Thomas Cook (India) Ltd Directors Report

TO THE MEMBERS,

Your Directors have pleasure in presenting the Forty-Seventh Annual Report, together with Audited Financial Statements for the financial year ended on March 31, 2024.

OVERVIEW

The World Travel and Tourism Council (WTTC) projected a record-breaking year for Travel and Tourism in 2024, with the sectors global economic contribution set to reach an all-time high of $11.1 trillion. According to the global tourism bodys 2024 Economic Impact Research (EIR), Travel and Tourism will contribute an additional $770 Bn over its previous record, stamping its authority as a global economic powerhouse, generating one in every 10 dollars worldwide.

International tourist arrivals stood at 1.3 Bn, with a growth of 33,4% compared to the previous year. The rebound was driven by Europe and theAsiaPacificwith 94% and 65% of pre-pandemic levels, respectively. However, the West Asia region lagged behind, recovering 22% of its pre-pandemic visitors.

The global hospitality market is projected to increase from

USD 4,673.63 Bn in FY 2022-23 to USD 4,993.71 Bn in FY 2023-2024, registering a CAGR of 6.8%. This growth is attributed to factors such as the expansion of travel and tourism, cultural shifts, global events, including pandemics, and increased investment in infrastructure.

Indias travel sector experienced a remarkable revival, with outbound tourism projected to surpass 30 million in 2024.

Factors like eased restrictions, growing disposable incomes, and government initiatives have spurred this growth. Tour operators expected a 15-17% revenue rise this fiscal year, bolstered by domestic and international travel trends, and enhanced infrastructure.

Despite challenges, the industrys outlook remains positive, with increasing demand and expected to sustain growth.

The governments initiatives for the development of tourist destinations, infrastructure facilities and the promotion of various tourism segments, further contribute to the industrys growth and position India as an increasingly preferred destination for global travellers.

Government Initiatives

In line with global trends, the nations tourism sector is emphasizing the promotion of sustainable and eco-friendly travel choices to attract travelers. With a dedicated effort to enhance tourism, the country has prioritized industry expansion by announcing full foreign direct investment opportunities in ventures related to tourism.

In conjunction with Indias G20 Presidency and the India@75 Azadi ka Amrit Mahotsav celebrations, the Ministry of Tourism declared FY 2023-24 as the ‘Visit India Year to boost inbound travel. The government has adopted a mission-oriented strategy to propel tourism during the Amrit Kaal, accompanied by a strategic roadmap for the next 25 years. The ambition is to transform India into a premier global travel destination by 2047, creating an unmatched allure for visitors from around the world.

Performance overview

Thomas Cook India Group recorded its highest ever profit in FY24 with a healthy contribution from every business and geography to the profitability. Total Income for FY24 was at

Rs. 74,356.5 Mn as compared to Rs. 51,112.0 Mn in FY23, reporting a growth of 45%. Consolidated EBITDA for the FY24 increased to Rs. 5,717.7 Mn from Rs. 2,414.3 Mn for FY23.

This success can be attributed to the customer centricity, volume growth, increased digital initiatives and Companys strategic focus on cost optimization. The Companys prudent financial management is evident from its robust position, with substantial cash and bank balances held as of March 31, 2024 which stood at Rs. 14.8 Bn.

PERFORMANCE HIGHLIGHTS

Standalone performance (FY24 v/s FY23)

Total Income (includes other income) stood at Rs. 21,434.7 Mn compared to Rs. 14,759.2 Mn

Total Income from operations stood at Rs. 19,903.8 Mn compared to Rs. 13,640.2 Mn

Profit Before Tax and exceptional items stood atRs.1,521.4 Mn compared to Rs. 207.7 Mn

Profit after tax stood atRs. 999.0 Mn compared to Rs.15.0 Mn

EPS grows to Rs. 2.15 for FY24 from Rs. (0.01) in FY 23

Consolidated performance (FY24 v/s FY23)

Total Income (includes other income) stood at Rs. 74,356.5 Mn from Rs. 51,112.0 Mn

Total Income from operations stood at Rs. 72,993.5 Mn from Rs. 50,476.7 Mn

Total Earnings Before Interest, Taxes, Depreciation and Amortisation stood at Rs. 5,717.7 Mn compared to

Rs. 2,414.3 Mn

On a consolidated basis, PBT before exceptional items stood at Rs. 3,449.3 Mn compared to Rs. 282.6 Mn Profit after tax stood atRs. 2711.1 Mn compared to Rs. 103.7 Mn.

