclusion of 45^th AGM until
the conclusion of 50^th AGM of the Company.

Further, vide Ministry of Corporate Affairs ("MCA") notification
dated May 7, 2018, the requirement for ratification of
appointment of Statutory Auditors by members at every AGM
has been dispensed with. Accordingly, no such item has been
considered in the 49^th AGM Notice.

The Statutory Auditors Report does not contain any
qualifications, reservations, disclaimers or adverse remarks
on the financial statements of the Company. Further, the
Company is in compliance with the Reserve Bank of India
regulations on downstream investments issued from time to
time and no qualification were made by the Statutory Auditors
in their report & certificate.

SECRETARIAL AUDITOR

The Board of Directors have appointed M/s Dedhia Shah
& Partners LLP, Company Secretaries in Practice, having
Unique Code-L2025MH019000 & Peer reviewed firm (No.
6710/2025), as Secretarial Auditors of the Company under
Section 204 of the Companies Act, 2013 read with the
Rules made thereunder, for conducting the Secretarial
Audit for a period of five (5) years commencing from
Financial Year 2025-26 to Financial Year 2029-30 which
was duly approved by the shareholders at the ensuing
48^th Annual General Meeting held on September 3, 2025.
M/s Dedhia Shah & Partners LLP have confirmed that they
are not disqualified from being appointed as the Secretarial
Auditors of the Company for FY 2026-27 and continue to
satisfy the requisite eligibility criteria.

The Secretarial Audit Report for the financial year 2025-26 does
not contain any adverse remark, qualification or reservation.
The Secretarial Audit Report is annexed as Annexure 1 which
forms part of this Report.

In terms of Regulation 24A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, every listed entity and its material unlisted
subsidiaries incorporated in India shall undertake secretarial
audit and shall annex a Secretarial Audit Report given by
a company secretary in practice with the annual report of
the listed entity. For the FY 2025-26, the unlisted material
subsidiaries incorporated in India were M/s Sterling Holiday
Resorts Limited and M/s SOTC Travel Limited.

M/s Sterling Holiday Resorts Limited, has appointed M
Damodaran & Associates LLR Company Secretaries in
Practice as the Secretarial Auditor, for the financial year ended
March 31, 2026 and M/s SOTC Travel Limited has appointed
M/s Keyul M. Dedhia & Associates, Company Secretaries in
Practice as the Secretarial Auditor, for the financial year ended
March 31,2026.

Accordingly, the Secretarial Audit Report of M/s Sterling Holiday
Resorts Limited is set out in the "Annexure 1-A" and Secretarial
Audit Report of M/s SOTC Travel Limited in the "Annexure 1-B".
The said reports do not contain any qualification, adverse
remark, disclaimer or reservation.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable for the business
activities carried out by the Company.

DETAILS OF FRAUD REPORTED BY AUDITORS

There was no fraud reported by the Statutory Auditors under
the provisions of Section 143(12) of the Companies Act, 2013
and the Rules made there under.

CORPORATE SOCIAL RESPONSIBILITYCorporate Social Responsibility (“CSR") Committee

In compliance with the requirements of Section 135 of the
Companies Act, 2013 read with the applicable rules made
there under, the Company has a duly constituted CSR
Committee. The details of the CSR Committee are provided
in the Corporate Governance Report of the Company, which
forms part of this Annual Report.

The Composition of CSR committee as on March 31, 2026 is
as follows:

CSR Policy

The contents of the CSR Policy of the Company as approved
by the Board from time to time on the recommendation
of the CSR Committee is available on the website of the
Company and can be accessed through the web link at
https://resources.thomascook.in/downloads/01 Thomas
Cook CSR Policy.pdf

CSR initiatives undertaken during the financial year 2025-26,
if any

The Annual Report on CSR Activities undertaken by
Company during the financial year 2025-26, is annexed as
Annexure 2 which forms part of this Annual Report.

During the financial year, the Company was required to
spend 2% of the average net profits of the preceding
three financial years, amounting to ' 0.7 Mn. Against this
obligation, the Company has spent ' 2 Mn on approved CSR
projects as carried out by Fairfax India Charitable Foundation
(Implementing Agency). The CSR Committee has confirmed
that the implementation and monitoring of CSR activities are
in line with the CSR objectives and policy of the Company.

COMMITTEES OF BOARD

The Company has the following committees of the Board of
Directors and the details pertaining to such committees are
mentioned in the Corporate Governance Report, which forms
part of this Annual Report:

• Audit Committee

• Risk Management Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Sub-Committee of the Board

During the year, all recommendations made by the aforesaid
Committees were approved by the Board.

LISTING OF SECURITIES

As on the date of this report, the Company has its Equity
Shares listed on the following Stock Exchanges:

i. BSE Limited and

ii. National Stock Exchange of India Limited

The listing fees for the financial year under review and for
financial year 2026-27 have been paid to the Stock Exchanges
where the Equity Shares of the Company are listed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

Your Company continues to be committed to good corporate
governance aligned with the best corporate practices. It has

also complied with various standards set out by the Securities
and Exchange Board of India and the Stock Exchanges where
its Securities are listed. The Management Discussion and
Analysis Report for the financial year 2025-26, as stipulated
under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
forms part of this Annual Report.

For the financial year ended March 31, 2026, your Company
has complied with the requirements of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules
and regulations with respect to Corporate Governance.

A certificate from a Practicing Company Secretary obtained
by the Company regarding such compliance of conditions of
Corporate Governance is annexed to the Corporate Governance
Report which forms part of the Annual Report.

