2.13 Provisions and contingent liabilities

Provisions are recognised when the entity has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the
amount of the obligation. Provisions are measured at the
best estimate of the expenditure required to settle the
present obligation at the Balance Sheet date. Provisions
are not recognised for future operating losses. A provision
is recognized if the likelihood of an outflow with respect
to any one item included in the same class of obligations
is more probable than not. Provisions are measured at
the present value of management's best estimate of the
expenditure require to settle the present obligation at the
end of the reporting period. The discount rate used to
determine the present value is a pre-tax rate that reflects
current market assessments of the time value of money
and the risks specific to the liability.

Provisions are reviewed at each balance sheet date and
adjusted to reflect the current best estimate. If it is no
longer probable that the outflow of resources would be
required to settle the obligation, the provision is reversed.

Where there are several similar obligations, the
likelihood that an outflow will be required in settlement
is determined by considering the class of obligations as
a whole. A provision is recognised even if the likelihood
of an outflow with respect to any one item included in
the same class of obligations may be small.

Contingent liabilities are disclosed when there is
a possible obligation arising from past events, the
existence of which will be confirmed only by the
occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Entity or
a present obligation that arises from past events where
it is either not probable that an outflow of resources will
be required to settle the obligation or a reliable estimate
of the amount cannot be made.

Contingent assets are neither recognised nor disclosed
in the financial statements.

2.14 Other income

Interest income is recognised using the effective interest
method.

The 'effective interest rate' is the rate that exactly
discounts estimated future cash receipts through the
expected life of the financial instrument to: - the gross
carrying amount of the financial asset.

In calculating interest income, the effective interest
rate is applied to the gross carrying amount of the
asset (when the asset is not credit-impaired) or to the
amortised cost of the liability. However, for financial
assets that have become credit-impaired subsequent
to initial recognition, interest income is calculated by
applying the effective interest rate to the amortised cost
of the financial asset. If the asset is no longer credit-
impaired, then the calculation of interest income reverts
to the gross basis.

Dividend income is recognized when the right to receive
dividend is established. Facility support income, group
resource income and management fees is recognised
on accrual basis over the period of agreement.

2.15 Employees share-based payments

Share-based compensation benefits are provided to
employees via the following plans:

a) Thomas Cook Employees Stock Option Plan -2007

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

c) Thomas Cook Employees Stock Option Plan -2013

d) Sterling Holiday Resorts (India) Limited Employee Stock
Options Scheme 2012 - ("SHRIL ESOS 2012")

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

f) Thomas Cook Employees Stock Option Scheme 2018 -
Execom (ESOP 2018 - Execom)

g) Thomas Cook Employees Stock Scheme 2024 -
Execom

The fair value of options granted under each plan is
recognised as an employee benefits expense with a
corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of
the options granted:

• including any market performance conditions (e.g., the
entity's share price)

• excluding the impact of any service and non-market
performance vesting conditions (e.g. profitability, sales
growth targets and remaining an employee of the entity
over a specified time period), and

• including the impact of any non-vesting conditions (e.g.
the requirement for employees to save or holdings shares
for a specific period of time).

The total expense is recognised over the vesting period,
which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period,
the entity revises its estimates of the number of options
that are expected to vest based on the non-market
vesting and service conditions. It recognises the impact
of the revision to original estimates, if any, in statement
of profit and loss, with a corresponding adjustment to
equity.

In respect of options granted to the employees of the
subsidiary companies, the amount equal to the expense
for the grant date fair value of the award is recognized
as a debit to investment in subsidiary as a capital
contribution and a credit to equity.

Replacement awards are treated as a modification of
share based payment arrangement, and the fair value of
the new equity instruments (measured at the date of the
modification) are included in the measurement of the
amount recognised for services received and recognized
over the remaining vesting period of the options.

2.16 Employee benefits

Post employment benefits:

(i) Defined contribution plans

The Company has defined contribution plan for post¬
employment benefit in the form of Superannuation
scheme. Contributions to Superannuation scheme are
charged to the statement of profit and loss as incurred.
The contributions to Superannuation scheme are based
on the premium contribution called for by Life Insurance
Corporation of India (LIC) with whom the Company has
entered into an arrangement.

Contribution towards provident fund for certain
employees is made to the regulatory authorities, where
the Company has no further obligations. Such benefits
are classified as Defined Contribution Schemes as the
Company does not carry any further obligations, apart
from the contributions made on a monthly basis.

(ii) Defined benefit plans
Gratuity

The Company provides for gratuity, a defined benefit
plan (the "Gratuity Plan") covering eligible employees
in accordance with the Payment of Gratuity Act, 1972.
The Gratuity Plan provides a lump sum payment to
vested employees at retirement, death, incapacitation
or termination of employment, of an amount based
on the respective employee's salary and the tenure of
employment.

Contribution to Gratuity is based on the premium
contribution called for by the Life Insurance Corporation
of India (LIC) with whom the Company has entered into
an arrangement. The Company's liability is actuarially
determined (using the Projected Unit Credit method) at
the end of each year. The amount of net interest expense
calculated by applying the liability discount rate to the
net defined benefit liability or asset is charged or credited
in the statement of profit and loss. Any differences
between the interest income on plan assets and the
return actually achieved, and any changes in the liabilities
over the year due to changes in actuarial assumptions or
experience adjustments within the plans, are recognised
immediately in 'Other comprehensive income' and
subsequently not reclassified to the statement of profit
and loss.

Provident Fund

In respect of certain employees, the Company has
Defined Benefit Plan for Other Long-term Employee
Benefit in the form of Provident Fund. Provident Fund
contributions are made to a Trust administered by the
Company. The interest rate payable to the members
of the Trust shall not be lower than the statutory rate
of interest declared by the Central Government under
the Employees Provident Funds and Miscellaneous
Provisions Act, 1952 and shortfall, if any, shall be
made good by the Company. The Company's liability is
actuarially determined (using the Projected Unit Credit
method) at the end of each year.

(b) Short-term employee benefit
Compensated absences

As per the leave Policy of the Company, employees are
entitled to avail 30 days of leave during a calendar year.
At reporting date liability pertaining to compensated
absences is calculated based on the total leave balances
of each employee.

2.17 Contributed equity

Equity shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the
proceeds.

2.18 Dividends

Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer
at the discretion of the entity, on or before the end of
the reporting period but not distributed at the end of the
reporting period.