EPS grows to Rs. 5.57 for FY24 from Rs. 0.10 in FY 23

The above numbers, at both consolidated and standalone levels, include a Mark to Market non-cash, non-operational gain of Rs. 112 Mn arising from the Equity Shares held by the Company in Quess Corp Limited through its Employees Benefit of Rs. 352.8 Mn.

EXTENSIVE NETWORK

As of March 31, 2024, your Company, along with its subsidiaries, continues to be amongst the largest integrated travel groups in India. Your Company is a leading integrated transnational travel and travel related services Company offering a broad spectrum of services that include Foreign

Exchange, Corporate Travel, MICE, Leisure Travel and Value Added Services.

Your Company along with its subsidiaries has presence in twenty-eight (28) countries outside India through its branches/ representative offices.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the

Company. Your Company continues to be in the business of Travel and Travel related services, including financial

DIVIDEND

The Board of Directors of the Company at its meeting held on May 15, 2024, recommend dividend for approval of the members on Equity shares @ 60% (i.e. Rs. 0.60 paise per equity share of Rs. 1/- each including Rs. 0.20 paise special dividend) due to improved financial performance for the financial year ended on March 31, 2024.

The Dividend recomended is in accordance with the Dividend

Distribution Policy of the Company.

The proposed dividend on the equity share capital will entail a pay out of Rs. 282.3 Mn for dividend. 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.

The above proposal for declaration of dividend forms part of the Notice of the 47th Annual General Meeting and the relevant Resolution is recommended for the members approval therein.

Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the

Register of Members as on the book closure/record date.

The Board of Directors of the Company at its meeting held on August 9, 2023, approved payment of dividend at the rate of 7.00% per annum (i.e. paise 70 per share of Rs. 10/- each prorated for the period of holding) on Optionally Convertible

Cumulative Redeemable Preference Shares (OCCRPS) for the financial year ended on March 31, 2023 as per the terms of issue and subject to compliance with applicable laws and applicable withholding tax, in this regard. Accordingly, on September 28, 2023, Company has paid Gross dividend of

Rs. 20,650,761/- (Net of TDS Rs. 19,618,222/-) to holder of OCCRPS which were converted into equity shares in the financial year 2022-23. Trust.The corresponding number in FY 23 was loss

GENERAL RESERVE

During the financial year, the Company Rs. 9.7 Mn from Share Option Outstanding Account to General Reserve. The total General Reserve stands at Rs. 1,178.6 Mn as on March 31, 2024.

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.and material Fairfax was founded in 1985 by the present Chair and Chief services. Executive Officer, Mr. Prem Watsa. present management since 1985 and is headquartered in Toronto, Canada. Fairfaxs 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 18.2% (including dividends). As at December 31, 2023, Fairfax has consolidated assets of USD 92 billion.

Thomas Cook (India) Limited is a part of the Fairfax group. As of March 31, 2024, the promoter holds 63.83% of the total paid up equity share capital of the Company.

Offer for sale by Promoters

Fairbridge Capital (Mauritius) Limited, the Promoter of Thomas Cook (India) Limited (the "Company") sold in aggregate 40,000,000 equity shares of the Company having face value of Rs. 1 each (representing 8.50% of the total issued and paid-up equity share capital of the Company) during the period commencing from November 30, 2023 to December 1, 2023, undertaken in accordance with the circular bearing reference number SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023 regarding the "Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism" issued by the Securities and Exchange Board of India, through the separate designated window of BSE Limited and National Stock

Exchange of India Limited. With the aforementioned sale of shares, the shareholding of the Promoter in the Company has reduced from 72.34% to 63.83% of the 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. transferred

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, all the parties were in the ordinary course of business and on an arms length basis and there were no material contracts or arrangements or transactions at arms length basis or otherwise. Therefore, disclosure in Form AOC-2 is not applicable to the Company and is annexed as Annexure 4 of this Boards 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 by the There were no significant regulators or courts or tribunals impacting the going concern been under 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, 2024, 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, 2024 and of the profit of the Company for the year ended on that date; of the 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 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.

DIRECTORS transactions with related

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. Gopalakrishnan Soundarajan (DIN: 05242795) and Mr. Sumit Maheshwari (DIN: 06920646), Non Executive Directors of the Company are liable to retire by rotation at the ensuing

Annual General Meeting of the Company and being eligible, offers themself for re-appointment. Mr. Gopalakrishnan Soundarajan and Mr. Sumit Maheshwari are not debarred from holding of office of Director pursuant to any Order issued by 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 their re-appointment as Non

Executive Director of the Company, liable to retire by rotation.