NOMINATION CUM REMUNERATION POLICY

For the purpose of selection of any Directors, Key Managerial
Personnel and Senior Management Employees, the
Nomination & Remuneration Committee identifies persons
of integrity who possess relevant expertise, experience and
leadership qualities required for the position. The Committee
also ensures that the incumbent fulfills such other criteria with
regard to age and other qualifications as laid down under the
Companies Act, 2013 or other applicable laws. The Board has,
on the recommendation of the Nomination & Remuneration
Committee framed a Nomination cum Remuneration policy
(Policy) for selection, appointment and remuneration of
Directors, Key Managerial Personnel & Senior Management
Employees.

The salient features of the Policy as approved by the Board
and amended from time to time are as follows:

i. Appointment of the Directors, Key Managerial Personnel
and Senior Management employees of the Company.

ii. Fixation of the remuneration of the Directors, Key
Managerial Personnel, Senior Management and other
employees of the Company.

iii. Formulate a criteria for determining qualifications, positive
attributes and independence of a Director.

iv. Specify methodology for effective evaluation of
performance of Board/Committees of the Board and
review the terms of appointment/re-appointment of
Independent Directors on the basis of the report of
performance evaluation of the Independent Directors.

v. To ensure a transparent nomination process for directors
with the diversity of thought, experience, knowledge,
perspective and gender in the Board.

vi. Undertake any other matters as the Board may decide
from time to time.

The Nomination cum Remuneration Policy of the Company is
hosted on the website of the Company athttps://resources.
thomascook.in/downloads/NRC Policy.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors
and Employees by adopting Whistle Blower Policy which is
available on the website of the Company and weblink thereto is
https://resources.thomascook.in/downloads/Whistle Blower.
pdf

PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE

The Company being in the Travel and Tourism Industry, its
activities do not involve any expenditure on Technology and
Research and Development, therefore, the particulars in the
Companies (Accounts) Rules, 2014, as amended, in respect
of Conservation of Energy and Technology Absorption is not
applicable to the Company. Further, the Company is not energy
intensive. However, the Company takes every effort to ensure
optimum use of energy by using energy- efficient LED Lightings,
Air Conditioners, etc.

During the financial year, the foreign exchange earnings from
travel related financial services of the Company amounted to
' 2,814.4 Mn, whereas, the Company has incurred ' 254.88
Mn as expenditure in foreign currencies towards interest,
bank charges, license fees, professional fees, travelling,
subscriptions, etc.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments occurred
during the financial year 2025-26 and between the end of the
financial year and the date of the Report affecting the financial
position of the Company.

Other Updates

• Pursuant to the Composite Scheme of Arrangement
between Quess Corp Limited ("Quess"), Digitide Solutions
Limited ("Digitide") and Bluspring Enterprises Limited
("Bluspring") and their respective shareholders and
creditors ("Scheme"), shareholders holding shares of
Quess as on record date i.e. April 15, 2025 were allotted
shares of Digitide and Bluspring in the ratio of 1:1. As on
April 15, 2025, ESOP Trust acting through its Trustee,
IDBI Trusteeship Services Limited, was holding 1,59,402
Equity shares of Quess and accordingly 1,59,402 shares
each of Digitide and Bluspring were allotted to ESOP Trust
which shall be transferred to the eligible employees upon
exercise of Thomas Cook ESOPs by them.

• The Board of Directors at its meeting held on May 12,
2025 appointed Mr. Ali Asgar Khuzema Lokat as the
Chief Internal Auditor (BPIA Head) of the Company and
designated him as Senior Management Personnel (SMP)
with effect from May 13, 2025.

• As part of the Cyber Security activities and as an update
to the Cyber incident the Company informed the Stock
Exchanges that along with Information Technology
security experts the Company have completed a full
check of all its systems to scan and remove all malware
and affected files to prevent any future recurrence. All
Information Technology applications and infrastructure
have been restored and running with enhanced security
features and the entire business operations are back
to normal. The cyber incident neither had any material
financial impact on the Company at present, nor is
expected to have any material financial impact in the
future.

• The Shareholders of the Company passed a Special
Resolution vide Postal Ballot on April 17, 2025 to approve
variation in remuneration of Mr. Mahesh Iyer as Managing
Director and Chief Executive Officer (DIN: 07560302) of
the Company due to his increased role and responsibility
of the Thomas Cook India Group for period of three (3)
years, commencing from April 1, 2025 to March 31,2028
and also approved payment of the said remuneration as
minimum remuneration in the event of absence of profits
or inadequacy of profits for the said tenure of his office.

• The Company had received the confirmation from Indian
Horizon Marketing Services Limited, of the receipt of
' 16,50,000 (Rupees Sixteen Lakhs Fifty Thousand Only)
i.e. the last and Final call amount (Final Call money) of
' 2.5 (Two Rupees Fifty Paisa Only) per Equity Share as
per the terms of offer for subscription for 6,60,000 equity
shares of ' 10/- each and ' 36,50,000 (Rupees Thirty-Six
Lakhs Fifty Thousand Only) i.e. last and Final call amount
(Final Call money) of ' 2.5 (Two Rupees Fifty Paisa Only)
per Class A Equity Share as per the terms of offer for
subscription of 14,60,000 Class A Equity Shares of ' 10/-
each. With payment of last and Final call the Equity Shares
and the Class A Equity Shares of Indian Horizon Marketing
Services Limited are of ' 10/- each are fully paid-up.

