Your Directors have pleasure in presenting the Forty-Eighth Annual Report, together with Audited Financial Statements for the financial year ended on March 31, 2025.

OVERVIEW

The World Travel and Tourism's contribution to global GDP totaled $ 11.7 Tn. As a share, Travel & Tourism represented this year, 10.3% of global GDP, while jobs supported by the sector are expected to rise by 14 Mn, reaching 371 Mn worldwide. By 2034, travel and tourism is projected to contribute $ 16 Tn to global GDP (more than 11% globally), supporting businesses, destinations and local communities while facilitating approximately 30 billion tourist visits worldwide (domestic and international).

Travel & Tourism's economic influence extends beyond airlines and hospitality companies into local economies through extensive supply chains supporting agricultural producers, food service providers, retail establishments, financial institutions and countless small businesses. Indeed, more than two-thirds of the sector's economic contribution flows through indirect or induced channels, including supply chain effects, government spending and capital investment.

The Indian travel and tourism industry is a significant sector within the Indian economy, projected to generate revenue exceeding $ 59 Bn by CY 2028, which is over ' 5,12,356 crores. Foreign Tourist Arrivals (FTAs) are expected to reach 30.5 Mn by CY 2028, a substantial increase from 9.52 Mn in CY 2023, which saw a 47.9% growth compared to the previous year. The travel market in India is expected to reach $ 125 Bn by FY 202627, up from an estimated $ 75 Bn in FY 2019-20.

According to World Travel & Tourism Council, the industry is expected to grow at an annual rate of 7.1% in the coming decade, with the Travel & Tourism GDP projected to grow at an average of 7.1% per annum. The sector contributed approximately $ 199.6 Bn to India's GDP in CY 2022 and is expected to reach $ 512 Bn by CY 2028. The growth of the sector is driven by various factors, including India's geographical diversity, its rich cultural heritage, and diverse natural beauty. The increasing middle-income group, higher disposable incomes, and the growing domestic tourism market have been key drivers of this growth.

In spite of the challenges faced, the outlook for the industry continues to be optimistic, with an anticipated rise in demand to support ongoing growth. The government's efforts towards the enhancement of tourist destinations, infrastructure facilities, and the promotion of various segments of tourism, further bolster the industry's growth and establish India as a progressively favored destination for international travelers.

Government Initiatives

Government initiatives have played a crucial role in boosting the Travel & Tourism sector. The expansion of e-Visa facilities, the promotion of pilgrimage tourism through the PRASHAD Scheme, and the development of tourist circuits under Swadesh Darshan Scheme are just a few examples. These initiatives, alongside significant investments in infrastructure, are driving the growth of the tourism industry, contributing to job creation and foreign exchange earnings. 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 a profit in FY25 with a healthy contribution from every business and geography to the profitability. Total Income for FY25 was at ' 82,845.3 Mn as compared to ' 74,356.5 Mn in FY24 reporting a growth of 11 %. Consolidated EBITDA for the FY25 increased to ' 6216.6 Mn from ' 5,717.7 Mn for FY24. 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 robust position, with substantial cash and bank balances held as of March 31,2025 which stood at ' 20.7 Bn.

PERFORMANCE HIGHLIGHTSStandalone performance (FY25 v/s FY24)

• Total Income (includes other income) stood at ' 22,439.7 Mn compared to ' 21,511.2 Mn

• Total Income from operations stood at ' 20,737.1Mn compared to ' 19,977.0 Mn

• Profit Before Tax and exceptional items stood at ' 1,680.2 Mn compared to ' 1,489.1 Mn

• Profit after tax stood at ' 1,070.0 Mn compared to ' 966.8 Mn

• EPS grows to ' 2.30 for FY25 from ' 2.15 in FY 24 Consolidated performance (FY25 v/s FY24)