Key Changes during the financial year and upto the date of

Report

The shareholders at the 46th Annual General Meeting approved the following:

Re-designation and appointment of Mr. Madhavan Menon (DIN:00008542) as Executive Chairman in the category of Whole Time Director, from his earlier designation/appointment as Chairman and Managing Director of the Company, for a fresh term of commencing from July 05, 2023 to July 04, 2028, not liable to retire by rotation, and fixation and minimum remuneration for a period of three (3) years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of profits.

Re-designation and appointment of Mr. Mahesh Iyer (DIN: 07560302) as Managing Director and Chief Company, from his earlier Executive Officer designation/appointment as Executive Director and

Chief Executive Officer, commencing from July 05, 2023 to July 04, 2028, liable to retire by rotation, and fixation of remuneration and minimum remuneration for a period of three (3) years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of profits

• As per the recomendation of Nomination and Remuneration Committee, the Board of Directors vide its resolution dated July 08, 2024, approved appointment of Mr. Rahul Narain Bhagat (DIN 02473708) as an Additional Non Executive and Independent Director of the Company with effect from July 9, 2024, for a first term of 5 consecutive years subject to the approval of the Shareholders at the 47th Annual General Meeting of the Company.

The requisite declarations and eligibility confirmations under the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were received from him. Mr. Rahul Narain Bhagat is not debarred from holding of office of Director pursuant to any Order issued by Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any other such authority. The proposals for appointment/re-appointment forms part of the Notice of the 47th Annual General Meeting of the

Company and the relevant Resolution is recommended for members approval thereon.

None of the Director of the Company have resigned during the

Financial Year under review.

• Declaration of Independence

The Company has received necessary declarations 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 mandated the inclusion of an Independent Directors 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 of an case may be till they continue to hold the office Independent Director and also completed the online of proficiency 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.

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 familiarisation 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 Companys 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 Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, 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 Companys 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 e (5) years to hold the officefiv 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 abovementioned performance evaluations.

Number of Board Meetings during the financial year

During the financial year, five (5) meetings of the Board of

Directors were held, 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. Madhavan Menon, Executive Chairman *Mr. Mahesh Iyer, Managing Director & Chief Executive Officer Mr. Brijesh Modi, Chief Financial Officer Mr. Amit Parekh, Company Secretary&ComplianceOfficer ^Mr. Madhavan Menon was re-designated as Executive Chairman of the Company with effect from July 05, 2023. * Mr. Mahesh Iyer was re-designated as Managing Director and Chief Executive Officer of the Company with effect from July 05, 2023.

AUDITORS Statutory Auditors

The members of the Company at 45th Annual General Meeting ("AGM") held on 28th September, 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 consecutive from the conclusion of 45 ^th Annual General Meeting ("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 47th AGM Notice.

The Statutory Auditors Report does not contain any qualifications, reservations 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.

Secretarial Auditor

The Board of Directors appointed Mr. Keyul M. Dedhia of M/s Keyul M. Dedhia & Associates, Company Secretaries in Practice (COP No. 8618) as the Secretarial Auditor of the Company under Section 204 of the Companies Act, 2013 read with the Rules made thereunder, for conducting the Secretarial

Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 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 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 2023-24, the unlisted material subsidiaries incorporated in India are M/s Sterling Holiday Resorts Limited and M/s SOTC Travel Limited. M/s Sterling Holiday Resorts Limited, has appointed M Damodaran & Associates LLP, Company Secretaries in Practice as the Secretarial Auditor, for the financial year ended March 31, 2024 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, 2024.

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 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 RESPONSIBILITY

Corporate 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 the Annual Report.

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 financialyear 2023-24, if any

The Annual Report on CSR Activities undertaken by Company during the financial year 2023-24, is annexed as Annexure 2 which forms part of this Report.

Excess CSR amount of Rs. 5.59 Mn spent in the financial year 2020-21 was carried forward and was available for setoff for next three years. Since there was no spending required for financial year 2021-2022 and financial year 2022-23, the entire set off was available for financial year 2023-24. However, since there was no CSR obligation on the part of the Company for financial year 2023-24 the set off for excess amount spent is now lapsed.

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 the 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. The National Stock Exchange of India Limited The listing fees for the financial year under review 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 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 2023-24, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

For the financial year ended March 31, 2024, your Company has complied with the requirements of 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 for selection, appointment and remuneration of Directors,

Key Managerial Personnel & Senior Management Employees.