2.19 Earnings per share

Basic earnings per share is calculated by dividing
the net profit or loss for the year attributable to equity
shareholders by the weighted average number of
equity shares outstanding during the year. Earnings

considered in ascertaining the Company’s earnings
per share is the net profit for the year after deducting
preference dividends and any attributable tax thereto for
the year. The weighted average number of equity shares
outstanding during the year and for all years presented is
adjusted for events, such as bonus shares, other than the
conversion of potential equity shares that have changed
the number of equity shares outstanding, without a
corresponding change in resources. For the purpose of
calculating diluted earnings per share, the net profit or
loss for the year attributable to equity shareholders and
the weighted average number of shares outstanding
during the year is adjusted for the effects of all dilutive
potential equity shares.

2.20 Business Combination

Business combinations of entities under common
control are accounted using the "pooling of interests"
method and assets and liabilities are reflected at the
predecessor carrying values and the only adjustments
that are made are to harmonise accounting policies. The
figures for the previous periods are restated as if the
business combination had occurred at the beginning of
the preceding period irrespective of the actual date of
the combination.

2.21 Cost recognition

Costs and expenses are recognised when incurred and
have been classified according to their primary nature.
The costs of the company are broadly categorised
in employee benefit expenses, depreciation and
amortisation and other operating expenses. Employee
benefit expenses include employee compensation,
allowances paid, contribution to various funds and staff
welfare expenses. Other operating expenses majorly
include sub-contractor charges, rent, recruitment and
training expenses, travelling and conveyance, legal and
professional fees and communication expenses.

2.22 Treasury shares

The Company has created an Employee Benefit Trust
("ESOP Trust") for providing share based payment to
its employees. The Company uses ESOP trust as a
vehicle for distributing shares to its employees under
the Employee Stock Option Schemes. The ESOP Trust
has bought shares from the Company for giving shares
to employees. The Company treats ESOP trust as its
extension and shares held by ESOP trust are treated as
treasury shares.

Treasury shares are recognized at cost and deducted
from equity. No gain or loss is recognised in the
statement of profit and loss on the purchases, sale, issue,
cancellation of the Company's own equity instruments.
Any difference between the carrying amount and the
consideration, if reissued, is recognised in capital
reserve. Share options exercised during the reporting
period are deducted from treasury shares.

2.23 Inventories

Inventories which comprise provisions, perishables,
beverages and operating supplies are valued at the
lower of cost and net realizable value. Cost of inventories
comprises purchase price, costs of conversion and other
costs incurred in bringing the inventories to their present
location and condition. Cost is determined on weighted
average cost method ['WAM’] basis. Net realizable value
is the best estimated selling price in the ordinary course
of business, less the estimated costs of completion and
the estimated costs necessary to make the sale. The
comparison of cost and net realizable value is made on
an item-by-item basis. Inventories are stated net of write
down or allowances on account of obsolete, damaged or
slow moving items.

2(B) Critical Accounting Estimates and Judgements:

The preparation of Financial Statements requires the use
of accounting estimates which, by definition, will seldom
equal the actual results. This note provides an overview
of the areas that involved a higher degree of judgement
or complexity, and of items which are more likely to be
materially adjusted due to estimates and assumptions
turning out to be different than those originally assessed.
Detailed information about each of these estimates
and judgements is included in relevant notes together
with information about the basis of calculation for each
affected line item in the Financial Statements.

The areas involving critical estimates and judgements
are:

Useful life of property, plant & equipment - Note 3

Estimated useful life of intangible asset- Note 4(a)

Estimated goodwill impairment - Note 4 (a) (ii)

Leases - Note 4(c)

Impairment of investment - Note 5

Estimation of Defined Benefit Obligation - Note 14(b)

Recognition of deferred tax assets for MAT credit
entitlement - Note 15

Recognition and measurement of provision and
contingencies - Note 25

Fair value of financial instruments - Note 27

Impairment of trade receivables - Note 28(A)

Estimation of inputs for fair value of Share based
payment instrument - Note 31

2 (C) Current / Non Current Classification

Based on the time involved between the acquisition of
assets for processing and their realisation in cash and
cash equivelants, the Company has identified twelve
months as its operating cycle for determining current
and non-current classification of assets and liabilities in
the balance sheet.

2 (D) Measurement of Fair Values

A number of the Company’s accounting policies and
disclosures require the measurement of fair values, for
both financial and non-financial assets, and financial
and non-financial liabilities.

The Company has an established control framework
with respect to the measurement of fair values. This
includes a valuation team that has overall responsibility
for overseeing all significant fair value measurements,
including Level 3 fair values, and reports directly to the
chief financial officer.

The valuation team regularly reviews significant
unobservable inputs and valuation adjustments. If third
party information, such as broker quotes or pricing
services, is used to measure fair values, then the
valuation team assesses the evidence obtained from
the third parties to support the conclusion that these
valuations meet the requirements of the Accounting
Standards, including the level in the fair value hierarchy
in which the valuations should be classified.

Significant valuation issues are reported to the
Company’s audit committee.

Fair values are categorised into different levels in a fair
value hierarchy based on the inputs used in the valuation
techniques as follows.

• Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities.

• Level 2: inputs other than quoted prices included in
Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from
prices).

• Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability,
the Company uses observable market data as far as
possible. If the inputs used to measure the fair value
of an asset or a liability fall into different levels of the
fair value hierarchy, then the fair value measurement is
categorised in its entirety in the same level of the fair
value hierarchy as the lowest level input that is significant
to the entire measurement.

The Company recognises transfers between levels of
the fair value hierarchy at the end of the reporting period
during which the change has occurred.

2 (E) Recent accounting pronouncement

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time.

(A) In May 2025, MCA notified amendments to Ind AS 21
- The Effects of Changes in Foreign Exchange Rates,
applicable w.e.f. April 1, 2025. The Company has
reviewed the amendment and based on its evaluation
has determined that it does not have any impact in its
financial statements.

(B) In August 2025, MCA notified the following amendments
to:

(i) Ind AS 1, Presentation of Financial Statements,
applicable w.e.f. April 1, 2025 - The amendment relates
to classification of liabilities as current or non-current
and non-current liabilities with covenants. In the context
of classifying a liability as current, it removes the
requirement of existence of a right to defer settlement
for at least 12 months after the reporting date and
instead requires that the said right should exist on the
reporting date and have substance. The amendment
also introduces guidance on classification of liabilities
with covenants. The Company has no impact of these
amendments in its classification criteria of current and
non-current liabilities.

(ii) Ind AS 7, Statement of Cash Flows and Ind AS 107,
Financial Instruments: Disclosures, applicable w.e.f.
April 1, 2025 - The amendment in Ind AS 7 requires to
inform users of financial statements of the existence of
supplier finance arrangements and explain the nature of
the arrangements, the carrying amount of liabilities and
the range of payment due dates. Ind AS 107 has been
amended to add supplier finance arrangements as a
factor that may cause concentration of liquidity risk. The
Company has reviewed the amendment and based on
its evaluation has determined that it does not have any
significant impact in its financial statements.