• Total Income (includes other income) stood at ' 82,845.3 Mn from ' 74,356.5 Mn

• Total Income from operations stood at ' 81,395.7 Mn from ' 72,993.5 Mn

• Total Earnings Before Interest, Taxes, Depreciation and Amortisation stood at ' 6,216.6 Mn compared to ' 5,717.7 Mn

• On a consolidated basis, PBT before exceptional items and share of profit from associates and joint venture stood at ' 3,851.8 Mn compared to ' 3,449.3 Mn

• Profit after tax stood at ' 2,583.9 Mn compared to ' 2711.1 Mn

• EPS grows to ' 5.61 (before exceptional items) for FY25 from ' 5.57 in FY 24

• The above numbers, at both consolidated and standalone levels, include a Mark to Market non-cash, non-operational gain of ' 30.4 Mn arising from the Equity Shares held by the Company in Quess Corp Limited through its Employees Benefit Trust. The corresponding number in FY 24 was gain of ' 112.4 Mn.

EXTENSIVE NETWORK

As of March 31, 2025, 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.

CHANGE IN NATURE OF BUSINESS

Your Company continues to be in the business of Travel and Travel related services, including financial services. Subsequent to acquisition of Resort Business from Nature Trails Resort Private Limited (NTRPL), (Wholly owned step-down subsidiary of the Company) on March 19, 2025 through slump sale, Leisure hospitality & resorts business also forms part of the Business segment of the Company.

DIVIDEND

The Board of Directors of the Company at its meeting held on May 12, 2025, recommend dividend for approval of the members on Equity shares @ 45% i.e ' 0.45 (Rupees Forty-Five paise only) per equity share of ' 1/- each due to improved financial performance for the financial year ended on March 31,2025.

The Dividend recommended 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 ' 211.7 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.

The above proposal for declaration of dividend forms part of the Notice of the 48^th 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, as the case may be, to those Shareholders whose names appear in the Register of Members as on the book closure/record date.

GENERAL RESERVE

During the financial year, the Company has transferred ' 0.6 Mn from Share Option Outstanding Account to General Reserve. The total General Reserve stands at ' 1,179.2 Mn as on March 31,2025.

PROMOTERSFairfax 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 31,2024, Fairfax has consolidated assets of USD 96.8 billion.

Thomas Cook (India) Limited is a part of the Fairfax group. As of March 31,2025, 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 form 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, 2025, 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 31,2025 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 Board of Directors of the Company.

DIRECTORSAppointment 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. Mahesh Iyer (DIN: 07560302) Managing Director & Chief Executive Officer of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Mr. Mahesh Iyer 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 his re-appointment as Managing Director and Chief Executive Officer of the Company, liable to retire by rotation.

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

• The shareholders at the 47^th Annual General Meeting approved appointment of Mr. Rahul Narain Bhagat (DIN: 02473708) as a Non Executive and Independent Director of the Company with effect from July 9, 2024, for a first term of five (5) consecutive years.

• Mrs. Kishori Udeshi (DIN: 01344073), ceased to be a Director of the Company upon completion of her Second term as an Independent Director of the Company with effect from close of business hours of September 15,

2024.

• Mr. Pravir Kumar Vohra (DIN: 00082545) 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 April 9, 2025.

• The Board of Directors vide its resolution dated February 3,

2025, had accepted the request of Mr. Madhavan Menon (DIN: 00008542) for retiring from the position of Executive Chairman with effect from close of business hours of May 31, 2025 and continuation as a Non Executive Chairman of the Board and of the Company (in the capacity of Non Executive and Non Independent Director) not liable to retire by rotation 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 vide Postal Ballot resolution dated April 17, 2025.

• The Board of Directors vide its resolution dated February 3, 2025, approved appointment of Mr. Sharad Kumar Saxena (DIN: 08238872), as an Additional Non Executive and Independent Director of the Company with effect from February 4, 2025, for a first term of five (5) consecutive years which was duly approved and confirmed by the Shareholders vide Postal Ballot resolution dated April 17, 2025.

• None of the Director including Independent Director of the Company has resigned during the Financial Year under review.