• During the financial year 2024-25, Travel Circle
International (Mauritius) Limited, a subsidiary of the
Company in Mauritius, had incorporated a wholly owned
subsidiary, Travel Circle International (Cyprus) Limited
(TCICL), in Nicosia, Cyprus with Authorized Share Capital
EUR 200,000 (Two Hundred Thousand Euros) divided
into 200,000 (Two Hundred Thousand) ordinary shares
of EUR 1 (One Euro). During the financial year under
review, post capital infusion, TCICL allotted 1,00,000 (One
Hundred Thousand) ordinary shares of EUR 1 (One Euro)
each to Travel Circle International (Mauritius) Limited and
commenced its business operations.

• Travel Circle International (Mauritius) Limited, a subsidiary
of the Company in Mauritius, has intimated to the
Company on November 4, 2025 that Desert Adventures
Tourism (Saudi Arabia), its step-down subsidiary, an entity

registered in Kingdom of Saudi Arabia has been granted
a Travel and Tourism Services License by the Ministry of
Tourism, Kingdom of Saudi Arabia.

The Board of Directors at its meeting held November 12,

2025 inter-alia granted approval to enter into an addendum
to the Share Subscription cum Joint Venture Agreement
(JVA) dated September 30, 2024 with Atirath Technologies
Private Limited ("JV Partner") and Indian Horizon
Marketing Services Limited ("JV Co."), further delegating
powers to sub-committee for execution of various
functions required for the said purpose. Accordingly, the
Sub-Committee of Board of Directors on March 24, 2026
approved the execution of the Supplemental Agreement
to the Share Subscription cum Joint Venture Agreement
('Supplemental Agreement’) with JV Partner for investing
in JV Co. for the purpose of co - developing the Travel AI
Platform. Furthermore, the Sub-Committee of Board of
Directors on March 27, 2026 authorised the subscription
by way of Preferential Offer of 25,00,000 Class A Equity
Shares of ' 10/- each of the JV co.

The Shareholders of Sterling Holiday Resorts Limited
('SHRL’) (Wholly Owned Material Subsidiary of TCIL), at
their Extraordinary General Meeting held January 5, 2026
approved the shifting of its registered office from the
State of Tamil Nadu to state of Maharashtra subject to
completion of necessary regulatory formalities.

The Board of Directors at its meeting held on March 20,
2026, approved the Composite Scheme of Arrangement
amongst Thomas Cook (India) Limited ("Demerged
Company" or "Transferee Company" or "TCIL") and Sterling
Holiday Resorts Limited ("Resulting Company" or "SHRL")
and TC Visa Services (India) Limited ("Transferor Company
1" or "TCVSL") and Jardin Travel Solutions Limited
("Transferor Company 2" or "JTSL") and Borderless Travel
Services Limited ("Transferor Company 3" or "BTSL") and
their respective shareholders.

The Board of Directors at its meeting held on March 20,

2026 appointed Mr. Deepesh Varma as the Chief Business
Officer, Foreign Exchange of the Company and designated
him as Senior Management Personnel of the Company
with effect from April 1,2026.

Mrs. Mona Cheriyan, President & Group Head, Human
Resources, Senior Management Personnel, has retired
from the services of the Company and ceased to be a
Senior Management Personnel of the Company with
effect from the close of business hours of March 31,
2026.

The Board of Directors at its meeting held on March 20,
2026 appointed Ms. Deepti Sheth as President and Group
Head, Human Resources of the Company and designated
her as Senior Management Personnel with effect from
April 1, 2026.

• During the financial year 2025-26 CRISIL has upgraded the
long-term rating and corporate credit rating of Thomas
Cook (India) Limited (TCIL) to "CRISIL AA/Stable" from
"CRISIL AA-/Positive" and reaffirmed the short-term rating
at "CRISIL A1 .

• During the Financial year the Government of India w.e.f.
November 21, 2025 consolidated 29 existing labour
regulations into four Labour codes, namely, The Code
on Wages, 2019, The Industrial Relations Code, 2020,
The Code on Social Security, 2020 and the Occupational
Safety, Health and Working Conditions Code, 2020,
collectively referred to as the 'New Labour Codes’. Based
on the requirements of New Labour Codes and relevant
Accounting Standards, the Company has estimated
the liability for employee benefits, which resulted in an
incremental expense on account of recognition of past
service costs. Considering the material, one-time nature of
the incremental amount, the Company has presented the
same as an 'Exceptional Item’ in the standalone financial
statements for the year ended March 31,2026 amounting
to ' 174.8 Mn, on the basis of guidance provided by ICAI.

• Your Company is actively monitoring and aligning its
internal accounting, tax computation, and compliance
management systems with the provisions of the newly
enacted Income Tax Act, 2025 (effective from April 1,
2026). The management has evaluated the streamlined
framework, the unified Tax Year tracking mechanism, and
revised procedural rules, ensuring that our robust internal
control systems for tax reporting remain adequate,
effective, and fully prepared for seamless compliance
under the new Tax regime.

COMPOSITE SCHEME OF ARRANGEMENT

Your Company owns and / or operates multiple resorts across
India providing retreats in scenic locations amidst natural
surroundings and hosting curated services across multiple
attractive market segments. On the other hand, Sterling
Holiday Resorts Limited (SHRL) has a wide range of experience
of running and operating resort business. Your Company and
SHRL’s Management believes that, the Resort Business of
your company would reap more benefit from being owned and
operated by SHRL and that for better focus and maximum
result it is better to divest the Resort Business into SHRL and
subsequently list SHRL on the Stock Exchanges. The objective
is to segregate business verticals, sharpen focus on core
businesses, and enable both entities to pursue aligned growth
opportunities, improving efficiency and profitability.