(iii) Ind AS 12, International Tax Reform - Pillar Two Model
Rules applicable immediately - The amendments
provide a temporary mandatory relief from deferred tax
accounting for top-up tax and disclose that they have
applied the relief. This relief is immediate and applies
retrospectively (Refer note 15).

(i) Cost of office building includes:

(a) 192 (Previous year - 192) unquoted fully paid-up Shares of Rs. 0.012 millions (Previous year Rs. 0.012 millions) in various
Co-operative Societies.

(b) Premises of Rs.16.2 millions (Previous year Rs. 16.2 millions) where the Co-operative Society is yet to be formed.

(ii) Revaluation of land

Fair value of the properties was determined by using the market comparable method. This means that valuations performed
by the valuer are based on active market prices, significantly adjusted for difference in the nature, location or condition or the
specific property. As at the date of revaluation on March 31,2024, the properties’ fair values are based on valuations performed
by Knight Frank (I) Pvt Ltd an accredited independent valuer who has relevant valuation experience for similar properties in
India and is not a registered valuer as defined under rule 2 or Companies (Registered Valuers and Valuation) Rules. 2017. If land
were measured using cost model. The carrying amounts would be as follows:

(i) Secured bank loan from HDFC

Emergency Credit Link Gurantee Scheme (ECLGS) term Loan amounting to Rs. 579.2 millions (net of processing fees/
stamp duty of Rs. 2.9 millions) from HDFC Bank Limited is secured by way of second ranking charge over existing primary
and collateral securities including mortgages created in the favour of bank and security created over the assets of the
Company. Deed of Hypothecation was already created on the entire current assets of the company (excluding the funds
relating to prepaid card business both present and future). Mortgage Deed creation on all Mumbai properties is completed
in July 2025. The applicable rate of interest as on balance sheet date is 7.90% p.a. However, the applicable interest rate
shall change in accordance with every reset/change of the reference rate / change of reference rate or change of spread
by the bank. Duration of the loan is 72 month. There will be moratorium period of 24 month and 48 monnthly instalment
after moratorium period. Interest to be serviced on monthly basis.

(ii) OD/WCDL Limits amounting to Rs. 1,490.0 millions from multiple lenders is secured by way of first charge ranking pari
passu with other working capital lenders over Company’s entire current assets, movable fixed asset and intangible assets
including book debts, bill whether documentary or clean, outstanding monies, receivables, cash & cash equivalents
including current accounts balance, nostro accounts balance, EEFC accounts balance, foreign exchange business cash,
deposits both INR and foreign currency from all these account balances, deposits, etc. excluding the funds relating to
prepaid card business, both present and future, in favour of security trustee, by way of hypothecation, in the form and
manner satisfactory to Multiple Banking Group/Lenders. First charge ranking pari passu with other working capital lenders
of the Company agreed to be created by way of mortgage over all the immovable properties (including leasehold interest)
owned by the Company in favour of security trustee, in the form and manner acceptable to Multiple Banking Group/
Lenders. Mortgage Deed creation on all Mumbai properties is completed in July 2025.

(iii) There are no returns or statements which are required to be filed by the Company with the bankers.

(iv) Funds raised on short term basis have not been utilised for long term purpose and were spent for the purpose it were
obtained.

(v) All charges are registered with ROC (Mumbai) within statutory period by the Company.

(iii) Defined benefit plan

The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who
are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/
termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied
for the number of years of service. The gratuity plan is a funded plan and the company makes contributions to recognised
funds in India. The company does not fully fund the liability and maintains a target level of funding to be maintained over
a period of time based on estimations of expected gratuity payments.

In respect of certain employees, the Company has defined benefit plan for other long-term employee benefit in the form of
provident fund. Provident fund contributions are made to a Trust administered by the Company. The interest rate payable
to the members of the Trust shall not be lower than the statutory rate of interest declared by the Central Government
under the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by
the Company.

Sensitivity analysis

Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in
demographic assumptions. The key actuarial assumptions to which the benefit obligation results are particularly sensitive
to are discount rate and future salary escalation rate. The following table summarizes the impact in percentage terms on
the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in
the reported assumption by 50 basis points.

Risk exposure for gratuity

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed
below :

a) Asset volatility- The plan liabilities are calculated using a discount rate set with reference to bond yields, if the plan assets
underperform this yield, this will create a deficit. Further any decrease in the bond yields will increase the plan liabilities.
The plan assets investments are in unquoted securities which are subject to interest rate risks and the fund manages the
interest rate risks to an acceptable low level.

b) Salary growth & demographic assumptions- The plan is of a final salary defined benefit in nature which is sponsored by
the Company and hence it underwrites all the risks pertaining to the plan. In particular, there is a risk for the company that
any adverse salary growth or demographic experience or inadequate returns on underlying plan assets can result in an
increase in cost of providing these benefits to employees in future. Since the benefits are lumpsum in nature the plan is
not subject to any longevity risks.

c) Majority of the plan assets consist of Insurer (LIC) managed funds which offers the best return over the long term with an
acceptable level of risk. The plan asset mix is in compliance with the requirements of the respective local regulations

Defined benefit liability and employer contributions for gratuity

The weighted average duration of the defined benefit obligation is 5.59 years (2025 5.51 years). The expected maturity
analysis of undiscounted gratuity is as follows:

Significant estimates-

The Company has recognized deferred tax assets on MAT credit entitlement. The company estimates that the deferred tax assets
will be recoverable using the estimated future taxable income based on the approved business plans and budgets.The MAT credit
can be carried forward for a period of 15 years as per local tax regulations and the Company expects to utilize the same within that
period.

15(a) Pursuant to the provisions of the Income-tax Act, 2025 (as amended by the Finance Act, 2026), the Company has opted
to transition to the New Tax Regime with effect from FY 2026-27. Accordingly, the deferred tax balances as at 31 March
2026 have been re-measured using the revised tax rate of 25.168% as against the earlier applicable rate of 34.944%. This
re-measurement resulted in a one-time credit of Rs. 35.9 Mn towards reversal of deferred tax liability, which has been included
under "Tax expense" for the year ended 31 March 2026.

The Organisation for Economic Co-operation and Development ("OECD") has introduced model rules for global minimum tax
("pillar two tax rules"). As per the provisions of Pillar Two legislation, the Parent Group has consolidated turnover exceeding
the threshold prescribed under the framework. Pillar Two legislation has been enacted, or substantively enacted, in certain
jurisdictions where the Parent group has presence. Based on the high-level impact analysis performed by TC Group ("Thomas
Cook (India) Limited and its subsidiaries") forming part of the Parent group, it is not expected to have any material Pillar Two
tax liability on TC Group for the calendar year 2025. In accordance with the amendments to Ind AS l2, the TC Group has
applied temporary mandatory relief from recognizing and disclosing deferred taxes arising from Pillar Two legislation. The
TC Group will continue to monitor the developments and assess the impact of Pillar Two legislation on its future financial
performance.