Recommendation for re-appointment of Independent Director in Material Subsidiary

On the recommendation of Thomas Cook (India) Limited, the Board of Directors of Sterling Holiday Resorts Limited at its meeting held on May 5, 2025, had appointed Mr. Rahul Narain Bhagat (DIN: 02473708) as a Non Executive Independent Director on its Board for a first term of three (3) years effective from May 5, 2025 subject to approval of its shareholders'.

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 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 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 & 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 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.

Number of Board Meetings during the financial year

During the financial year, five (5) 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:

^AMr. Madhavan Menon, Executive Chairman (upto close of business hours of May 31,2025)

Mr. Mahesh Iyer, Managing Director & Chief Executive Officer

Mr. Brijesh Modi, Chief Financial Officer

Mr. Amit Parekh, Company Secretary & Compliance Officer

a At the Board Meeting held on February 3, 2025 Mr. Madhavan Menon was re-designated as Non Executive Chairman of the Company (not liable to retire by rotation) with effect from June 1, 2025. The same was approved by the Shareholders through postal Ballot on April 17, 2025

AUDITORSStatutory 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 consecutive five (5) 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 48^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 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 2024-25. The Secretarial Audit Report for the financial year 2024-25 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 2024-25, 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 LLP, Company Secretaries in Practice as the Secretarial Auditor, for the financial year ended March 31, 2025 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 31,2025.

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.

Pursuant to completion of term of Mr. Keyul M. Dedhia (FCS 7756) proprietor of M/s. Keyul M. Dedhia & Associates, Company Secretaries, who was appointed as the Secretarial Auditor of the Company for the financial year 2024-2025 i.e. from 1st April, 2024 to 31st March, 2025 and in accordance with the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors of the Company at its meeting held on May 12, 2025 approved appointment of M/s Dedhia Shah & Partners LLP, Company Secretaries, ICSI, having Unique Code-L2025MH019000 & Peer reviewed firm (No. 6710/2025), as Secretarial Auditors for a period of five (5) years commencing from Financial Year 2025-26 to Financial Year 2029-30 subject to approval of shareholders at the ensuing 48th Annual General Meeting. M/s. Dedhia Shah & Partners LLP, is an LLP firm where Mr. Keyul M. Dedhia (Proprietor of M/s. Keyul M. Dedhia & Associates, the erstwhile Secretarial Auditor) is a designated partner. The Company has received consent from M/s Dedhia Shah & Partners LLP and they have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the requisite eligibility criteria.

The resolution for their appointment forms part of the Notice of 48^th Annual General Meeting and the Board recommends their appointment to the shareholders.

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 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 financial year 2024-25, if any

The Annual Report on CSR Activities undertaken by Company during the financial year 2024-25, is annexed as Annexure 2 which forms part of this Annual Report.

There was no CSR obligation on the part of the Company for financial year 2024-25.

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. National Stock Exchange of India Limited

The listing fees for the financial year under review and for financial year 2025-26 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 2024-25, 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, 2025, 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 Board vide its resolution dated May 12, 2025, 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, Key Managerial Personnel and Senior Management 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 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 use of energy by using energy- efficient LED Lightings, Air Conditioners, etc.

During the financial year, the foreign exchange earnings of the Company amounted to ' 2,890.1 Mn, whereas, the Company has incurred ' 177.6 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 2024-25 and between the end of the financial year and the date of the Report affecting the financial position of the Company.

Other Updates

• The Company has completed the acquisition of Resort Business from Nature Trails Resort Private Limited (NTRPL), (Wholly owned step-down subsidiary of the Company) on March 19, 2025 through slump sale for a consideration of ' 522.5 Mn (gross) as per the terms mentioned in the Business Transfer Agreement as per the appointed date March 1, 2025. The acquisition has been accounted under the 'Pooling of interest' method in accordance with Appendix C of Ind AS 103 'Business Combination' at the carrying value of the assets and liabilities of NTRPL. Accordingly, the Company has restated its previous issued standalone financial results for the year ended March 31,2024.