The Management of your company also believes that the
consolidation of the face value of its equity shares will
significantly improve key financial ratios, thereby better
reflecting the true market value of the TCIL’s shares, aligning
the share price with its intrinsic value and creating financial
stability and valuation metrics, thereby presenting more
accurate representation of the Company’s financial strength
and long-term prospects.

Furthermore, TC Visa Services (India) Limited, Jardin travels
Solutions Limited and Borderless Travel Services Limited
are not engaged in active business operations and continue
to incur routine compliance and administrative cost. Their
absorption into TCIL will streamline the corporate structure
and reduce overheads, resulting in increased efficiency and
focus on core business activities.

The Management of your company is of the view that
reduction of share capital of TCIL is necessary to right size the
balance sheet and have an efficient capital structure and that
the shareholders also benefit in terms of improved earnings
per share. The proposed reduction of the equity share capital
of TCIL would not have any adverse effect on the creditors of
TCIL or on the Company’s ability to meet its obligations in the
ordinary course of business as there is no payout resulting
from the proposed capital reduction.

Accordingly, the Board of Directors of your Company at its
meeting held on March 20, 2026, approved the Composite
Scheme of Arrangement amongst Thomas Cook (India) Limited
("Demerged Company" or "Transferee Company" or "TCIL")
and Sterling Holiday Resorts Limited ("Resulting Company"
or "SHRL") and TC Visa Services (India) Limited ("Transferor
Company 1" or "TCVSL") and Jardin Travel Solutions Limited
("Transferor Company 2" or "JTSL") and Borderless Travel
Services Limited ("Transferor Company 3" or "BTSL") and their
respective shareholders. The Scheme inter-alia provided:

a) The demerger of the Demerged Undertaking of TCIL into
SHRL as a going concern with effect from the Appointed
Date, and issuance and allotment of New Shares by
the Resulting Company i.e. SHRL to all the Eligible
Shareholders of TCIL as per the Share Entitlement Ratio
in the manner set out in this Scheme;

b) The consolidation of 4 (four) equity shares of TCIL of face
value of ' 1/- (Indian Rupee One Only) each into 1 (one)
equity share of TCIL of face value of ' 4/- (Indian Rupees
Four Only) each, in the manner set out in this Scheme;

c) The amalgamation of TCVSL, JTSL and BTSL with TCIL
in the manner set out in this Scheme and consequent
dissolution of TCVSL, JTSL and BTSL without being
wound up; and

d) Reduction of paid-up equity share capital of TCIL by
reducing the face value of paid-up equity shares from ' 4/-
(Indian Rupees Four Only) per equity share to ' 3/- (Indian
Rupees Three Only) per equity share in the manner set out
in this Scheme.

The said Composite Scheme of Arrangement is subject to
requisite statutory and regulatory approvals and sanction by
the respective shareholders of each of the Companies involved
in the Scheme.

COMPLIANCE MANAGEMENT FRAMEWORK

The Company has instituted an online compliance
management system within the organization to monitor
compliances and provide update to senior management and
Board on a periodic basis. The Audit Committee periodically
monitors status of compliances with applicable laws.

RISK MANAGEMENT

The Company has adequate Risk Management framework to
identify, measure, manage and mitigate business risks and
opportunities. This framework seeks to create transparency,
minimize adverse impact on the business strategy and
enhance the Company’s competitive advantage. This risk
framework thus helps in managing market, credit and
operational risks and quantifies potential impact at a Company
level. Further in the opinion of the Board there are no identifiable
risks which may threaten the existence of the company.

The details and the process of the Risk Management
as implemented in the Company are provided as part of
Management Discussion and Analysis which forms part of the
Annual Report.

ANNUAL RETURN

In compliance with the provisions of Section 134 and 92 of
the Companies Act, 2013, the Company has placed a copy
of the Annual Return as on March 31, 2026 on its website at
https://resources.thomascook.in/downloads/MGT7 Annual
Return March 2026.pdf

ACQUISITIONS/ INCORPORATIONS/ OTHER CORPORATE
RESTRUCTURINGS

The Company is committed to building long term shareholder
value by growing the business inorganically and through
acquisitions and alliances.

The Company was directly or indirectly involved in the following
Acquisitions/ Incorporations:

• The Board of Directors at its meeting held November 12,
2025 inter-alia granted approval to enter into an addendum
to the Share Subscription cum Joint Venture Agreement
(JVA) dated September 30, 2024 with Atirath Technologies
Private Limited ("JV Partner") and Indian Horizon
Marketing Services Limited ("JV Co."), further delegating
powers to sub-committee for execution of various
functions required for the said purpose. Accordingly, the
Sub-Committee of Board of Directors on March 24, 2026
approved the execution of the Supplemental Agreement
to the Share Subscription cum Joint Venture Agreement
('Supplemental Agreement’) with JV Partner for investing
in JV Co. for the purpose of co - developing the Travel AI
Platform. Furthermore, the Sub-Committee of Board of
Directors on March 27, 2026 authorised the subscription
by way of Preferential Offer of 25,00,000 Class A Equity
Shares of Rs. 10/- each of the JV co.