23 | CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order
to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net
debt divided by total capital. Net Debt is calculated as total borrowings (including 'current and non-current borrowings’ as shown in
the balance sheet) less cash and cash equivalent. Total capital is calculated as 'equity’ as shown in the balance sheet.

During the financial year CRISIL Ratings is 'Positive’ while the ratings are 'CRISIL AA-/CRISIL A1 and the gearing ratios as at the
period ends were as follows:

Loan covenants

The Company cannot create further borrowings (excluding credit cards) without prior permission from bank unless Thomas Cook
(India) Limited at consolidated level has Total Outstanding Liability (TOL)/ Net Worth (NW) not greater than 2.5 times.

24 | CODE ON SOCIAL SECURITY, 2020

Effective 21 November 2025, the Government of India consolidated 29 existing labour regulations into four Labour codes, namely,
The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and the Occupational Safety,
Health and Working Conditions Code, 2020, collectively referred to as the 'New Labour Codes’. The Ministry of Labour & Employment
has published draft Central Rules and FAQs to enable assessment of the financial impact due to notification of New Labour Codes.

Based on the requirements of New Labour Codes and relevant Accounting Standards, the Company has estimated the liability for
employee benefits, which has resulted in an incremental expense on account of recognition of past service costs. Considering the
material, one-time nature of the incremental amount, the Company has presented the same as an 'Exceptional Item’ in the financial
statements for the year ended 31 March 2026, on the basis of guidance provided by ICAI.

(a) It is not practicable for the Company to estimate the timing of cash flows, if any, in respect of the above pending resolution of
the respective proceedings.

(b) The Company does not expect any reimbursement in respect of the above contingent liabilities.

(c) During the year ended 31 March 2020, in response to a Show Cause Notice issued by The Enforcement Directorate (ED), Chennai,
on Thomas Cook (India) Limited and TC Forex Services Limited (TCF) (erstwhile Tata Capital Forex Ltd, and amalgamated into
TCIL on 25 November 2019 with effect from the Appointed Date, i.e. 1 April 2019), the ED, by its Orders, imposed a penalty of
Rs. 45 millions on the Company and its Officer and of Rs. 16.6 millions on TCF and its Officer respectively. Being aggrieved by
the Orders passed by the ED, the Company filed Appeals before the Hon’ble Appellate Tribunal under the FEMA Act, 1999 in
New Delhi. In the Interim, TCIL and TCF’s Officer received a demand notice from the ED, Chennai asking TCIL and TCF’s Officer
to deposit the penalty which was imposed by its Order dated 30th March, 2020 and 23rd March 2020. Pursuant to which, the
Company filed an Urgent Hearing Application on 9 March 2021 before the Hon’ble Appellate Tribunal, New Delhi and the same
was listed for hearing on 24 March 2021. On 24 March 2021, the Hon’ble Tribunal after hearing the submission was pleased
to issue notices and directed the Respondent (ED) not to take any coercive action against TCIL till next date of hearing i.e. 5
September 2022. The application for pre deposit of monies was taken were in ED’s counsel sought time and the matter had
been posted for hearing on 1 May 2024. On 1 May 2024, the matter was argued at length by Our Counsel as well Counsel for
ED on the pre-deposit of money Applications.

Accordingly on April 17, 2025, to comply with the above orders, Rs 12.3 Mn, being 20% of the penalty amount has been
deposited with the Joint Director, ED, Chennai by way of Fixed deposit receipt (FDR) for a tenure of two years . The FDR is to
be renewed every two years. TCIL filed writ petitions before the Hon’ble Madras High Court, which held on 17 April 2025 that
the SAFEMA Appellate Tribunal had rightly waived 80% of the pre deposit and required deposit of only 20%. Accordingly, FDRs
of Rs. 1,23,20,000 were deposited with the Joint Director, ED, Chennai, and the writ petitions stood dismissed. The matter was
thereafter heard by the SAFEMA Appellate Tribunal, New Delhi. Despite multiple opportunities, ED failed to file its reply, and its
right was closed on 6 January 2026.The Appeals were finally argued at length before the Tribunal on 10th March 2026, and
now vide its order dated 30th April 2026, the Tribunal:

• Upheld the penalties of Rs. 30 Mn imposed upon TCIL and of Rs. 8.3 Mn on TCF.

• Set aside all penalties of Rs. 15 Mn imposed upon TCIL’s officer.

• Partly reduced the liability/penalty of Rs. 8.3 Mn to Rs. 1.66 Mn imposed upon TCF’s officer.

The Tribunal partially allowed the Appeals filed by the Companies and its officers by reducing the aggregate penalties from Rs.
61.6 Mn to Rs. 39.96 Mn excluding earlier deposited aggregate amount of Rs. 12.3 Mn. TCIL along with TCF and its officer are
now in process of challenging the Tribunal’s decision before Madras High Court.

(d) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, set out the principles based on which
allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of
provident fund contribution. Subsequently, a review petition against this decision has been filed and which is now dismissed.
Management has accounted for the liability for the period from date of the SC order. Further, pending decision and directions
from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the
accounts.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Company’s activities.

The Company’s board of directors oversees how management monitors compliance with the company’s risk management policies
and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The
audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk
management controls and procedures, the results of which are reported to the board of directors.

The Risk Management Committee constitued by the Board inter-alia formulates a detailed risk management policy, ensures
appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the
Company etc. The Risk Management Committee monitors various risks on a regular basis.

(A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt
securities. Credit risk primarily arises from financial assets such as trade receivables, Investment in mutual funds, derivative
financials instruments, balance with banks and other receivables.

Credit risk arising from investment in mutual funds, derivative financials instruments and balance with banks is limited because
the counterparties are bank and recognised financials institution with high credit ratings.The Company’s exposure to credit risk
is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that
may influence the credit risk of its customer base, including the default risk of the industry and country in which customers
operate.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and
other receivables.

The average credit period on sales of services is less than 30 days. Credit risk arising from trade receivables is managed in
accordance with the Company’s established policy, procedures and control relating to customer credit risk management. The
concentration of credit risk in limited due to the fact that the customer base is large.

28 | FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to credit risk, market risk and liquidity risk.