• The Board of Directors vide its resolution dated July 8, 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 five (5) consecutive years which was duly approved by the shareholders at the 47^th Annual General Meeting.

• Mrs. Kishori Udeshi (DIN: 01344073) has completed her second term of five (5) consecutive years as an Independent Director of the Company and accordingly ceased to be the Director of the Company effective from the close of business hours of September 15, 2024.

• The Board of Directors vide its resolution dated February 3, 2025, approved re-designation of Mr. Madhavan Menon (DIN: 00008542) as Non Executive Chairman of the Board and the Company with effect from June 1, 2025 which was duly approved by the Members vide Postal Ballot resolution dated April 17, 2025.

• The Board of Directors vide its resolution dated February 3, 2025, approved appointment of Mr. Sharad Kumar Saxena (DIN: 08238872), as an Additional Non Executive and Independent Director of the Company with effect from February 4, 2025, for a first term of five (5) consecutive years which was duly approved by the Members vide Postal Ballot resolution dated April 17, 2025.

• 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 vide Postal Ballot resolution dated April 17, 2025.

• Mr. Pravir Kumar Vohra (DIN: 00082545) has completed his second term of five (5) consecutive years as an Independent Director of the Company and accordingly ceased to be the Director of the Company effective from the close of business hours of April 9, 2025.

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.

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, 2025 on its website at https:// www.thomascook.in/annual-report

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 Company has entered into and executed a Business Transfer Agreement ("BTA”) with Nature Trails Resorts Private Limited ("NTRPL'), a step-down wholly owned subsidiary of the Company, to purchase the Hotel Business of NTRPL for an agreed consideration of ' 522.5 Mn on a going concern basis through a slump sale as defined u/s 2(42C) of the Income Tax Act, 1961. The Resort Business from NTRPL was acquired on March 19, 2025 through slump sale for consideration of ' 522.5 Mn (gross) as per the terms mentioned in the Business Transfer Agreement w.e.f the appointed date of March 1,2025.

• Travel Circle International (Mauritius) Limited, a subsidiary of the Company in Mauritius, has incorporated a wholly owned subsidiary Travel Circle International (Cyprus) Limited, in Nicosia, Cyprus with a Authorized Share Capital: EUR 200,000 (Two Hundred Thousand Euros) divided into

200,000 (Two Hundred Thousand) ordinary shares of EUR 1 (One Euro).

• The Company entered into a Share Subscription cum Joint Venture Agreement ("JV agreement”) on September 30, 2024 with Atirath Technologies Private Limited ("Atirath”) for investing in Indian Horizon Marketing Services Limited ("IHMSL/JV Co.”) for the purpose of co - developing a suite of proprietary intellectual property for the travel domain, utilizing Artificial Intelligence (AI). As per the JV agreement, TCIL holds 50% in the JV Co. and the balance 50% is held by Atirath.

• The Board of Directors of the Company has authorized subscription to the entitlement to the rights issue of

60,000 fully paid-up equity shares of ' 10/- each that were issued at par amounting to ' 6,00,000 (Rupees Six Lakhs Only) offered by Indian Horizon Marketing Services Limited, wholly owned subsidiary company.

• Board of Directors of the Company authorised subscription to the preferential offer of 6,60,000 equity shares of ' 10/- each and 14,60,000 Class A Equity Shares of ' 10/-each, made by Indian Horizon Marketing Services Limited ("IHMSL/JV Co.”) on a private placement basis in tranches.