• Travel Circle International (Mauritius) Limited, a
subsidiary of the Company in Mauritius, on October 29,
2025 intimated to the Company about a change in the
shareholding structure of one of its step-down subsidiaries
i.e Desert Adventures Tourism Company, Jordan (DATC).
Desert Adventures Tourism LLC (Dubai) (DAT LLC) a
subsidiary of Travel Circle International (Mauritius)
Limited was already exercising 100% control over DATC
through 50% direct stake and 50% beneficial stake
through a nominee shareholder, in accordance with the
then prevailing Jordanian Law. With the relaxation in local
Jordanian law, allowing 100% foreign shareholding, the
Desert Adventures Tourism LLC entity felt it appropriate
to become the 100% direct stakeholder. Accordingly, the
local Jordanian nominee shareholder has transferred 50%
of the shares held by him to Desert Adventures Tourism
LLC (Dubai) (the Beneficial Owner), which results in the
DAT LLC holding 100% of the share capital.

GREEN INITIATIVE

In line with the Ministry of Corporate Affairs Circulars and
the Securities and Exchange Board of India ("SEBI") Circulars,
Notice of the 49^th AGM along with the Integrated Annual Report
for the financial year 2025-26 is being sent by electronic mode
to those Members whose e-mail addresses are registered with
the Company/ Depositories. Physical copy of the Notice of the
49^th AGM along with Integrated Annual Report for the financial
year 2025-26 shall be sent to those Members who request
for the same atsharedept@thomascook.inmentioning their
names, Folio Number/DP ID and Client ID.

We request all the shareholders to support the 'Green Initiative’
of the Ministry of Corporate Affairs and the Company’s
continuance towards greener environment by enabling
the service of the Annual Report, AGM Notice and other
communications, documents electronically to your email
address registered with your Depository Participant/ Registrar
and Share Transfer Agent. We also request and encourage
all the investors whose e-mail id is not registered to take
necessary steps to register their e-mail id with the Depository
Participant/ Registrar and Share Transfer Agent.

AWARDS AND RECOGNITIONS

During the financial year 2025-26, the following prestigious
awards and accolades were received by the Company and its
Subsidiaries:

• Thomas Cook India won Gold for the 'Best Use of
E-Commerce’ at the IAMAI India Digital Awards 2026

• Thomas Cook India won "Best In House Legal Team"
Award at the 6th Annual Corporate Legal Counsel Summit
& Awards 2026

• Thomas Cook India won ET Edge’s Best Organizations for
Women (BOW) 2026

• Thomas Cook India won MICE Powerhouse at MaxiiiMICE
Awards 2025

• SOTC Travel won the Best Outbound Tour Operators
award by ITCTA; and

• SOTC Travel awarded MICE Tour Operator of the Year
(Domestic & Outbound) at SATTE Awards 2025.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

Your Company has Zero tolerance towards any action on the
part of any executive which may fall under the ambit of 'Sexual
Harassment’ at workplace, and is fully committed to uphold
and maintain the dignity of every women executive working in
the Company. The Company values the dignity of individuals
and strives to provide a safe and respectable working
environment to all its employees. The Company is committed
to providing an environment, which is free of discrimination,
intimidation and abuse.

Pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules
made thereunder, the Company has a Policy for prevention
of Sexual Harassment in the Company. All the employees
(permanent, contractual, temporary and trainees) are covered
under this policy.

Your Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Details of POSH related complaints during Financial year
2025-26:

COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961.

The Company has complied with the applicable provisions of
the Maternity Benefit Act,1961. It has ensured that all eligible
female employees are extended the benefits mandated under
the Act including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.

The Company remains committed to providing a safe,
supportive, and inclusive work environment and continues
to implement policies that support the health and well-being
of women employees, especially during maternity and post¬
maternity periods.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY

The details on Internal Financial Control System and their
adequacy are provided in the Management Discussion and
Analysis Report of the Company, which forms part of the
Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors
and Employees as required under Section 197 of the
Companies Act, 2013 and Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended, is annexed as Annexure 3 which forms part of this
Report.

Statement containing Particulars of Employees pursuant to
Section 197 of the Companies Act, 2013 and Rule 5(2) and
Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, forms
part of the Annual Report. As per the provisions of Section
136 of the Companies Act, 2013, the reports and Financial
Statements are being sent to Shareholders of the Company and
other Shareholders entitled thereto, excluding the Statement
containing Particulars of Employees. Any Shareholder
interested in obtaining such details may write to the
Company Secretary & Compliance Officer of the Company at
sharedept@thomascook.in

The details of Male, Female and Transgender employees as
on the closures of financial year as per Ministry of Corporate
Affairs Notification dated May 30, 2025 are mentioned below:

EMPLOYEE STOCK OPTION PLANS (ESOPs)

The Company has in force the following Schemes which get
covered under the provisions of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021:

- Thomas Cook Employees Stock Option Plan 2007 (ESOP
2007)

- Thomas Cook Save As You Earn Scheme 2010 (SAYE
Scheme 2010)

- Thomas Cook Employees Stock Option Plan 2013 (ESOP
2013)

- Sterling Holiday Resorts (India) Limited Employee Stock
Options Scheme 2012 (SHRL ESOP 2012)

- Thomas Cook Employees Stock Option Scheme 2018 -
EXECOM (ESOP 2018 - EXECOM)

- Thomas Cook Employees Stock Option Scheme 2018-
Management (Management ESOP 2018)

- Thomas Cook Employees Stock Option Scheme 2024 -
Execom (ESOP 2024 - EXECOM)

During the quarter ended December 31, 2019, the Company
formed Thomas Cook Employees Benefit Trust ("Thomas Cook
ESOP Trust"), which subscribed 73,56,122 equity shares of the
Company for ' 11,048.8 Lakhs out of the loan received from
the Company. Pursuant to the approval of the Hon’ble National
Company Law Tribunal, the Composite Scheme of Arrangement
and Amalgamation between Thomas Cook (India) Limited and
various other companies (the "Scheme"), the Thomas Cook
ESOP Trust received 13,89,571 equity shares of Quess Corp
Limited ("QCL"). Out of 13,89,571 equity shares of QCL received,

39.205 Equity shares were transferred to eligible employees on
exercise of options during the financial year ended March 31,
2026.

