General Updates

August 19, 2026 The Manager, The Manager, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500413 Scrip Code: THOMASCOOK Fax No.: 2272 2037/39/41/61 Fax No.: 2659 8237/38 Dear Sir/ Madam, Sub: Notice of the 49th Annual General Meeting of the Company. Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith Notice of 49th Annual General Meeting (“AGM”) of the Company scheduled to be held on Thursday, September 10, 2026, at 3:30 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). The said Notice forms part of the Integrated Annual Report for the financial year 2025-26 and is also available on the Company's website at https://www.thomascook.in/annual-report. This is for your information and records. Thank you. Yours faithfully, For Thomas Cook (India) Limited Amit J. Parekh Company Secretary and Compliance Officer Encl: a/a NOTICE NOTICE is hereby given that the FORTY NINTH ANNUAL substitution(s) made thereof for the time being in force), GENERAL MEETING (“AGM”) of the Members of THOMAS and relevant provisions of the Memorandum and Articles COOK (INDIA) LIMITED will be held through Video of Association of the Company, Mr. Sumit Maheshwari Conferencing (VC) / Other Audio-Visual Means (OAVM) on (DIN: 06920646), a Director, who retires by rotation and Thursday, September 10, 2026, at 3:30 p.m. (IST) to transact being eligible, has offered himself for re-appointment, be the following businesses: and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” ORDINARY BUSINESS: SPECIAL BUSINESS: 1. To consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 5. Mr. Chandran Ratnaswami (DIN: 00109215), Director on March 31, 2026 together with the Reports of the liable to retire by rotation, who does not seek re- Board of Directors and Auditors thereon. appointment. In this regard, to consider, and if thought fit, to pass, the In this regard, to consider, and if thought fit, to pass, the following Resolution as an Ordinary Resolution: following Resolution as an Ordinary Resolution: “RESOLVED THAT, the Audited Standalone Financial “RESOLVED THAT, pursuant to the provisions of Statements of the Company for the Financial Year ended Section 152 and other applicable provisions, if any, on March 31, 2026 together with the Reports of the Board of the Companies Act, 2013 (including any statutory of Directors and Statutory Auditors thereon, be and are amendment(s) or modification(s) thereto or re- hereby considered and adopted.” enactment(s) or substitution(s) made thereof for the time being in force), and relevant provisions of the Memorandum 2. To consider and adopt the Audited Consolidated and Articles of Association of the Company, Mr. Chandran Financial Statements of the Company for the Financial Ratnaswami (DIN: 00109215), a Director liable to retire by Year ended on March 31, 2026 together with the Report rotation, who does not offer himself for re-appointment, of the Auditors thereon. be not re-appointed as a Director of the Company and the In this regard, to consider, and if thought fit, to pass, the vacancy, so caused in the Board of the Company, be not following Resolution as an Ordinary Resolution: filled up.” “RESOLVED THAT, the Audited Consolidated Financial 6. To consider and approve payment of commission to Non Statements of the Company for the Financial Year Executive Independent Directors of the Company for the ended on March 31, 2026 together with the Report of the Financial Year 2025-2026. Statutory Auditors thereon, be and are hereby considered In this regard, to consider, and if thought fit, to pass, the and adopted.” following Resolution as an Ordinary Resolution: 3. To declare a dividend on Equity Shares for the Financial “RESOLVED THAT, pursuant to the provisions of Sections Year ended on March 31, 2026. 149, 197, 198, and other applicable provisions, if any, In this regard, to consider, and if thought fit, to pass, the of the Companies Act, 2013 read with Schedule V and following Resolution as an Ordinary Resolution: the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”) and “RESOLVED THAT, a dividend at the rate of 50% on Equity Regulation 17(6) of the Securities and Exchange Board of share capital i.e. ` 0.5 (Rupees Fifty Paise only) per equity India (Listing Obligation and Disclosure Requirements) share of ` 1/- each be declared and paid out of profits Regulations, 2015 (including any statutory amendment(s) available for distribution of Dividend for the Financial Year or modification(s) thereto or re-enactment(s) or ended on March 31, 2026, to all the shareholders subject substitution(s) made thereof for the time being in force), to applicable withholding of taxes wherever necessary.” and in terms of the recommendation by the Nomination 4. To re-appoint Mr. Sumit Maheshwari (DIN: 06920646), and Remuneration Committee, Audit Committee and as a Director of the Company, liable to retire by approval of the Board of Directors at their meetings held on rotation. May 12, 2026 and subject to such approvals, permissions and sanctions, if any, as applicable, consent of the In this regard, to consider, and if thought fit, to pass, the members of the Company be and is hereby accorded, for following Resolution as an Ordinary Resolution: payment of remuneration by way of Commission to Non “RESOLVED THAT, pursuant to the provisions of Section 152 Executive Independent Directors of the Company, of Rs. and other applicable provisions, if any, of the Companies 17.7 Mn in aggregate, based on the number of days in Act, 2013 (including any statutory amendment(s) office, for the Financial Year ended on March 31, 2026, or modification(s) thereto or re-enactment(s) or subject to applicable withholding of taxes; Thomas Cook (India) Limited 1 RESOLVED FURTHER THAT, the Commission payable b) Miscellaneous Allowance: Rs. 7,157,438/- (Rupees to the Non Executive Independent Directors will be in Seventy-One Lakhs Fifty-Seven Thousand Four addition to the payment of sitting fees paid to Directors Hundred and Thirty-Eight Only) per annum, which for attending the meetings of the Board of Directors and shall however be subject to such annual increments Committees thereof.” as the Nomination and Remuneration Committee and/or the Board of Directors may determine and 7. To consider and approve variation in terms and approve, from time to time. conditions of appointment in respect of components of remuneration structure of Mr. Mahesh Iyer c) Performance Bonus: Bonus would be as the (DIN:07560302) as Managing Director and Chief Committee and/ or the Board may in its absolute Executive Officer. discretion determine and approve, linked to Mr. Iyer’s performance as Managing Director and Chief In this regard, to consider, and if thought fit, to pass, the Executive Officer. following Resolution as a Special Resolution: d) Perquisites: In addition to salary, miscellaneous “RESOLVED THAT, in partial modification of the earlier allowance and performance bonus, Mr. Iyer shall be resolution(s) passed and agreements entered into, entitled to the following perquisites as per the rules pursuant to the provisions of Sections 196, 197, 203 of the Company, which will be subject to such annual read with Schedule V and all other applicable provisions increments as the Nomination and Remuneration of the Companies Act, 2013 (“Act”) and the Companies Committee and/or the Board of Directors may (Appointment and Remuneration of Managerial Personnel) determine and approve, from time to time: Rules, 2014 and the Securities and Exchange Board [Showing first 8,000 characters — download PDF for full document]