The Company has an overall enterprise risk management policy, approved by the Audit Committee of the board of directors. Risks
are managed by the individual business units, or the support services’ unit, entering into the base transactions, which give rise to
the risks. The Executive Committee (comprising the Chairman & Managing Director, the Chief Financial Officer, and the heads of the
business units and support services’ units) has the overall responsibility for the risk management framework and its effectiveness,
with the respective heads of business units/support services’ units, being responsible for its implementation and day-to-day
monitoring. The Company’s policy is to place cash and cash equivalents and short term deposits with reputable banks and financial
institutions.

Loans

All of the Company’s loan at amortised cost are considered to have low credit risk, and the loss allowance, if any is limited to
12 month’s expected losses.

(B) Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates - will affect the Company’s
income or the value of its holdings of financial instruments.Market risk is attributable to all market risk sensitive financial
instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily
related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market
risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The
objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

(i) Foreign currency risk

The Company enters into foreign currency transactions in the Foreign Exchange and Leisure Travel Outbound businesses. The
currency risk arising out of foreign currency transactions in the Foreign Exchange business is monitored by a central dealing
room, which then hedges the positions transactions entered into at individual locations across the country, through deals in

(b) Sensitivity:

A reasonably possible strengthening (weakening) of the Indian Rupee against various currencies as mentioned above
at 31 March 2026 and 31 March 2025 would have affected the measurement of financial instruments denominated in
the respective currencies and affected profit or loss by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates, remain constant and ignores any impact of forecast transactions to be held in the
foreign currencies.

(iii) Price risk
Exposure

The Company’s exposure to equity securities price risk arises from investments held by the Company and classified in the
balance sheet either as fair value through OCI or at fair value through profit or loss. Except for the investment of 111,471 shares
each in Quess Corp Limited, Digitide Solutions Limited and Bluspring Enterprises limited held by Thomas Cook (India) Limited
Employee Trust ("ESOP Trust"), the Company does not have any other material equity investments and the Company does not
have a material price risk exposure as of reporting period.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding
to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses,
Company’s treasury maintains flexibility in funding by maintaining sufficient cash and bank balances available to meet the
working capital requirements. Management monitors rolling forecasts of the company’s liquidity position (comprising the
unused cash and bank balances along with temporary investments in fixed deposits and/or liquid mutual funds) on the basis
of expected cash flows.

(ii) Maturities of financial liabilities

The tables below analyse the company’s financial liabilities into relevant maturity based on their contractual maturities for:

• all non-derivative financial liabilities, and

• net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding
of the timing of the cash flows.

Notes

1 This Company is subsidiary of Travel Corporation (India) Limited and step down subsidiary of Thomas Cook (India) Limited

2 This Company is subsidiary of SOTC Travel Ltd and step down subsidiary of Thomas Cook (India) Limited

3 These Companies are subsidiaries of Sterling Holiday Resorts Limited and step down subsidiaries of Thomas Cook (India)
Limited

4 These Companies are subsidiaries of Thomas Cook (Mauritius) Holding Company Limited and step down subsidiaries of
Thomas Cook (India) Limited. Thomas Cook (Mauritius) Holidays Limited has voluatarily wound up and Ceased to be a
subsidiary w.e.f. 05 November 2024

5 These Companies are subsidiaries of Thomas Cook Lanka (Private) Limited and step down subsidiaries of Thomas Cook
(India) Limited

6 These Companies are subsidiaries of Asian Trail Holdings Ltd and step down subsidiaries of Travel Circle International
(Mauritius) Ltd

7 This Company is subsidiary of Asian Trails Holdings Ltd and step down subsidiary of Thomas Cook (India) Limited

8 These Companies are subsidiaries of Travel Circle International (Mauritius) Ltd and step down subsidiaries of SOTC Travel
Ltd

9 These Companies are subsidiaries of Desert Adventures Tourism LLC and step down subsidiaries of Travel Circle
International (Mauritius) Ltd

10 This Company is subsidiary of Kuoni Australia Holding Pty Ltd and step down subsidiaries of Travel Circle International
(Mauritius) Ltd

11 This Company is subsidiary of Asian Trails Ltd and step down subsidiaries of Asian Trail Holdings Ltd

12 This Company is subsidiary of Gulf Dunes LLC and step down subsidiaries of Travel Circle International (Mauritius) Ltd

13 This Company is subsidiary of Kuoni Private Safaris (Pty.) Ltd and step down subsidiaries of Travel Circle International
(Mauritius) Ltd

14 These Companies are subsidiaries of DEI Holdings Limited and step down subsidiaries of Travel Circle International
(Mauritius) Ltd

15 This Company is subsidiary of Asian Trails International Travel Services (Beijing) Ltd and step down subsidiaries of Travel
Circle International (Mauritius) Ltd

16 This Company is an Associate of TC Tours Ltd and step down Associate of Thomas Cook (India) Limited

17 This Company is an Associate of Travel Corporation (India) Limited and step down Associate of Thomas Cook (India)
Limited

18 This Company is an Associate of Asian Trails (Vietnam) Company Limited and step down Associate of Thomas Cook
(India) Limited)

19 This Company is an Subsidiary of Horizon Travel Services LLC and Step down subsidiary of Thomas Cook (India) Limited

20 This Company is an Subsidiary of Travel Circle International (Mauritius) Limited and and Step down subsidiary of Thomas
Cook (India) Limited

21 The Company along with its subsidiaries including step down subsidiaries is engaged in businesses of travel and travel
related businesses, working as travel agent and tour operator

(c) Other related parties with whom the Company had transactions during the year

Associate of Fairbridge Capital (Mauritius) Limited (wef 01 April 2019)

- Quess Corp Limited

- Bluspring Enterprises Limited

- Digitide Solutions Limited
Subsidiaries of Quess Corp Limited

- Allsec Technologies Limited
Associate of Quess Corp Limited

- Terrier Security Services (India) Private Limited
Entities where Director is Common

- Bangalore International Airport

- CSB Bank Limited

- Chemplast Cuddalore Vinyls Limited

- Anderson Greenwood Crosby Sanmar Limited

- Flowserve Sanmar Private Limited

- Chemplast Sanmar Limited

- Cabot Sanmar Limited

- BS and B Safety Systems Limited

~30 (b) BUSINESS COMBINATION - ACQUISITION OF BUSINESS UNDERTAKING OF A WHOLLY OWNED SUBSIDIARY

During the previous year, pursuant to a slump sale agreement dated 19 March, 2025 entered into by the Company with its
wholly subsidiary, STERLING HOLIDAY RESORTS LIMITED ( known as the confirming party ) and NATURE TRAILS RESORTS
PRIVATE LIMITED (hereinafter referred to as 'Transferor Company’ or 'Seller’ or NTRpL), the Business Undertaking of NTRPL
was transferred to the Company on a going concern and slump sale basis effective 1 March 2025

"Transferred Business" means the business of operating resorts, hotels and similar properties and undertaking ancillary and
connected activities in connection therewith, undertaken by the Seller at its three currently operational properties as on the
Execution Date, and subject to the terms hereof.