GREEN INITIATIVE

In line with the Ministry of Corporate Affairs Circulars and Securities and Exchange Board of India ("SEBI”) Circulars, Notice of the 48^th AGM along with the Integrated Annual Report for the financial year 2024-25 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 48^th AGM along with Integrated Annual Report for the financial year 2024-25 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 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 2024-25, the following prestigious awards and accolades were received by the Company and its Subsidiaries:

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

• Thomas Cook India won 'Masters of Risk - Travel & Hospitality Sector' at the CNBC-TV18 India Risk Management Awards 2024;

• Thomas Cook India Won MICE Powerhouse at MaxiiiMICE Awards 2025;

• Thomas Cook won MICE Tour Operator of the Year (Outbound) at SATTE 2024;

• Thomas Cook won 'Best Partner of the Year 2024' and SOTC Travel 'Best GIT Agency of the Year 2024' at McArthurGlen Awards 2024;

• Thomas Cook India receives top honour at The French Ambassador's Travel Awards 2024;

• SOTC Travel won the Dubai Tourism MICE Star Awards 2024;

• SOTC Travel won Asia's Leading Travel Agency 2024 at the World Travel Awards 2024;

• 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

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 Company's Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

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 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 76680 shares were transferred to employees on exercise of options during the financial year ended March 31, 2025. During the financial year ended March 31, 2025, Thomas Cook ESOP Trust has transferred 406209 equity shares of ' 1/- each, to employees under various Employee Stock Option

Schemes ("ESOP”). Also during the financial year ended March 31, 2025, 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 Company's 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 Company's website and the weblink thereto is https:// www. thomascook.in/investor-relations

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 vide Postal Ballot resolution dated April 17, 2025. The Company has not granted any options under the ESOP 2024 - EXECOM during Financial Year 2024-25.

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 by from Thomas Cook (India) Limited Employees Trust (ESOP Trust) and the options 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, 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.

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 2024-25 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 under review, Travel Circle International (Mauritius) Limited, a subsidiary of the Company in Mauritius, has incorporated a wholly owned subsidiary Travel Circle International (Cyprus) Limited, in Nicosia, Cyprus with a Authorized Share Capital: EUR

200.000 (Two Hundred Thousand Euros) divided into

200.000 (Two Hundred Thousand) ordinary shares of EUR 1 (One Euro).

• The Company entered into a Share Subscription cum Joint Venture Agreement ("JV agreement”) on September 30, 2024 with Atirath Technologies Private Limited ("Atirath”) for investing in Indian Horizon Marketing Services Limited ("IHMSL/JV Co.”) for the purpose of co - developing a suite of proprietary intellectual property for the travel domain, utilizing Artificial Intelligence (AI). As per the JV agreement, TCIL will hold 50% in the proposed JV Co. and the balance 50% will be held by Atirath. Accordingly, the Company has subscribed to 660000 equity shares of ' 10/- each and 1460000 Class A Equity shares of ' 10/- each of IHMSL.

• The Company has entered into and executed a Business Transfer Agreement ("BTA”) with Nature Trails Resorts Private Limited ("NTRPL'), a step-down wholly owned subsidiary of the Company, to purchase the Hotel Business of NTRPL for an agreed consideration of ' 522.5 Mn on a going concern basis through a slump sale as defined u/s 2(42C) of the Income Tax Act, 1961.

Cessation of Step-down subsidiary:

• Thomas Cook (Mauritius) Holding Company Limited, wholly owned subsidiary of the Company informed on December 17, 2024 that Thomas Cook (Mauritius) Holidays Limited, Wholly owned Step-down subsidiary of the Company has been wound-up voluntarily and necessary formalities in this regard were completed.

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.

CYBER INCIDENT

There was an incident involving cyber-attack on the IT infrastructure of the Company on December 31, 2024. Immediately upon becoming aware of the incident, the Company took necessary steps to investigate and respond to the incident, including shutting down affected systems. The Company along with Information Technology security experts has completed a full check of all its systems to scan and remove all malware and affected flies 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.

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 2024-25.

REGISTRAR AND SHARE TRANSFER AGENT (RTA)

The Company's Registrar and Share Transfer Agent changed its name to "MUFG Intime India Private Limited” from erstwhile "Link Intime India Private Limited” with effect from December 31,2024.

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 2024-2025.

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.