During the year under review, pursuant to the Composite
Scheme of Arrangement approved under the applicable
provisions of the Companies Act, 2013, Quess Corp Limited
("Quess") demerged two of its businesses into Digitide
Solutions Limited ("Digitide") and Bluspring Enterprises
Limited ("Bluspring"), which became effective on April 15, 2025
and shareholders holding shares of Quess as on record date
i.e. April 15, 2025 were allotted shares of Digitide and Bluspring
in the ratio of 1:1.

As on April 15, 2025, Thomas Cook (India) Limited ESOP Trust
acting through its Trustee, IDBI Trusteeship Services Limited,
was holding 1,59,402 shares of Quess. Accordingly, 1,59,402
shares each of Digitide and Bluspring were allotted to Thomas
Cook (India) Limited ESOP Trust which shall be transferred to
the eligible employees upon exercise of Thomas Cook ESOPs
by them. Accordingly, post exercise by eligible employees

39.205 Equity shares each of Digitide and Bluspring were also
transferred to the employees upon exercise of ESOPs.

During the financial year ended March 31,2026, Thomas Cook
ESOP Trust has transferred 2,53,953 equity shares of ' 1/-
each, to the eligible employees under various Employee Stock
Option Schemes ("ESOP"). Further, vesting of stock options
and other details related to stock options may be referred to
in the ESOP Disclosure available on the Company’s website.

Also, during the financial year ended March 31, 2026 the
Nomination and Remuneration Committee of the Board of
Directors of the Company had granted the following options to
the eligible employees:

- granted of 454,529 Stock Options pursuant to the Thomas
Cook Employees Stock Option Plan 2013 (ESOP 2013) on
July 30, 2025

- granted 431,200 Stock Options pursuant to the Thomas
Cook Employees Stock Option Scheme 2018 - EXECOM
(ESOP 2018 - EXECOM) on July 30, 2025

- granted 34,78,824 Stock Options pursuant to the Thomas
Cook Employees Stock Option Scheme 2024 - Execom
(ESOP 2024 - EXECOM) on July 30, 2025

- granted 10,00,000 Stock Options pursuant to the Thomas
Cook Employees Stock Option Scheme 2024 - Execom
(ESOP 2024 - EXECOM) on February 5, 2026

- granted 13,70,000 stock options to eligible employees
under the Thomas Cook Employees Stock Option Scheme
2024 - Execom (ESOP 2024 - EXECOM) on March 20,
2026.

The Nomination & Remuneration Committee administers and
monitors the ESOP Schemes. Disclosure on various Schemes,
as required under Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 read with SEBI Circular no. CIR/CFD/
POLICY CELL/2/2015 dated June 16, 2015 are available
on the Company’s website and the weblink thereto is
https://www.thomascook.in/investor-relations

Details on amendments to the ESOP Schemes of the
Company

• The Board of Directors vide its resolution dated February 3,
2025, approved the Thomas Cook Employees Stock Option
Scheme 2024 - Execom (ESOP 2024 - EXECOM) for grant
of stock options to eligible Employees of the Company
and its Subsidiary Companies (Present and Future, if
any) which was duly approved by the Members through
Special Resolution vide Postal Ballot on April 17, 2025.
The Company has during the Financial year has granted
58,48,824 options under the ESOP 2024 - EXECOM.

• The Board of Directors vide its resolution dated November
12, 2025, approved the amendment(s) to Thomas Cook
Employees Stock Option Scheme 2024 - Execom (ESOP
2024 - EXECOM) which was duly approved by the
Members through Special Resolution vide Postal Ballot
on December 19, 2025.

• The Board of Directors vide its resolution dated November
12, 2025, approved the extending benefits of the amended
Thomas Cook Employees Stock Option Scheme 2024 -
Execom (ESOP 2024 - EXECOM) to the present and future
employees of subsidiary companies which was duly
approved by the Members through Special Resolution
vide Postal Ballot on December 19, 2025.

• The Board of Directors vide its resolution dated November
12, 2025, approved the amendment(s) to Thomas Cook
Employees Stock Option Scheme 2018 - Execom
(ESOP 2018 - EXECOM) which was duly approved by the
Members through Special Resolution vide Postal Ballot on
December 19, 2025.

• The Board of Directors vide its resolution dated November
12, 2025, approved the extending benefits of the amended
Thomas Cook Employees Stock Option Scheme 2018 -

Execom (ESOP 2018 - EXECOM) to the present and future
employees of subsidiary companies which was duly
approved by the Members through Special Resolution
vide Postal Ballot on December 19, 2025.

• The Board of Directors vide its resolution dated November
12, 2025, approved the amendment(s) to Thomas Cook
Employees Stock Option Plan 2013 (ESOP 2013) which
was duly approved by the Members through Special
Resolution vide Postal Ballot on December 19, 2025.

• The Board of Directors vide its resolution dated November
12, 2025, approved the extending benefits of the amended
Thomas Cook Employees Stock Option Plan 2013 (ESOP
2013) to the present and future employees of subsidiary
companies which was duly approved by the Members
through Special Resolution vide Postal Ballot on December
19, 2025.