The contents of the Nomination cum RemunerationPolicy year, the foreign of the Company was amended and approved by the Board, effective from March 31, 2024 on the recommendation of the Nomination Remuneration Committee whereby the evaluation criteria for Independent Directors and Board as a whole was modified. Further, the Board vide its resolution dated May 15, 2024, has further amended the Nomination cum Remuneration Policy of the Company by updating the definition of Senior Management.

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 and Key Managerial Personnel of the Company. ii. Fixation of the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. iii. Formulate a criterion 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 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 available on the website of the Company at https://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 useofenergybyusingenergy-efficientLED Lightings, Air Conditioners, etc.

Duringthefinancial earnings of the

Company amounted to Rs. 820.9 Mn, whereas, the Company has incurred Rs. 232.6 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 2023-24 and between the end of the financial year and the date of the Report affecting the financial position of the Company;

Other Updates

Thomas Cook Lanka (Private) Limited (TCLP), a Non-Material Wholly Owned Subsidiary of the Company, allotted Five million (5,000,000) Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of LKR 10/- each to the Company amounting to LKR 50,000,000/- (Lankan Rupees Fifty million only).

The Board of Directors vide its resolution dated July 08, 2024, approved Appointment of Mr. Rahul Narain Bhagat (DIN 02473708) as an Additional Non Executive and Independent Director of the Company with effect from July 9, 2024, for a term of 5 consecutive years subject to the approval of the Shareholders at the 47th Annual General Meeting of the Company.

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, minimizeadverseimpactonthebusinessstrategyandenhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. 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, 2024 on its website at https://resources.thomascook.in/downloads/Draft_MGT_7.

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:

• Travel Corporation (India) Limited, wholly owned subsidiary of the Company, entered into Joint Venture Agreement with Sri Lankan Company viz. Authenticities (Private) Limited and has invested 40% stake in Tropiculture (Private) Limited, a company incorporated in Sri Lanka.

• DEI Holdings Limited (DEI), a 51% Step-down subsidiary of the Company in UAE, has invested into "500 FT SPV Limited," a company incorporated in UAE. Post the investment, DEI owns Fifty (50) per cent stake in 500 FT SPV Limited

• DEI Holdings Limited (DEI), a 51% Step-down subsidiary of the Company in UAE, has invested into "Digiphoto Entertainment Imaging Inc." a company incorporated in Canada. Post investment, DEI owns Hundred (100) per cent stake in Digiphoto Entertainment Imaging Inc.,

Canada

• Horizon Travel Services LLC (AlliedTPro), a Wholly owned subsidiary of Thomas Cook (India) Limited has entered into a joint venture New World Inc. and has invested USD 10,000 as initial capital contribution, representing 50% share in Allied New World LLC.

GREEN INITIATIVE

In line with the Ministry of Corporate Affairs Circulars and Securities and Exchange Board of India (SEBI) Circulars, Notice of the 47th Annual General Meeting (AGM) along with the Integrated Annual Report for the financial year 2023-24 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 47th AGM along with Integrated Annual Report for the financial year 2023-24 shall be sent to those Members who request for the same at sharedept@thomascook.in mentioning 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

Companys 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 2023-24, the following prestigious awards and accolades were received by the Company and its

Subsidiaries:

• Thomas Cook India won MICE Travel Operator of the Year at The Economic Times Travel & Tourism Annual Awards

• Thomas Cook India won CNBC-TV18 India Risk Management Award

• Thomas Cook India won MICE Outbound award at the Economic Times MICE & Wedding Tourism Awards 2024

• The Best Tour Operator India Travel Awards North 2023; Corporate Citizen Award (Travel Tourism & Hospitality) Corporate Citizen Conclave & Award 2023

• Thomas Cook India won the MICE Tour Operator of the Year - Outbound at SATTE 2024

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

The Company has Zero Tolerance towards any action on the part of any employee 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 Companys Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Number complaints filed during the financial year	2
Number of complaints disposed off during the financial year	2
Number of complaints pending as on the end of the financial year	0

Further, the 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.

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

EMPLOYEE STOCK OPTION PLANS (ESOPS)

The Company has in force the following Schemes which get covered under the provisions of 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) 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 Rs. 11,048.8 Lakhs out of the loan received from the Company. Pursuant to the approval of the Honble

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 Quess Corp Limited received 7,24,868 shares were transferred to employees on exercise of options during the financial year ended March 31, 2024. During the financial year ended March 31, 2024, Thomas Cook ESOP Trust has transferred 11,66,982 equity shares of Rs. 1/- each, to employees under Employee Stock Option Scheme ("ESOP"). Also during the financial year ended March 31, 2024, there were no fresh grants. Further, vesting of stock options and other details related to stock options may be referred to in the

ESOP Disclosure available on the Companys website.