The Transferor Company (and its Business Undertaking) is ultimately controlled by the same entity (viz., Thomas Cook (India)
Limited hereinafter referred as the "Company") both before and after the business combination, therefore the said transaction
is a common control transaction and has been accounted under pooling of interest method in accordance with Appendix C of
Ind AS 103. - Business Combinations .

Accounting treatment of the arrangement

The pooling of interest method is considered to involve the following:

a. The assets and liabilities acquired are reflected at their carrying amounts.

b. No adjustments are made to reflect fair values, or recognise any new assets or liabilities.

c. Revaluation reserve on land acquired as appearing in the financial statemnets of NTRPL is preserved and is appearing in
the financial statements of the Company in the same form in which they appeared in the financial statements of NTRPL.

d. The difference, if any, between the consideration and net assets acquired of NTRPL are transferred to Amalgamation
reserve.

~30| (c) BUSINESS COMBINATION - ACQUISITION OF BUSINESS UNDERTAKING OF A WHOLLY OWNED SUBSIDIARY

The Board at its meeting held on 20 March 2026, approved the Composite Scheme of Arrangement and Amalgamation amongst
Thomas Cook (India) Limited ('TCIL') and its wholly owned subsidiaries, namely Sterling Holiday Resorts Limited ('SHRL’), TC
Visa Services (India) Limited ('TCVSL’), Jardin Travel Solution Limited ('JTSL’), and Borderless Travel Servies Limited ('BTSL’)
and their respective shareholders, in accordance with the provisions of Sections 230 to 232 read with Sections 61 and 66 of
the Companies Act, 2013 together with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and
the National Company Law Tribunal Rules, 2016 ('Scheme’). The Scheme inter alia provides:

(i) Demerger of the Resorts and Resort Management business of TCIL into SHRL.This business comprises multiple resorts
located across India, offering leisure and retreat experiences in scenic natural surroundings, along with curated hospitality and
resort management services catering to various customer segments. Shareholders of TCIL will receive shares of SHRL as a
consideration for the demerger, in the ratio of 81 shares of SHRL for every 100 shares held in TCIL; and

(ii) The consolidation of 4 equity shares of TCIL of face value of INR 1 each into 1 equity share of TCIL of face value of INR 4 each;
and

(iii) Amalgamation of TCVSL, JTSL and BTSL with TCIL; and

(iv) Reduction of paid-up equity share capital of TCIL by reducing the face value of paid-up equity shares from INR 4/- per equity
share to INR 3/- per equity share.

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

Further, exceptional item for the year ended 31 March 2026 includes cost incurred till date by the Company towards legal and
professional fees in connection with the scheme of Rs. 12.8 Mn.

H SHARE BASED PAYMENTS

Employee option plan/tradable Options
Thomas Cook Employees Stock Option Plan -2007

The Company has established an Employee Stock Option Plan called -"Thomas Cook Employees Stock Option Plan - 2007".
The same has been approved by a Special Resolution passed by the Shareholders by a Postal Ballot on March 23, 2007.
The Scheme is in accordance with the provisions of Securities and Exchange Board of India (SEBI)- (Employee Stock Option
Scheme and employee Stock Purchase Scheme) Guidelines ,1999. The exercise price is as governed by the guidelines issued
by SEBI.

The objectives of this plan are :

(a) Motivate talent in the organization with a view to achieve long term business goals.

(b) Retain key talent in the organization

(c) Foster ownership and motivation.

The grant of options to employees under the stock option scheme is on the basis of their performance and other eligibility
criteria. Each option will entitle the participant to one equity share of Thomas Cook (India) Limited. The unvested options shall
vest with the participant in 3 equal annual instalments on each of the anniversaries from the Grant Date.

Thomas Cook Save As You Earn (SAYE) -2010

Further to the Thomas Cook Employees Stock Option Plan - 2007, the Company has established a Thomas Cook Save As You
Earn (SAYE), Scheme - 2010. The SAYE scheme has been approved by a Special Resolution passed on December 14, 2010,
by the shareholders as at and for the year ended March 31,2016 Thomas Cook (India) Limited of a Postal Ballot and shall be
effective from that date. SAYE is a Monthly Savings Contribution Scheme available to all employees of Thomas Cook (India)
Limited and its subsidiaries provided that they have completed at least 6 months in the organization.

The objectives of the SAYE Scheme -2010 are same as Thomas Cook Employees Stock Option Plan -2007.

SAYE allows employees to save a part of their net pay every month which gets deposited with a bank in a recurring deposit
account carrying fixed rate of interest. At the end of 3 years, employees have the option to either purchase specific number
of equity shares of Thomas Cook (India) Limited at the predetermined exercise price or withdraw the monthly savings
contributions along with interest accrued. Each option will entitle the participant to one equity share of Thomas Cook (India)
Limited. The maximum number of options granted per participant per grant will not exceed 200,000 (Two lakhs) equity shares.
The maximum number of equity shares that may be issued / transferred pursuant to the exercise of options granted under the
SAYE scheme shall not exceed 30,00,000 (Thirty Lacs) equity shares.

Vesting under the scheme is linked to the continued association with the Group. The options would vest only when an employee
has completed the committed 36 monthly contributions. The exercise period would not be more than one month from the date
of vesting.

Thomas Cook Employees Stock Option Plan -2013

The Company has established an Employee Stock Option Plan called -"Thomas Cook Employees Stock Option Plan - 2013".
The same has been approved by a Special Resolution passed by the Shareholders by a Postal Ballot on October 25, 2013.

The Scheme is in accordance with the provisions of Securities and Exchange Board of India (SEBI) - (Employee Stock Option
Scheme and employee Stock Purchase Scheme) Guidelines, 1999. The exercise price is in accordance with the guidelines
issued by SEBI.

The objectives of this plan are:

a) to reward the Senior Employees of the Company for their performance

b) to motivate them to contribute to the growth and profitability of the Company and

c) to retain talent in the organization

The grant of options to employees under the stock option scheme is on the basis of their performance and other eligibility
criteria. Each option will entitle the participant to one equity share of Thomas Cook (India) Limited. The unvested options
shall vest with the participant after 4 years but not later than 7 years from the date of grant of such options. Vesting of
options would be subject to continued employment with the Company and certain performance parameters. The attainment
of such performance parameters would be a mandatory condition for vesting of options as determined by the Recruitment &
Remuneration Committee from time to time.

Sterling Holiday Resorts (India) Limited Employee Stock Options Scheme 2012 - (“SHRIL ESOS 2012")

The purpose of the ESOS is to provide the employees with an additional incentive in the form of Options to receive the equity
shares of the Company at a future date. The ESOS is aimed at further motivating and retaining the employees and thereby
increasing the profitability of the Company.