• The Board of Directors of the Company at their meeting held
on November 12, 2025 and Shareholders through Special
Resolution vide Postal Ballot on December 19, 2025,
approved amendment of ESOP Schemes for ensuring
availability of adequate pool balance of stock options
for future grants and flexibility in vesting conditions for
attracting and retaining talent and motivating employees.
Accordingly, ESOP 2024 - EXECOM was amended to
increase the maximum number of stock options to
65,70,000 by addition of 10,00,000 stock options and
the vesting period of ESOP 2024 - EXECOM, ESOP 2013,
EXECOM ESOP 2018 was modified from 4-7 years to 3-7
years.

The stock options granted under ESOP 2007, SAYE Scheme
2010, ESOP 2013, SHRL ESOP 2012, ESOP 2018 - EXECOM
and Management ESOP 2018 schemes upon vesting subject
to necessary approvals enables the option grantee to exercise
and receive shares of the Company by transfer of shares from
Thomas Cook (India) Limited Employees Trust (ESOP Trust) and
the options already granted and to be granted under ESOP
2024 - EXECOM Scheme upon vesting subject to necessary
approvals will enable the option grantee to exercise and receive
shares of the Company upon allotment of shares.

The above Schemes are in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, as amended. The Company
has also obtained the certificate from the Secretarial Auditor
of the Company certifying that the Company’s Employee Stock
Option Scheme(s) have been implemented in accordance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as
amended and in accordance with the resolutions passed by
the Members.

During the financial year, 67,34,553 options were granted
under various ESOP Schemes and no option grantees has
been granted options equal to or exceeding 1% of the issued

share capital of the Company at the time of grant during the
financial year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
AWARENESS INITIATIVE - SAKSHAM NIVESHAK CAMPAIGN

The Investor Education and Protection Fund Authority (IEPFA),
Ministry of Corporate Affairs (MCA), launched the Campaign,
titled "Saksham Niveshak", aimed at facilitating shareholders
whose dividends remain unpaid or unclaimed, with a special
focus on KYC updation and compliance with prescribed
regulatory requirements.

Your Company has consistently undertaken various initiatives
to assist shareholders in claiming their unpaid/unclaimed
dividends and updating their records. As part of its ongoing
shareholder outreach efforts, the Company has been
periodically communicating with concerned shareholders
through reminder letters and other modes of communication,
encouraging them to update their KYC details and claim their
pending entitlements.

In line with the aforesaid initiative of the IEPFA, the Company
participated in the "Saksham Niveshak" 100-Days awareness
campaign contemplated by the IEPF authorities and continued
its efforts to create awareness among shareholders regarding
unpaid/unclaimed dividends, KYC updation, nomination
requirements, and other related compliance measures, with
the objective of facilitating the claim process and enhancing
shareholder services. The Company initiated a 100 Days
Campaign - "Saksham Niveshak commencing from July 28,
2025 till November 6, 2025 in compliance with the applicable
circulars. Further, in line with the communication dated March
27, 2026 issued by IEPFA, MCA, the Company has launched
Second 100 Days Campaign titled "Saksham Niveshak"
commenced from April 1, 2026 and shall conclude on July 9,
2026. The campaign has been re-launched with an expanded
scope to further facilitate the direct payment of unclaimed/
unpaid dividends to the shareholders by the companies and
proactively engage with shareholders to facilitate assistance
in updating their KYC details.

Your Company remains committed to safeguarding
shareholders’ interests and ensuring effective communication
and investor awareness in compliance with applicable
regulatory requirements.

SUBSIDIARY AND ASSOCIATE COMPANIES

In accordance with Section 129 of the Companies Act, 2013,
read with the Rules made thereunder, the Company has
prepared a consolidated financial statement of the Company
and all its Subsidiaries, Joint Ventures and Associate
companies, which is forming part of the Annual Report.
A statement containing salient features of the financial
statements and other necessary information of the Subsidiary/
Associates/Joint venture companies as per the provisions of
the Companies Act, 2013, in the prescribed Form AOC-1 is
included in the Annual Report. The said form also highlights

the financial performance of each of the Subsidiaries, Joint
Ventures and Associates of the Company, included in the
consolidated financial statements of the Company.

Details of the Subsidiaries and Associates of the Company are
mentioned in the Annual Return hosted on the website of the
Company.

In accordance with the provisions of the Section 136 of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the consolidated
financial statements has been placed on the website of the
Company, www.thomascook.in

Further, as per the proviso of the said section, Annual Financial
Statements of each of the subsidiary companies have
also been placed on the website of the Company at www.
thomascook.in

Accordingly, the said documents are not being attached to the
Annual Report. Shareholders interested in obtaining the copy
of the Annual Financial Statement of subsidiaries companies
may write to the Company Secretary & Compliance Officer of
the Company. Further, the details of the material subsidiaries
for FY 2025-26 are mentioned in detail in the Corporate
Governance Report forming part of the Annual Report.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE
ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE FINANCIAL YEAR

The Company was directly or indirectly involved in the following
acquisitions/incorporation:

• During the financial year 2024-25, Travel Circle
International (Mauritius) Limited, a subsidiary of the
Company in Mauritius, had incorporated a wholly owned
subsidiary, Travel Circle International (Cyprus) Limited
(TCICL), in Nicosia, Cyprus with Authorized Share Capital
EUR 200,000 (Two Hundred Thousand Euros) divided
into 200,000 (Two Hundred Thousand) ordinary shares
of EUR 1 (One Euro). During the financial year under
review, post capital infusion, TCICL allotted 1,00,000 (One
Hundred Thousand) ordinary shares of EUR 1 (One Euro)
each to Travel Circle International (Mauritius) Limited and
commenced its business operations.