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 Companys website and the weblink thereto is https:// www.thomascook.in/investor-relations .

The above Schemes are in compliance with the Securities and

Exchange Board of India (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021, as amended. The Company has also obtained the certificate from the Secretarial Auditor of the Company certifying that the Companys 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, no options were granted; hence, no employee has received options equal to or exceeding 1% of the issued share capital of the Company at the time of grant during the financial year.

SALE OF UNALLOCATED EQUITY SHARES OF QUESS CORP LIMITED

The Board on September 11, 2023 approved the sale of certain unallocated Equity Shares of M/s Quess Corp Limited (QCL) of face value of Rs. 10/- each, which were not allocated to any ESOP grantee. Pursuant to the same, IDBI Trusteeship Services Limited (ITSL), the trustee of Thomas Cook (India) Limited Employees Trust on September 11, 2023 sold 661,772 unallocated Equity Shares of QCL for an approximate gross consideration of Rs. 284.6 Mn and on September 12, 2023, sold 13,963 unallocated Equity Shares of Quess Corp Limited for an approximate gross consideration of Rs. 6.02 Mn and on September 13, 2023 sold 49,133 unallocated Equity Shares of QCL for an approximate gross consideration of Rs. 21.14 Mn aggregating to 724,868 shares and a gross consideration of Rs. 311.76 Mn. Disclosures in respect of the aforesaid transactions were duly informed to the Stock Exchanges.

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 in the format prescribed under 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.

A statement containing the salient features of the Financial

Statements of Subsidiaries, Associates and Joint venture as per the provisions of the Companies Act, 2013, in the prescribed Form AOC-1 is included in the Annual Report.

Redemption of 3,03,000 Optionally Convertible Cumulative Redeemable Preference Shares of Sterling Holiday Resorts Limited Sterling Holiday Resorts Limited a Material subsidiary of the Company on July 26, 2023 redeemed 3,03,000

Optionally Convertible Cumulative Redeemable

Preference Shares of Rs. 10/- each aggregating to Rs. 30,30,000/- (Rupees Thirty lakhs thirty thousand only)

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

During the financial year under review, there were no additions in the subsidiaries, or associate companies.

There were no Companies which ceased to be subsidiary

(ies)/associates/joint Ventures of the Company.

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

• Travel Corporation (India) Limited, wholly owned subsidiary of the Company, entered into Joint Venture Agreement with Sri Lankan Company viz. Authenticities (Private) Limited and has invested 40% stake in Tropiculture (Private) Limited, a company incorporated in Sri Lanka.

• DEI Holdings Limited (DEI), a 51% Step-down subsidiary of the Company in UAE, has invested into "500 FT SPV Limited," a company incorporated in UAE. Post the investment, DEI owns Fifty (50) per cent stake in 500 FT SPV Limited

• DEI Holdings Limited (DEI), a 51% Step-down subsidiary of the Company in UAE, has invested into "Digiphoto Entertainment Imaging Inc." a company incorporated in Canada. Post investment, DEI owns Hundred (100) per cent stake in Digiphoto Entertainment Imaging Inc.,

Canada

• Horizon Travel Services LLC (AlliedTPro), a Wholly owned subsidiary of Thomas Cook (India) Limited has entered into a joint venture New World Inc. and has invested USD 10,000 as initial capital contribution, representing 50% share in Allied New World LLC.

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 onetime settlement and for obtaining any loan from the Banks/ Financial Institutions.

REGISTERED OFFICE

The Registered Office of the 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 2023-24.

REGISTRAR AND SHARE TRANSFER AGENT (RTA)

The Companys Registrar and Share Transfer Agent namely

TSR Consultants Private Limited has merged with Link Intime India Private Limited with effect from December 22, 2023. Consequent to said merger, the RTA activities of the Company are carried out by Link Intime India Private Limited (RTA).

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility & Sustainability Report ("BRSR") for the FY 2023-2024. Accordingly, the Company has adopted BRSR and other ESG initiatives. A detailed BRSR in the format prescribed by SEBI 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 organizations value creation using both financial and non-financial resources. The Report strives to provide insight into our key strategies, operating environment, the operating risk and opportunities, governance structure and the Companys 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.

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 Companys

Shareholders, Customers, Vendors and all other Stakeholders for their continued support throughout the financial year. Your Corporate Overview 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 Companys employees across all levels without whose hard work, solidarity and support, your Statutory Reports

Companys consistent growth would not have been possible.