Vesting Schedule :

Grant I dated January 24, 2013 :

Each option will entitle the participant to one equity share. The unvested options shall vest with the participant in 3 tranches
which is 40%, 30%, 30% on each of the anniversaries from the Grant Date.

Grant II dated July 30, 2014 :

Each option will entitle the participant to one equity share. The unvested options shall vest with the participant in 4 tranches
which is 25%, 25%, 25%, 25% on each of the anniversaries from the Grant Date.

Grant Date means the date on which the Options are granted to the eligible employees by the Company/Committee under the
Scheme.

Exercise Price :

Exercise price shall not be less than the par value of the Equity Shares of the Company and shall not be more than the price
prescribed under Chapter VII of SEBI ICDR Regulation 2009 or the Market price (as defined in the Guidelines), whichever is
more.

- The Exercise price of Rs. 96.00 for Grant I was fixed by the Board of Directors of Sterling Holiday Resorts (India) Limited at
its meeting held on 24th January 2013.

- The Exercise price of Rs. 130.15 for Grant II was fixed by the Board of Directors of Sterling Holiday Resorts (India) Limited
at its meeting held on 30th July 2014.

As per clause 15.3.2 of the Composite Scheme of Arrangement and Amalgamation between Sterling Holiday Resorts (India)
Ltd. (SHRIL) and Thomas Cook Insurance Services (India) Ltd (TCISIL), and Thomas Cook (India) Ltd. (TCIL) the SHRIL ESoS
2012 became a part of the company’s schemes and Stock Options which had been granted but not exercised as of the Record
Date, by such SHRIL employees shall lapse and in lieu of the Lapsed Options of SHRIL, TCIL shall grant 120 options for every
100 options of SHRIL. The revised Exercise Price for Grant I was Rs. 80.00 and for Grant II was Rs. 108.46. Subject to the terms
of the Scheme and SEBI ESOP Guidelines, the option holder will have a period of 5 years from the date of which the Options
have vested, within which the vested options can be exercised.

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

The Company has established an Employee Stock Option Scheme called -"Thomas Cook Employees Stock Scheme 2018 -
Management (ESOP 2018 - Management)". The Scheme of Thomas Cook (India) Limited has been approved by the special
resolution passed on April 11, 2018 through Postal ballot by the shareholders. The Scheme is regulared by the provisions of
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time
and includes all regulations, clarifications and statutory modifications issued there under and also any new regulations on the
matter of share based employee benefits.

The Exercise price of the Vested Option shall be 50% of the Market price as defined under the SEBI Regulations.

The purpose of this Scheme is to reward and retain the employees of the Subsidiary Companies of Thomas Cook under
its control for high levels of individual performance and for exceptional efforts to improve the financial performance of the
respective subsidiary companies, which will ultimately contribute to the success of Thomas Cook. This purpose is sought to be
achieved through the grant of Options, for and on behalf of, and at the behest of the subsidiary companies to their employees.

The maximum number of Shares that may be issued pursuant to Exercise of Options Granted to the Participant under this
Scheme shall not exceed 36,72,000 Shares of Thomas Cook. All Options that have lapsed (including those having lapsed by
way of forfeiture) shall be added back to the number of Options that are pending to be granted or Shares pending to be allotted.
The Company may Grant such Options within the overall limit i.e. 36,72,000

The grant of options to employees under the stock option scheme is on the basis of their performance and other eligibility
criteria. Each option will entitle the participant to one equity share of Thomas Cook (India) Limited. The unvested options
shall vest with the participant after 3 years date of grant of such options. Vesting of options would be subject to continued
employment with the Company and certain performance parameters.

Thomas Cook Employees Stock Scheme 2018 - Execom

The Company has established an Employee Stock Option Scheme called -"Thomas Cook Employees Stock Scheme 2018 -
Execom ". The Scheme of Thomas Cook (India) Limited has been approved by the special resolution passed on April 11,2018
through Postal ballot by the shareholders. The Scheme is regulared by the provisions of Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014, as amended from time to time and includes all regulations, clarifications
and statutory modifications issued there under and also any new regulations on the matter of share based employee benefits.

The Exercise Price shall be equal to face value of shares i.e Re. 1 per option.

The objective of the ESOP 2018 - Execom is to reward the Execom Employees of the Company for their performance and to
motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this Scheme to
retain talent in the organization. The Company views Employee Stock Options as instruments that would enable the Employees
to share the value they create for the Company and align individual objectives of employees with objectives of the Company in
the years to come.

The maximum number of Shares that may be issued pursuant to Exercise of Options Granted to the Participant under this
Scheme shall not exceed 17,54,458 Shares of Thomas Cook. All Options that have lapsed (including those having lapsed by
way of forfeiture) shall be added back to the number of Options that are pending to be granted or Shares pending to be allotted.
The Company may Grant such Options within the overall limit i.e. 17,54,458

The Scheme shall be applicable to the Execom and Employees of the Company, its Subsidiary companies in India and abroad,
as determined by the Committee on its own discretion from time to time.

Options granted under ESOP 2018 - Execom would Vest only after 4 years but not later than 7 years from the date of grant
of such options. Vesting of options would be subject to continued employment with the Company and certain performance
parameters. The specific performance parameters will be decided by the Committee from time to time and will be communicated
to the employees. The attainment of such performance parameters would be determined by the Committee from time to time
which shall be a mandatory condition for vesting of options.

Thomas Cook Employees Stock Scheme 2024 - Execom

The Company has established an Employee Stock Option Scheme called -"Thomas Cook Employees Stock Scheme 2024 -
Execom ". The Scheme of Thomas Cook (India) Limited has been approved by the special resolution passed on April 11,2018
through Postal ballot by the shareholders. The Scheme is regulared by the provisions of Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014, as amended from time to time and includes all regulations, clarifications
and statutory modifications issued there under and also any new regulations on the matter of share based employee benefits.

# On exercise, in addition to alloted TCIL options, employees are also eligible for Quess shares as per the share entitlement
ratio of 1889 : 10000

During the year ended 31 March 2026, the Company has not given any grants of stock options. Further, the Board has also
noted and confirmed the exercise of 253,953 stock options. During the year ended 31 March 2025, the Company has not given
any grants of stock options. Further, the Board has also noted and confirmed the exercise of 406,209 stock options.

Modification of share based payment:

On merger of Thomas Cook Insurance Services (India) limited

In the course of business combination effective from August 18, 2015 as per the court scheme, under which Sterling was
merged with Thomas Cook Insurance services (India) Limited, Thomas cook India limited had replaced the erstwhile ESOS
scheme of Sterling by issuing shares from its share capital. Such modification of share based payment arrangements are
accounted for as per Ind AS 102.