• The Board of Directors at its meeting held on November
12, 2025 inter-alia granted approval to enter into an
addendum to the Share Subscription cum Joint Venture
Agreement (JVA) dated September 30, 2024 with Atirath
Technologies Private Limited ("JV Partner") and Indian
Horizon Marketing Services Limited ("JV Co."), further
delegating powers to sub-committee for execution
of various functions required for the said purpose.
Accordingly, the Sub-Committee of Board of Directors
on March 24, 2026 approved the execution of the

Supplemental Agreement to the Share Subscription cum
Joint Venture Agreement ('Supplemental Agreement’)
with JV Partner for investing in JV Co. for the purpose of
co - developing the Travel AI Platform. Furthermore, the
Sub-Committee of Board of Directors on March 27, 2026
authorised the subscription by way of Preferential Offer of
25,00,000 Class A Equity Shares of ' 10/- each of the JV co.

• Travel Circle International (Mauritius) Limited, a
subsidiary of the Company in Mauritius, on October 29,
2025 intimated to the Company about a change in the
shareholding structure of one of its step-down subsidiaries
i.e Desert Adventures Tourism Company, Jordan (DATC).
Desert Adventures Tourism LLC (Dubai) (DAT LLC) a
subsidiary of Travel Circle International (Mauritius)
Limited was already exercising 100% control over DATC
through 50% direct stake and 50% beneficial stake
through a nominee shareholder, in accordance with the
then prevailing Jordanian Law. With the relaxation in local
Jordanian law, allowing 100% foreign shareholding, the
Desert Adventures Tourism LLC entity felt it appropriate
to become the 100% direct stakeholder. Accordingly, the
local Jordanian nominee shareholder has transferred 50%
of the shares held by him to Desert Adventures Tourism
LLC (Dubai) (the Beneficial Owner), which results in the
DAT LLC holding 100% of the share capital.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the end of the financial
year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

There were no valuations done for the purposes of one¬
time settlement and for obtaining any loan from the Banks/
Financial Institutions.

REGISTERED OFFICE

The Registered Office of the Company is situated at 11^th Floor,
Marathon FutureX Building, N. M. Joshi Marg, Lower Parel
(East), Mumbai 400013. There is no change in the Registered
office of the Company during the financial year 2025-26.

REGISTRAR AND SHARE TRANSFER AGENT (RTA)

MUFG Intime India Private Limited
Contact Person: Mr. Deepak Tambe

Registered and Corporate Office: C-101, 1^st Floor, Embassy
247, Lal Bahadur Shashtri Marg, Vikhroli (West), Mumbai -
400 083

Telephone: 91 22 49186000

Website:https://in.mpms.mufg.com/

Investor Grievance E-mail:investor.helpdesk@in.mpms.mufg.
com

DIVIDEND DISTRIBUTION POLICY

The Company has adopted the Dividend Distribution Policy
to determine the distribution of dividends in accordance with
the provisions of applicable laws. The Dividend Distribution
policy is available on the website of the Company at
https://resources.thomascook.in/downloads/Dividend
Distribution Policy.pdf

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to amendment in the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, top 1,000 listed entities based on market
capitalization are required to submit a Business Responsibility
& Sustainability Report ("BRSR") for the FY 2025-2026.

Accordingly, the Company has adopted BRSR and other ESG
initiatives. A detailed BRSR in the format prescribed by the
Securities and Exchange Board of 2025-2026.

Accordingly, the Company has adopted BRSR and other ESG
initiatives. A detailed BRSR in the format prescribed by the
Securities and Exchange Board of India describing various
initiatives, actions and process of the Company towards the
ESG endeavor is part of this Integrated Annual Report.

INTEGRATED REPORTING

The Company has embarked its journey of the Integrated
Reporting framework prescribed by the International
Integrated Reporting Council (IIRC). Through this Report, we
aspire to provide our stakeholders an all-inclusive depiction of

the organization’s value creation using both financial and non¬
financial resources. The Report strives to provide insight into
our key strategies, operating environment, the operating risk.

The Company during the financial year complied with the
applicable provisions of the Secretarial Standards issued by
the Institute of the Companies Secretaries of India.

ACKNOWLEDGEMENT AND APPRECIATION

Your Board takes this opportunity to thank the Company’s
Shareholders, Customers, Vendors and all other Stakeholders
for their continued support throughout the financial year. Your
Directors also thank the Reserve Bank of India and other Banks,
Ministry of Tourism, Financial Institutions, Government of
India, State Governments and all other Government agencies
and Regulatory authorities for the support extended by them
and also look forward to their continued support in future. Your
Board also wishes to place on record its appreciation on the
contribution made by the Company’s employees across all
levels without whose hard work, solidarity and support, your
Company’s consistent growth would not have been possible
and opportunities, governance structure and the Company’s
approach towards long-term substantiality.

DISCLOSURE REQUIREMENTS

The various policies and codes adopted by the Company are
stated in detail in the Corporate Governance Report of the
Company, which forms part of the Annual Report.

FOR AND ON BEHALF OF THE BOARD
OF THOMAS COOK (INDIA) LIMITED

Gopalakrishnan Soundarajan Mahesh Iyer

Non-Executive Chairman Managing Director and

DIN: 05242795 Chief Executive Officer

DIN:07560302