On implementation of Composite Scheme of arrangement and Demerger of Human Resource Business

As per the composite scheme, the Company has demerged its Human Resources Services Business and transferred it to
Quess Corp Limited (Quess). The scheme was approved by the National Company Law Tribunal (NCLT) with the appointed
date as April 1, 2019. The effective date of the scheme was November 25, 2019 when both the company and Quess filed the
certified copies of the order with their respective jurisdictional Registrar of Companies.

As a part of the composite scheme, Employees whose ESOPs were outstanding on the effective date will be entitled to the
additional shares of Quess on account of the demerger of Human Resource Business. Instead of altering the exercise price,
the Company provided additional award in form of Quess shares. The eligible employees are now entitled to shares of Quess
along with those of the Company in the same share entitlement ratio prescribed in the scheme for the other shareholders of
the Company.

In case of vested options, the employees will be granted shares of the Company and Quess only on payment of the exercise
price. In case of unvested ESOPs, the employees will be granted shares of the Company and Quess on completion of the
remaining vesting period and payment of the exercise price.

The options, to the extent, which are settled by shares of Quess do not meet the definition of a share-based payment
arrangement because the value of shares of Quess is not based on the price or value of Company’s own equity instruments or
any of its group entity’s equity instruments.The options, to the extent which are settled by shares of Quess, will be considered
as an employee benefit within the scope of Ind AS 19. The options, settled by shares of the Company continue to be considered

(a) Description of segments and principal activities

The group’s strategic steering committee, consisting of the chief executive officer, the chief financial officer and the manager
for corporate planning, examines the group’s performance both from a product and geographic perspective and has identified
three reportable segments of its business:

Financial Services Includes wholesale and retail purchase and sale of foreign currencies and paid documents

Travel and related services Includes tour operations, travel management, visa services and travel insurance and related

services

Leisure hospitality & resorts Includes sale of room rentals and other allied services
business

(e) Information concerning the classification of securities

Options granted to employees under the ESOP Option Plan are considered to be potential equity shares. They have been
included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been
included in the determination of basic earnings per share. Details relating to the options are set out in note 35.

EXCEPTIONAL ITEM

Pursuant to the sale agreement dated 22 July 2025, the Company sold its immovable property located in Udyog Vihar Phase III,
Gurugram (Haryana), India. The transaction resulted in a profit of Rs. 256.5 Mn (Rs. 177.4 Mn net of tax) from the sale of fixed
assets. This profit has been reported under exceptional items in the financial statements for the year ended 31 March 2026.

Effective 21 November 2025, the Government of India consolidated 29 existing labour regulations into four Labour codes,
namely, The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and the Occupational
Safety, Health and Working Conditions Code, 2020, collectively referred to as the 'New Labour Codes’. The Ministry of Labour
& Employment has published draft Central Rules and FAQs to enable assessment of the financial impact due to notification of
New Labour Codes.

Based on the requirements of New Labour Codes and relevant Accounting Standards, the Company has estimated the
liability for employee benefits, which has resulted in an incremental expense on account of recognition of past service costs.
Considering the material, one-time nature of the incremental amount, the Company has presented the same as an 'Exceptional
Item’ in the financial statements for the year ended 31 March 2026 amounting to Rs. 174.8 Mn, on the basis of guidance
provided by ICAI.

The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other
aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments, if any, in
subsequent periods.

The Board of Directors, at its meeting held on 20 March 2026, approved the Composite Scheme of Arrangement and
Amalgamation among Thomas Cook (India) Limited ('TCIL’) and its wholly owned subsidiaries—Sterling Holiday Resorts
Limited ('SHRL’), TC Visa Services (India) Limited ('TCVSL’), Jardin Travel Solution Limited ('JTSL’), and Borderless Travel
Services Limited ('BTSL’)—and their respective shareholders, pursuant to Sections 230 to 232 read with Sections 61 and 66 of
the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National
Company Law Tribunal Rules, 2016 ('Scheme’).

Exceptional items for the year ended 31 March 2026 include legal and professional fees aggregating to Rs. 12.8 Mn incurred
by the Company to date in connection with the aforesaid Scheme.

The Company has completed the acquisition of Resort Business from Nature Trails Resort Private Limited (NTRPL), (who is
wholly owned step-down subsidiary of the Company) on 19 March 2025 through slump sale as per the terms mentioned in the
Business Transfer Agreement w.e.f appointed date 01 March 2025.

Exceptional item of Rs. 27.1 Mn for the year ended 31 March 2025 includes cost incurred towards stamp duty of INR 18.4 Mn
and Legal and Professional fees of INR 8.7 Mn against the acquisition of Natural Trails with the Company.

351 The Thomas Cook (India) Limited Employee Trust ("ESOP Trust") holds shares of the Company as well as of its earlier subsidiary
Quess Corp Limited (QCL), including its demerged entities, namely Digitide Solutions Limited and Bluspring Enterprises limited
(listed in June 2025 quarter). The shares of QCL and its demerged entities held by the ESOP Trust are subjected to fair valuation.
Mark-to-market gain or loss arising out of the same is included and disclosed separately in the company’s standalone financial
statements.

Mark-to-Market ("MTM") gain/(loss) on such shares of Rs. (47.2) Mn and Rs. 30.4 Mn are included in other income /
(expense) for the year ended 31 March 2026 and 31 March 2025 respectively.

~36 CYBER-INCIDENT

During the previous year, on 30 December 2024, the Company detected a cyber-incident. The Company along with Information
Technology security experts have completed a full check of all its systems to scan and remove all malware and affected files
to prevent any future recurrence. All Information Technology applications and infrastructure have been restored and running
with enhanced security features and the entire business operations are back to normal. The cyber incident did not have any
material financial impact on the Company.

iii) Contract balance

The contract liabilities primarily relate to the advance consideration received from customers for which revenue is recognized
when the performance obligation is over / services delivered.

Advance Collections is recognised when payment is received before the related performance obligation is satisfied. This
includes advances received from the customer towards Travel and travel related services. Revenue on leisure tours and
holiday’s packages are recognized on the completion of the performance obligation.

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property

(ii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both
during the current or previous year.

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year

(iv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

(vi) The Company does not have any transaction which is not recorded in the books of account that have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey) or any
other relevant provisions of the Income-tax Act, 1961

(vii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.

(viii) The Company has complied with the number of layers prescribed under the Companies Act, 2013

(ix) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.

43] DIVIDEND

The Board of Directors has recommended a dividend of Re. 0.50 paise per equity share of the face value of Re.1 each for the

financial year ended 31 March 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting.