Thomas Cook (India) Limited-Annual Report 2019-2020

Thomas Cook (India) Limited
Integrated Annual Report 2019-20

Shareholder Information
Board of Directors Registrars &

Mr. Madhavan Menon Chairman and Managing Director Share Transfer Agents
TSR Darashaw Consultants Private Limited
Mr. Mahesh Iyer Executive Director and Chief Executive Officer
6-10, Haji Moosa Patrawala Indl. Estate
Mrs. Kishori Udeshi Non Executive Independent Director
20, Dr. E Moses Road, Mahalakshmi,
Mr. Pravir Kumar Vohra Non Executive Independent Director
Mumbai - 400 011.
Mr. Nilesh Vikamsey Non Executive Independent Director
Tel: +91 22 6656 8484
Mr. Sunil Mathur Non Executive Independent Director
Fax: +91 22 6656 8494
Mr. Chandran Ratnaswami Non Executive Director
Email Id: csg-unit@tsrdarashaw.com
Mr. Sumit Maheshwari Non Executive Director
Website: www.tsrdarashaw.com
Chief Financial Officer
Registered Office
Brijesh Modi
Company Secretary & CIN: L63040MH1978PLC020717
Compliance Officer
Thomas Cook Building,
Amit J. Parekh
Dr. D. N. Road, Fort,
Auditors Mumbai – 400 001
B S R & Co. LLP
Tel: +91 22 4242 7000
Principal Bankers Fax: +91 22 2302 2864
(in alphabetical order)
Email id: sharedept@thomascook.in
Axis Bank Limited
Website: www.thomascook.in
Bank of America
HDFC Bank Limited
ICICI Bank Limited
Induslnd Bank Limited
Kotak Mahindra Bank Limited
RBL Bank
Standard Chartered Bank
State Bank of India
Forward Looking Statements

Certain statements in this Report regarding our business operations may appear as forward-looking
statements. These include all statements other than those of historical fact, regarding the financial
position, business strategy, management plans and objectives for future operations. These statements
can be identified by words such as ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’,
‘will’, ‘plans’, ‘outlook’ and other words of similar meaning in association with a discussion of future
operational or financial performance. We cannot guarantee that these forward looking statements
will be realised, although we believe to have been prudent in our assumptions. Actual results could
differ materially from those projected in any forward-looking statements due to various events, risks,
uncertainties and other factors. We neither assume any obligation nor intend to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
Inside this report
We’ve had a challenging year but we faced it head on.
Index SECTION – 9 - WE EXAMINED OUR NUMBERS 145
SECTION 1 - WE BENCHMARK OURSELVES Financial Statements

AGAINST GLOBAL PRACTICES 01
Standalone
(About the report)
Independent Auditors’ Report 145
SECTION 2 - WE HAVE STAYED TRUE TO OUR VALUES 02
(About Thomas Cook (India) Limited, Presence, Balance Sheet 152
Our journey)
Statement of Profit and Loss 153
SECTION 3 – WE PRACTICED LEADERSHIP BY EXAMPLE 06
Statement of Cash Flow 154
(COVID-19 and our Response : Chairman's Message,
Chairman’s Statement) Statement of Changes in Equity 156
SECTION 4 – OUR INTEGRATED APPROACH 14 Notes to the

(Capitals and KPIs, Market review, Business model, Financial Statements 158
Strategic framework, Stakeholder engagement and
Consolidated
materiality, Customer experience and digitech)
Independent Auditors’ Report 220
SECTION 5- OUR BUSINESS SEGMENTS 28
(Travel and related services, Financial services, Balance Sheet 226
Strategic and Portfolio Investments) Statement of Profit and Loss 227
SECTION 6 - WE REMAINED FOCUSED ON Statement of Cash Flow 228
OUR KEY ASSET- PEOPLE 44
(Human resources) Statement of Changes in Equity 230
SECTION 7 - WE REINFORCED OUR HIGH STANDARDS OF Notes to the

GOVERNANCE & AND CORPORATE RESPONSINBILITY 46 Financial Statements 232
(Corporate Social Responsibility, Governance, Board of Directors, Information regarding
Leadership Team, Risk management) Subsidiaries and Associates 313
SECTION 8 - WE CONTINUED TO EMBRACE
TRANSPARENCY IN REPORTING 54
(Directors’ Report, Management Discussion and
Analysis, Report on Corporate Governance, Business
Responsibility Report)
and its Indian and global subsidiaries and (given from pages 145 to 312) to gain a
About this report key investments. The Group’s business complete picture of the Group’s performance.
The Thomas Cook India Group is pleased model, along with strategic focus areas This financial statements in the Integrated
to present its second Integrated Annual and associated risks, have been elucidated Report have been prepared in accordance
Report which sets out the performance for through the report to offer a holistic view of with the Indian Accounting Standards (Ind
the financial year ending 31 March, 2020. its long-term sustainability. AS) specified under Section 133 of the
The report represents more than just a Companies Act, 2013 read with Companies
record of our performance during the year, Reporting period (Indian Accounting Standards) Rules, 2015
it represents our continued commitment This Integrated Report is an annual (as amended from time to time), and were
to transparency and accountability to publication and provides material independently audited. The Independent
our Stakeholders and aims to provide a information regarding organisational Auditor’s Report for both consolidated and
balanced review of the Group’s financial developments between April 1, 2019 to standalone financials can be found on pages
and non-financial performance, increasing March 31, 2020 (FY20). 220 and 145, respectively.
the understanding of the Group’s value
creation mechanisms, business strategy and Board and management assurance
Non-financial reporting
governance framework. The Board of Directors and our Management
The Report extends beyond financial acknowledge the responsibility to ensure the
The report has been created in reference to reporting and includes non-financial integrity of this Integrated Report.
the guiding principle of the International performance, opportunities, risks & risk
Integrated Reporting Framework published management strategy and outcomes They believe that the Report addresses all
by the International Integrated Reporting attributable to or associated with our key material issues and presents the integrated
Council (IIRC). stakeholders, which have a significant performance of our Group and its impact in a
influence on our ability to create value. fair manner. The report has, therefore, been
Reporting boundary and scope authorised for release on June 18, 2020. All
Financial statements financial statements published in this report
This report covers information on the Thomas
This Integrated Report should be read in are as of March 31, 2020.
Cook India Group, comprising the standalone
entity, Thomas Cook (India) Limited (TCIL), conjunction with the financial statements
1
About Thomas Cook (India) Limited
WHO ARE WE WHAT DO WE DO

Thomas Cook (India) Limited At the Thomas Cook India Group, we
is a leading integrated travel understand that travel and holidays T ransactions in trav el &
and travel-related services are strongly reflective of one’s financial ser v ices related
company with operations personal choices and interests.
in 25 countries, across five
continents through its Indian
Therefore, we specialize in
offering curated, end-to-end travel
3.7 mn+
and global subsidiaries and key solutions to our wide spectrum of
investments. customers and brand patrons, and
R E TA I L T O U C H P O I N T S
catering to them with an expansive
Promoted by Fairfax Financial
Holdings Limited, through
its wholly-owned subsidiary,
omnichannel reach.
Over the decades, we have grown
630+
Fairbridge Capital (Mauritius) by pursuing both organic and
Limited holding 65.60%, inorganic opportunities and
A irport counters
Thomas Cook India is focused on currently own and operate an
creating enduring stakeholder
value since its incorporation in
1978.
array of well-known travel service
brands both in India and around the
world, serving both B2B and B2C
27
customers. We have three major
business segments, namely Travel M obile A pp downloads
and Related Services, Financial
Services and Strategic and Portfolio
Investments.
6,00,000+
L egacy of operating in I ndia
139 years
N umber of employees
9,400+
N umber of brands
19
NE T WORK ACROSS
25 countries
5 Continents
2
Global Presence
1 Australia
2 Bhutan
3 Cambodia
24
4 China
22
5 Hong Kong 25
6 India 4
8
7 Indonesia 15
2
21 5
8 Jordan 16 6
13 10
9 Kenya 19 Srilanka 20 23
10 Laos 20 Thailand 3
19 11
11 Malaysia 21 UAE 7
9 17
12 Mauritius 22 Usa
13 Myanmar 23 Vietnam
14 Namibia 24 France
12 1
15 Nepal 25 Japan 14
16 Oman 18
17 Singapore
18 South Africa
Map not to scale
T ravel and F inancial I nvestments

related services S ervices
28 38 40
• Outbound travel • Foreign exchange Strategic

• Corporate travel • Value added services • Souvenir imaging
• MICE • Travel consulting
• Destination
Management Portfolio
Specialists: • Hospitality
- India inbound
- International
inbound
• Visa
3
Milestones
Starting our operations in India as early as the 19th Century, we have come a long way
in becoming the preferred partner for millions of travellers. Our journey has been
marked with several milestones, that have shaped, inspired and above all,
motivated us to do more for our customers.
We completed
acquisition of Kuoni’s
global DMS network
Acquisition of 87% across 22 countries
stake by Fairbridge in We announced merger and 5 continents
We commenced our Company with Sterling Holiday
our India operations Resorts (India) in a
(Mumbai) cash and stock deal
Jun ‘17
May ‘13
Aug ‘12
Feb ‘14
1983
1881 Jul ‘15
Our Company acquires 74%

stake in Quess Corp (previously
IKYA Human Capital Solutions
Private Limited)
Initiated our journey
as a listed company We acquired Luxe Asia via our
subsidiary Thomas Cook Lanka
(Pvt) Ltd.
4
Thomas Cook India Group
approved the acquisition
of a 24% strategic stake in
TravelJunkie Solutions
Private Limited Completion of Corporate Restructuring
process - Demerger of Human Resource
Services Business of Thomas Cook (India)
Ltd into Quess Corp Ltd on a going
concern basis
TCIL acquired the rights to the Thomas

Cook Brand in perpetuity for the India,
Our Group acquired
Sri Lanka & Mauritius markets
Oct ‘18 a 51% stake in DEI
Holdings Limited (DEI)
SOTC celebrates its 70th Anniversary
Mar ‘19
Mar ‘18 Dec ‘19
Oct ‘17
Quess Corp has been

re-classified as an
associate company
We concluded
acquisition of Forex
and Travel businesses
Aug ‘15 of Tata Capital
We acquired Kuoni
Group’s Travel
operations in India
and HK
5
COVID-19 and our response : A message from the Chairman
As I write this message, the world is combating the
unprecedented challenges due to the COVID-19
pandemic, which has led us all into unchartered territory,
as we face human, social and economic challenges. The
severity, speed and scale of this pandemic is something
most of us cannot have envisaged and this has resulted
in profound changes in the way we function and organize
our daily lives. The slow paced recovery of the global
economy in recent years, continued throughout most of
2019, and unfortunately was brought to a complete halt
with the advent of the COVID-19 pandemic.
Globally, the travel and tourism space is amongst the
most impacted industries as travel was brought to a
halt as countries restricted movement, imposed travel
restrictions and suspended flights in order to contain
the spread. In fact, the World Travel & Tourism Council
(WTTC) has estimated the Travel & Tourism global
economic impact of COVID-19 to be 5x the impact of the
2008 Global Financial Crisis. Thus, the travel and tourism
industry is currently weathering a storm, the effects of
which will continue to be felt for quarters to come.
Our Initiatives
As early as February 2020, your Company evaluated
measures and steps which would help us safeguard the strongest financial position will be best placed to
broader level interests of the company and its associated protect its people, retain the ability to serve customers
partners & stakeholders. At the end of March 2020, we and other stakeholders during and beyond this period
implemented a series of decisive actions designed to of deep uncertainty. Thus, all adjustments required as
minimize the impact of the pandemic on our employees a result were being made in parallel: reorganizing and
& customers and ensure that your Company is well creating flexible structures, reducing costs, increasing
prepared to weather the storm. Our global entities too efficiency, rethinking business functioning and
ensured quick and timely actions to respond to the accelerating our focus on automation and new future-
unfolding challenges in their respective markets. oriented technologies. Digital communication has played
Such times call for a recalibrated approach and radical a pivotal role as we have been in constant touch with our
thinking to protect financial health as the companies in customers and trade partners.
6
“Reimagine Program” across Accelerating digitization • Key Travel Drivers: 64% are likely
businesses The Thomas Cook India Group in to opt for a domestic holiday in
The COVID-19 emergency has the past has continuously scaled 2020; 36% international; 75%
spurred the need for re-thinking, its digital knowledge and business ranked health & safety as their #1
re-imagining and re-discovering of applications and used it as an enabler concern; 72% opting for reputed
capabilities in all aspects of business for growth. COVID-19 has reiterated brands
for us. As a Group led by innovation, the importance of technology in For the detailed report, click here: -
the team rose up to the challenge business as the lockdown demanded
and has taken decisive actions to stay digital capabilities to be enhanced. “Assured” Safe Travel Program
relevant and more competitive than We have equipped our employees Customers have been clear that
ever before. with digital solutions to ensure health, hygiene and safety is their
By focusing completely on our business continuity while on prime concern when it comes to
customers, re-engaging our trade a Work-From-Home (WFH) model. travel in the COVID-19 era and
partners and fundamentally With the aim to drive contactless so, we have launched ‘Assured’,
rethinking our relationship with transactions, customers can connect a comprehensive program to
all key stakeholders, we have and transact via multiple channels safe travel in the COVID-19 era -
managed to draw a Comprehensive such as virtual outlet/agents via call, partnering with Apollo Clinics - a
“Reimagine Program” which will mobile apps and website. We are member of the Apollo Hospitals
be implemented across businesses not only consistently imbibing new Group, the expert in the healthcare
& processes, to adapt to the post technologies for innovation but also sector. We have worked with partners
pandemic era of travel. This will for simplification and optimization across the travel eco-system to
place your Company in a better of core processes with a view to ensure meticulous health and
position to step up and meet the create a deeper understanding of hygiene protocols at every step of
unprecedented challenges of the all stakeholder expectations and your journey: from sales/servicing
COVID-19 outbreak. enhancing their experience. outlets airports, transportation,
Key aspects of this program are accommodation, restaurants to
centered around the following: attractions and sightseeing.
• Health and safety at every stage:
COVID-negative Certification
The Company has taken several Facilitation Services
measures adapting to the new During the pandemic a COVID-
normal by re-imagining businesses negative certificate has become
and capabilities with a primary a perquisite to travel and also
focus on ensuring all ICMR/WHO mandated by organisations as part
Customer Digital
safety and health protocols Engagement of safety protocols. To support
Capabilities
• Contactless customer experience customers, your Company has
driven by omni-channel solutions hence launched COVID-negative
for a touchless journey for certification services in association
customers to transact seamlessly with ICMR accredited labs, pan India,
• Process reinvention which includes becoming the first travel service
digitization of sales and customer provider to offer this as part of an
lifecycle integrated as well as standalone
• Technology driven business growth service.
• Greater application of Artificial The Holiday Readiness Travel Report
Intelligence (AI) will further - Future of Travel post COVID-19 Integration of key functions of TCIL
drive automation to improve cost Over 2,500 consumers across India’s & SOTC
efficiency & productivity metros and Tier 1 & 2 cities were Your Company has been in the
• Efficient capacity creation and surveyed to capture key consumer process of integrating some of
productivity optimization will be behaviors and trends for travel the backend functions of the two
critical in the next normal during the COVID era. The prominent brands over the past year. With
findings of this study highlighted the COVID-19 challenges, we felt
that: it appropriate to expedite the
• Travel is set to rebound :14% process to take advantage of the
respondents indicate that they will scale we would eventually derive.
travel in 2020 when restrictions We are thus focused, on integration
ease of our product, contracting and
7
operations to drive operational • Functional across 7 Airports that • Seamless services to Corporates is
efficiencies, higher productivity and had restarted to assist repatriation ensured via our Corporate Off-Site
margin expansion. We believe this customers Model
will provide us with competitive • 3,500 transactions from our • We are honoured to have assisted
advantage in terms of domain wholesale segment from mid-May. over 10,000 customers via
knowledge, pricing and value, • Our unique B2B Online Forex repatriation flights
scalability and also the ability to Tool has gone live – to equip In July 2020 Thomas Cook India
provide a wider range of products / our Partners book transactions signed an agreement with dnata
offerings to a broader segment of remotely Travel to take over their corporate
customers. We are also looking at travel portfolio in India and serve its
potential synergies with common Leisure: existing clients.
CRM and customer acquisition. • Launched unique holidays based
on pent up travel demand during India Destination Management
Customer Engagement during the the lockdown to offers a break Specialists:
lockdown: from the combined stress of WFH While travel restrictions are easing
In a meaningful initiative to stay in and home chores. on the domestic front, India is yet
touch with our customers during the • Your Company’s Back To Life & to open borders for international
lockdown, our teams have reached Live it Up Holidays offers the tourist arrivals, however till then
out to customers to check on their reassurance of flexibility (with zero we have concentrated our focus
well-being and safety and assist cancellation on changes up to 5 on reskilling and equipping
them. days prior departure). business for future trade. We
In addition, we continue to stay • Convenient, easy access options have curated a Staff Trainings and
engaged with interactive social like Staycations, Workations, Engagement, Operational and
media initiatives like our Travel Trivia Wellness, Affordable Luxury, Financial Transformation Project
quizzes, Travel Memories series, Private Journeys/Van Tours, City using Information Technology to
lockdown recipes and a memorable Breaks offer affordable pricing and revamp our business thinking. Some
Lockdown Travel Awards with a live attractive value-add ons. highlights are as below:
Zoom session hosted by Boman Irani. • ~50,000 man hours of trainings
MICE: have been conducted comprising
Education-Training and Up-Skilling • MICE Plus and #NextinMICE, various domains and topics.
of our People: strategic scalable digital platforms • Expanding the scope of existing
To better equip our teams and have been launched to deliver technology as well as adopting
thus ensure exceptional customer hybrid MICE solutions in the new solutions to increase
service, we rolled out engaging COVID-19 era. productivity
webinars conducted by experts from • Key highlights include Digital • Concentrated efforts to align with
destinations, hotels, airlines and key Events & Engagements and Virtual norms and expectations in the post
partners. Over 1,150 sessions have travel vouchers; Strong focus on COVID pandemic era
been conducted with cumulative Health & Safety via the Assured
participation of over 86,800. Safe Travel Program International Destination
• Virtual Events have already been Management Specialists (DMS):
Key initiatives across Business delivered during the lockdown as • The DMS entity Asian Trails
Segments during Covid-19: a hybrid model to ensure health- operating in South East Asian
safety region was the first to be impacted
Foreign Exchange Services:
in early Q4 FY20 with travel
While emergency services were Corporate Travel: restrictions and quarantine policies
started on April 16th (for customers With the re-opening of domestic adopted by feeder countries
stranded during the pandemic), the skies, while 70% of such emergency such as China, Thailand, Malaysia,
entire product-service range was trips were understandably one-way, Singapore etc
re-opened in May 2020 and I am we are now seeing a strong increase • Entities operating in African
delighted to update you that we in return trips- a welcome sign for markets (Private Safari EA & SA)
turned positive the same month. our business. witnessed a gradual slowdown
Here are a few highlights: • Corporate implant desks have been starting in late Q4 FY20 as business
• Over 20,000 transactions - across started, basis easing of restrictions was primarily driven by traditional
our retail and corporate segments; and local approvals European markets viz. France,
91,000 Money Transfers
Germany etc. which recorded
infections and travel restrictions
much later
8
• Desert Adventures which operates Digiphoto imaging Services (DEI) • Positive renegotiations with
in the Middle Eastern market • Progressive growth of tourism: partners:
was also impacted due to travel Starting mid-May, services have DEI has undertaken fruitful
restrictions and airport closures in resumed in 10 out of 16 countries. renegotiations with all partners for
major markets such as India, UK, China’s early re-opening has seen more favorable terms which are
Russia etc revenue increase by 30% w-o-w; aligned with an economy grappling
• Allied T Pro, our US based DMS July gross revenues are over with a pandemic; over 76% success
entity missed out in its peak travel 50% of January (pre-pandemic). rate
season on account of the travel With lifting of lockdown and rise
restrictions imposed both in in tourists in various parts of Travel Circle International (Hong Kong):
destination and source markets the world, top line revenue has • The Hong Kong based outbound
increased 120% m-o-m from May. business of the Group also faced
• Key initiatives: • Instead of targeting volumes, similar problems as its Indian
 In line with the “Reimagine counterpart due to airport closures,
efforts to increase per person
Program” being implemented spend have been fruitful flight restrictions, quarantine
across the group, the overseas requirements at home and/or in
entities are undertaking strategic • New contracts: the tour destinations.
measures to tide over the current  DEI is close to finalising deals • The entity continues to drive
crisis and be future ready with the largest amusement its cost saving initiatives and
 Reorganisation, realignment and parks brands globally, for their innovation and new product
streamlining of sales, operations projects in the highly lucrative development in order to enhance
and support functions Chinese market differentiation
 Leveraging and introducing  These are likely to present
technology for contactless significant growth opportunity, Sterling Holidays and Resorts
transactions, better customer attracting both domestic and (Sterling)
service and overall efficiencies international travellers in the • Sterling launched its ‘Sterling
 Focus on curating packages world’s fastest growing travel Cares’ in coalition with Apollo
centered around areas such market Clinics for a comprehensive
as Fly & Drive Tours for FIT hygiene and sanitation program in
and Escorted itineraries given • Innovation in offerings: line with the guidelines from the
the post Covid-19 and social  Till international travel Government and institutions like
distancing requirements/ reaches normalcy, extended the WHO and FSSAI
preferences focus towards the local/ expat • Driven by pent up demand along
 Designing new packages where
residential population, families with easing up of the lockdown,
passengers can experience the on staycations, etc. Experiential green shoots are now visible
destination at a slower pace and photography introduced to with some bookings and enquires
according to their travel style ensure unique engagement has flowing in for August and some
 Staying engaged with customers
resulted in 30 - 50% better months ahead for September and
and other stakeholders through yield/ per person spend October this year
constant communication and  DEI is also launching the only • We expect drive-to destinations
social media presence operational Tethered Helium and short-hauls to play a major
 Re-negotiations of terms with
Balloon in the GCC region, in role in growing the demand post
direct and indirect suppliers partnership with Atlantis the this period. Destinations such as
with a view of cash conservation Palm, Dubai - that is expected to Rajjakad, Thekkady, Puri, Jaipur,
while ensuring hindrance free be operational from December Manali, Mussoorie, Lonavala, Mt.
operations when business 2020. This unique experience Abu, Bardez, Gangtok, etc. are
restarts will offer visitors exceptional and expected to witness good travel
 Diluting the concept of fixed cost
uninterrupted views of Dubai, up inflow from cities close to them.
by reimagining all costs from a to 10 Kms in all directions – from • Focus on product level strategies
need based viewpoint a height of 150 meters above the to drive high levels of delivery with
Palm Jumeriah value
• Sterling is the first in the segment
and by the same virtue, the largest
resort brand in India to offer
Holiday Insurance to our guests
as an opt-in option as part of their
booking
9
Outlook Key areas of action: Cost saving initiatives:
While the outlook for the business Business continuity: Outlined an The transformed economic scenario,
environment has drastically changed, extensive roadmap for recovery and we are re-emphasising the relevance
we take comfort in the fact that we “Back to Work” plan with guidelines of cost rationalization across all
have built a healthy balance sheet our functions and divisions and we
for safety embedded.
expect to cumulatively target to save
that gives us a buffer to absorb • Health & Safety: The well-being of
Rs. 5.6 Bn. across the Group.
external shocks such as the current our customers and our employees
global health crisis. is our #1 priority Reopening of branches:
When we come through the end of • To ensure business continuity, The Company initiated reopening
this current situation, the world will technology solutions were of branches from April 16, 2020
have been changed in ways that we implemented to ensure a smooth onwards with foreign exchange,
cannot fully anticipate yet. There transition to the Work-From-Home thereby followed by opening of most
will be a need for all to adapt to the (WFH) model for staff of branches since May 4, 2020 with
new normal and we believe different • Each of our outlets has been the prescribed Government rules
times need a different approach. fumigated and sanitised and adequate safety measures. As of
While the fundamental nature of professionally as per WHO/ICMR August 04, 2020, we have reopened
travel and tourism doesn’t change, health & safety protocols 175 retail travel outlets across 78
we have collectively taken this time, • Our Teams have completed a cities
where the world has paused itself, to detailed training programme on Recovery in business activities:
re-strategize techniques to respond health protocols with online health We believe based on the current
to this changed landscape and to assessments scenario and aligned with the new
ensure a better future. • On-ground checks, regular norms of business, Travel segment
It is clear that the impact of sanitisation, besides social sales in FY21 are anticipated to
COVID-19 on our business in distancing and recommended be at approximate 29% of FY20
the current financial year will be safety protocols are ensured. In performance. We are witnessing an
substantial, however, as a Group we addition, to this, our E-Commerce uptick in bookings in the leisure
have invested ourselves to focus on business adapted to the new norm holidays and based on our estimates,
the potential recoveries on the other via a virtual agent network for the B2C travel segment sales in FY21
side of this period with a new normal contactless customer interactions is expected to stand at approximate
for all to live with. My team and I across Holidays, Forex and Visa - 35% of sales in FY20. The financial
truly believe in the potential and sales & service services segment on the other
the enduring need for our services hand is expected to see a sharper
as an innovative & trusted brand, recovery with our estimation for
partner and service provider for our FY21 standing at approximate 60%
customers as they navigate dynamic of sales in FY20.
guidelines on the travel landscape.
10
Dear Shareholders,
Starting with Annual Report FY19, for our customers. Infact, 2019 was Rising trade barriers along with
the Thomas Cook Group has been an extremely monumental year for us associated uncertainty, lower
enhancing its report content by given that we acquired the ownership investment, weak confidence and
adding non-financial information rights to the Thomas Cook brand high debt further weighed on
to the conventional financial in India, Sri Lanka and Mauritius in business sentiment and activity
information, and attempting to link perpetuity. globally.
the two elements organically. Our The Indian economy even before
Thomas Cook Brand acquisition the pandemic was visibly mired in a
objective towards transparency has
Your Company has operated demand drought that is unlikely to
always ranked as a top priority for
the Thomas Cook brand name abate any time soon, as growth in the
the Group as we strive to create a
uninterrupted in India since 1881. gross domestic product (GDP) falling
better business environment. This is
In 2012 when TCIL was acquired by to a 11-year low of 4.2 per cent in
our second Integrated Annual report
Fairfax Financial Holdings of Canada, 2019-2020. The economy grew by
and we have made an earnest effort
TCIL had entered into a Brand Licence 3.1 per cent in the January-March
to produce an accessible report
Agreement with Thomas Cook Group quarter of 2019-2020, against 5.7
that presents our Group’s values
UK for exclusive use of the brand per cent at the same time a year ago,
and provides a holistic business
name until 2024 across India, Sri the slowest growth in at least eight
perspective. This also reflects
Lanka and Mauritius. The brand years.
how we as a diversified group of
license agreement also gave TCIL the
businesses spanning across the
right of first refusal to acquire the
globe are fully integrated in terms of
brand in the event of the Thomas
our values and philosophies. Going
Cook UK Group going into liquidation
forward, we will continue working to
before 2024. In December, 2019
enrich the content of the integrated
Thomas Cook India acquired the
report, listening to stakeholders’
rights to the Thomas Cook brand
opinions in this process. At the
in India, Sri Lanka and Mauritius in
same time, by using the report as a
perpetuity. By way of this acquisition
tool for constructive dialogue, we
and the exclusive ownership of the
will continue to create new value
Thomas Cook brand in these markets,
aligned with the Group’s corporate
we can now use this iconic travel
philosophies and ideas.
services brand name for perpetuity
Moving on to the year and what it
on a royalty-free basis, leveraging its
represented 2019 has evidently
high recall and strong brand equity.
been underscored by many events
This milestone in the same move,
that have challenged us and the
also ensures that no new entrant can Overview of the travel and tourism
momentum we have built over the
utilize this brand name in our key industry in 2019
many years for the Thomas Cook
markets. As one of the world’s largest
India Group. However, we have been
resilient across multiple business economic sectors, Travel & Tourism
Macroeconomic environment
cycles over the many decades that creates jobs, drives exports, and
Let me provide a background of the
we have been in operation. This generates prosperity across the
macroeconomic environment we
ability to deal with adversity has world. In 2019, even without a
faced during the period to put this
been built on our fundamental pandemic, travel demand patterns
year-end review into perspective.
strengths which are a result of high were vulnerable to a range of
Global economic growth has been
standards of corporate governance, external factors which weighed on
slowing for the past three years,
constant aim of value creating, agility consumer and corporate confidence.
coming down from 3.2% in 2017
towards changing circumstances, Creating an atmosphere of
to 3% in 2018 to 2.3% in 2019.
and always aligning our business uncertainty and volatility and
The International Monetary Fund
objectives with the broader picture. adversely impacting the sector were
(IMF) has predicted that the global
Throughout all these years and factors such as economic downturn
economy will decline by 3% in 2020
despite many changes outside the in several regions, geo-political and
with over $9 trillion in lost economic
organization we have remained socio-economic factors, Brexit and
output due to the COVID-19
committed to our purpose of being its lingering, political tensions in
pandemic.
the best in class experience provider Hong Kong and impact of natural
calamities such as the Australian
bushfires to name a few.
11
• In 2019, the sector’s direct, The WTTC Economic Impact report considering the rich cultural and
indirect and induced impact indicates that that while India spent historical heritage, variety in ecology,
accounted for: 94.8% of its total GDP contribution terrains and places of natural beauty
• US$8.9 trillion contribution to to travel and tourism on leisure, spread across the country. During
the world’s GDP countries like US and China were 2019, foreign tourist arrivals (FTAs)
• 10.3% of global GDP far behind at 71.3% and 81.4%, in India stood at 10.89 million,
• 330 million jobs, 1 in 10 jobs respectively. Mexico, Thailand, achieving a growth rate of 3.2 per
around the world Spain and Brazil are the next biggest cent year-on-year. During January-
• US$1.7 trillion visitor exports spenders on leisure after India. February 2020, Foreign Tourist
(6.8% of total exports, 28.3% of The Indian tourism and hospitality Arrivals (FTAs) were 21,33,782.
global services exports) industry have emerged as one of In 2019, a total of 29,28,303 tourist
• US$948 billion capital the key drivers of growth among arrived on e-Tourist Visa registering a
investment (4.3% of total the services sector in India. Tourism growth of 23.6%.
investment) in India has significant potential
01 SECTOR GDP GROWTH

2019 (%) 02 TRAVEL & TOURISM
CONTRIBUTION TO GDP 03 FASTEST GROWING COUNTRIES
IN TRAVEL & TOURISM GDP 2019
T&T CONTRIBUTION T&T GDP DOMESTIC INTERNATIONAL LEISURE BUSINESS

TO GDP, 2019 GROWTH SPEND SPEND SPEND SPEND Dominica 43.6%
INFORMATION & COMMUNICATION 4.8% (US$ BN) 2019 (%)** % OF TOTAL, 2019 % OF TOTAL, 2019 % OF TOTAL, 2019 % OF TOTAL, 2019 Anguilla 19.0%
1 UNITED STATES 1,839 2.3 84 16 70 30 St Kitts & Nevis 14.6%
3.7% 2 CHINA 1,585 9.3 86 14 81 19 Saudi Arabia 14.0%
3 JAPAN 359 1.6 81 19 69 31 Kyrgyzstan 14.0%
3.5% 4 GERMANY 347 1.8 86 14 83 17 Tunisia 12.9%
5 ITALY 260 2.2 76 24 81 19 Sierra Leone 12.9%
3.0% 6 UNITED KINGDOM 254 1.3 83 17 67 33
Uzbekistan 12.3%
7 FRANCE 229 1.9 66 34 80 20
Greece 12.1%
2.4% 8 SPAIN 198 1.8 44 56 89 11
Mongolia 11.9%
9 MEXICO 196 1.8 85 15 94 6
194 4.9 83 17 94 6
Kuwait 11.6%
2.3% 10 INDIA
150 0.8 78 22 83 17
Rwanda 10.9%
11 AUSTRALIA
12 BRAZIL 140 3.0 94 6 89 11
Puerto Rico 10.1%
2.1% Turkey 10.1%
13 CANADA 108 2.7 76 24 65 35
14 THAILAND 107 1.8 29 71 90 10 South Korea 10.0%
1.7%
15 PHILIPPINES 91 8.6 85 15 66 34 Barbados 9.7%
**Growth highlighted in green when it is above global T&T GDP growth of 3.5%
Gambia 9.4%
Cape Verde 9.3%
China 9.3%
St Vincent & 9.0%
The Grenadines
Source : WTTC
Our performance We remained committed, we are meaningful difference in the way we

FY 2019-20 was a period of realizing our cost-optimisation serve. Some of the key innovations
significant external challenges strategies and are deploying working during the year include- launch
specifically in India, even prior to capital measures to conserve cash of ‘TeeCee’ and Ezy, AI powered
the COVID-19 crisis. Weakening flows and ensure steady profitability. chatbots, Contactless Payment across
macroeconomic environment, muted On the whole, we have a strong our Prepaid Forex Cards, new product
consumer sentiment, prolonged balance sheet and a fairly robust offerings such as Autumn & Winter
monsoons, floods in many key states liquidity position that will help us Tours, ‘Undiscovered Antarctica’ and
in the country and more specifically tide over these disorderly times. As Holiday Basket’ -an inflation-proof
associated with the travel industry, of March 31, 2020, our cash and bank EMI-powered product.
multitude events fueled the drag in deposits stand at `11,171 mn. During FY20, income from operations
the sector ranging from the shut- What also remained consistent improved marginally with 3%
down of Jet Airways’ operations and unabated for us, were the increase at a consolidated level from
during the peak summer travel organization wide initiatives on `66 bn to `68.3 bn. EBIT for FY20
season resulting in unnaturally high improved customer experience and stood at after exceptional items
airfares, terrorist attacks in Sri Lanka product/technology innovation. Our `712 mn while PAT stood at ` (177.9)
in May 2019 to the collapse of a key constant endeavour is to combine mn (refer note 38 of consolidated
competitor in the sector. our expertise with innovation and financial statement). In the financial
Amidst the challenges, the Group technology, whilst keeping customer services segment, revenues
was committed to play to its experience at the center of it all. increased by 6% to ` 2.9 bn , while
strengths as we took active measures We passionately believe that this EBIT improved by 15% to ` 959 mn.
to counter the external headwinds. is the right approach to make a Our Thomas Cook Borderless Prepaid
12
card total load volume stands at US$ machine installations, free to use at challenging. My appreciation goes
2 bn since inception. During the year, 98 dialysis centres, offering 3,15,117 out to our promoter group – Fairfax
we have successfully completed over free/affordable dialysis sessions to Financial Holdings and its Chairman
1.2 million transactions related to rural poor population. and Chief Executive Officer, V.
travel and financial services. Prem Watsa who supports and
In conclusion
FY20 was also the first full year stands committed to our shared
As a final word, COVID-19 is a human
that that Company consolidated the vision for the Group. I also take this
tragedy and our thoughts are with
results of Digiphoto Entertainment opportunity to thank the Group’s
those who have been, and continue
Imaging which is a global market management team and the guidance
to be, affected by the cruelty of this
leader providing digital souvenir and leadership of our Board of
pandemic. The unfortunate episode
imaging solutions, with presence in Directors. We thank you all for your
that is currently transpiring our
16 Countries, with 134+ Partners continued commitment.
world has resulted in radical business
across 299 of the most visited tourist
transformations and is expected to
attractions in the world.
have a negative effect on the global
Best regards,
Team Focus economy.
Engaging our employees and And we believe that right now, our
Madhavan Menon
extending an enabling workplace commitment to communicating
Chairman and Managing Director
culture remained central to our transparently with our employees,
corporate strategy. This year too, we our customers, our communities
remained consistent in our efforts to and our industry partners is helping
build employee capacity at all levels, us through the toughest situation
develop their skills, boost morale our business has faced. We need
and foster team work. to trust that we’re all doing our
best in difficult circumstances to
Continued commitment to navigate the market cycles of our
supporting communities business and participate in the
We constantly strive to place even major transformational changes that
greater emphasis on delivering a will affect our sector and beyond,
more holistic engagement with the focusing on operational excellence
communities we serve and make and profitability, as well as on
sure that we create a meaningful, adaptability, agility and long-term
lasting impact in conjunction with sustainability.
our economic aspirations. With The talented, diverse, and passionate
the commitment to uplift lives and employees of the Thomas Cook India
contribute to the communities that Group have always been key to the
support us, we continue to make company’s success. In addition,
social investments as part of our the geographical and business
corporate social responsibility diversity, lends a unique source of
initiatives. Our initiative, Project competitive advantage, strength
Dialysis, along with Fairfax India and agility to the Group’s portfolio.
Charitable Foundation (FICF) is Our global footprint spanning across
driven to address the concern of 25 counties and 5 continents along
under-served renal patients in with portfolio that offers diverse and
India. FICF is associated with the differentiated B2B & B2B offerings,
Pradhan Mantri National Dialysis provides us with the ability to
Programme (PMNDP) under a Public identify opportunities, capitalize
Private Partnership (PPP) scheme. on remerging travel trends and
The programme is designed to innovate.
provide, alleviate the scarcity of Our stakeholders have always been
dialysis infrastructure by providing, our pillar of strength and it is fitting
free/affordable dialysis access in to pay a tribute to all for their role,
remote areas of the country. In support and confidence placed in
FY20, the programme reached 16 us in a year that was tremendously
Indian states with 514 total dialysis
13
Capitals and Key Performance Indicators
Financial capital Physical infrastructure Intellectual capital

Our sound, balanced and profitable Our expansive, customer-facing retail Our expertise and innovative offerings
growth is driven by the investments presence comprising of branches, help us to constantly enrich our
we make to create enriching customer airport outlets, corporate and backend customers’ experience. In addition, our
experiences and stakeholder value. offices supports uninterrupted technology investments, trademarks,
customer service. licences and other intellectual property
strengthen our competitive advantage.
R evenue R etail N etwork Total investment in

` million ( as on M arch 31 , 2020) technology #
` 91 mn
FY20
T otal T ouchpoints
630+
Travel services 57,428.6
Financial Services 2,927.3
Vacation Ownership and Resorts 2,672.1

B ranches operated Innovations include Holiday Basket,
Digiphoto Imaging services 5,297.7 by the Company Travel quest, Borderless prepaid card,
Thomas Cook Travel and Holiday Gift
Total 68,325.6
299 Card, Darshans,
Thomas Cook Explore
F ranchisees
S egment wise
performance – E B I T 190
` million
P referred S ales A gents
FY20
N umber of brands
Travel Services 1,374.5 150
Financial Services 959.0
A irport Counters
19
27
Vacation Ownership and Resorts (282.7)
Digiphoto Imaging services (50.8)
Total 1,999.9
D E I sites operated
The Group witnessed the growing impact of

COVID-19 across its overseas businesses as
299+
early as January 2020 and post Feb-March for
the India businesses
N o . of S terling R esorts
38 #Computer Software
14
Human capital Social and relationship capital Digital capital
Our human capital remains an important We nurture relationships to grow Our digital and online platforms,
priority for the Group. Effective human our businesses, fulfil our stakeholder initiatives and technologies drive our
capital management is critical to the commitments, drive synergies and ‘truly omnichannel’ approach leading
execution and delivery of our strategy. create long-term value. to operational efficiencies and world-
Our diverse and empowered team, strives class customer experiences.
to create the best curated experience for
our customers, across geographies.
number of employees Total number of T ravel Packages

customer transactions booked online
FY20
On roll 8,388 3.7+ mn 30%

On contract/outsourced 1,093
Total 9,481
Total N U M B E R O F online platform
A I R L I N E T I E- U P S
www.thomascook.in
T otal training*
( P erson days )
145 www.sotc.in
7,752 Total N U M B E R O F mobile apps

FR ANCHISE BASES
Thomas Cook Holidays
T otal training spend * 150+ Thomas Cook Forex

Borderless Prepaid
T h o m a s C o o k B u s i n e s s Tr a v e l
` 17.9 mn S O TC E n g a g e
S O TC B u s i n e s s Tr a v e l
Total C SR spend*
` 6.4 mn
*Data excluding international entities and investment

companies
15
Key Developments
1. Completion of Corporate Restructuring process
Demerger of Human Resource Services

Internal Restructuring
business into QCL
Each shareholder of TCIL issued 1,889

Demerger of Inbound business of TCI shares of QCL of Rs 10 for every 10,000
and amalgamation of residual TCI, TCF shares held in TCIL as on the record date
and TCTSL with TCIL (Dec 06, 2019)
Focus on core areas of operation
Simplifying & clarifying structure & holdings
Streamlining businesses & resources & eliminating

crossholdings at Thomas Cook India
The Hon’ble National Company Law Tribunal, Mumbai Bench and Bengaluru Bench vide its Order date October 10, 2019
and November 7, 2019, respectively, approved and sanctioned the Composite Scheme of Arrangement and Amalgamation
(‘Scheme’) amongst TC Forex Services Limited (Formerly known as Tata Capital Forex Limited) (TCF), TC Travel Services Limited
(Formerly known as TC Travel and Services Limited) (TCTSL), SOTC Travel Management Private Limited (formerly known as
SITA Travels and Tours Private Limited) (SOTC TRAVEL), Travel Corporation (India) Limited (TCI), Quess Corp Limited (QCL) and
Thomas Cook (India) Limited (TCIL) and their respective shareholders in accordance with the provisions of section 230 to 232
read with section 52,55 and 66 of the Companies Act, 2013, the scheme inter-alia provides:
i. Demerger of the inbound business of TCI consisting of business of handling inward foreign tourist activity from TCI into
SOTC TRAVEL; and
ii. Amalgamation of residual TCI, TCF and TCTSL with TCIL; and
iii. Demerger of the Human Resource Services Business of TCIL (including shares in QCL held by TCIL) into QCL. As a part of
consideration, QCL issued its own shares to the shareholders of TCIL in the ratio of 1,889 QCL shares for every 10,000
shares held in the Company.
The Scheme of Arrangement has become effective from Appointed Date i.e. 1 April, 2019 but operative from Effective Date i.e.
25 November, 2019 being the date of filing of certified copy of the Order of NCLT by all the companies with their respective
jurisdictional Registrar of Companies.
2. Thomas Cook Brand Acquisition

Thomas Cook India announced the acquisition of the Thomas Cook Brand in perpetuity for the India, Sri Lanka & Mauritius
markets for a one-time payment of GBP 1.5 mn (approximately Rs. 139 mn).
TCIL’s acquisition of the exclusive ownership of the Thomas Cook brand in these markets means:
• TCIL can now use the iconic travel services brand name that they have operated for 139 years in India that enjoys high recall
and strong brand equity
• The agreement ensures brand use rights in perpetuity and means that TCIL can use the brand in perpetuity on a royalty-free
basis
• This move by TCIL also prevents possible new entrants into these markets, using the brand name
16
Market Landscape
Any business operates in the circumference of a diverse and dynamic range of influencing factors which more
than often determine the path for growth. The Group thus regularly evaluates material topics and trends in
order to rise to the challenge, leverage opportunities and economies of scale, and at the same time mitigate
potential risks. Our global scale and diversity makes it imperative for us to be agile and navigate through the
course to achieve growth.
Strategy and market dynamics during FY20
External Env ironment Our Strateg y
• Turbulence in the aviation sector • Respond with agility in the best possible manner
• Collapse of a leading player in the travel industry • Reiterating our financial strength and Fairfax ownership in
response to the Thomas Cook UK chaos thereby assuring
• Bankruptcy of Thomas Cook UK
all stakeholders
• Geopolitical disruption especially the unrest & protests in
• Focus on the customer
Hong Kong and in the two largest Middle East economies –
Saudi Arabia and Iran • Innovate to create better adaptability
• Economic uncertainty and persistent slowdown in India • Drive efficiency gains and cost savings
dragged economic growth
• Technology driven systems and processes
• The impact of COVID-19
• Use of analytics and AI tools to improve productivity and
efficiencies
• Focus on cost conservation and cashflow management
• Innovation & Reimagining Business
Thomas Cook India Group

rket Stra Robust business segments rket Stra
Ma t Ma t
& Strategic investments
o
o
eg
eg
Go T
Go T
y
y
B2B Brand Strength B2C
Customer Analytics
Robust Financial Profile
Technology Driven
The big picture that shapes our business

Rising disposable incomes and
The power of information
changing consumption patterns
Experience-led travel Macroeconomic and

gaining ground geopolitical factors
Technology driven experiences
Automation and use of Robotics

Improving infrastructure
and Artificial intelligence
17
Business Model
Our business model provides an overview of how the Group employs the six capitals to create
long-term, sustainable value for its key stakeholders. It is presented using the International
Integrated Reporting Council’s Integrated Reporting framework
inputs process
Financial capital
Total equity `16.9 bn
Total debt `5.5 bn
Retained earnings `1.7 bn Fostering an Integrated Travel and
Promoted and backed
by Fairfax Holdings
Allied Services Ecosystem
Physical infrastructure Levers underpinning our growth engine

Owned 299
Franchise 190
Preferred Sales Agents 150
Customer Omni Channel
No. of airport counters 27
Centricity Network
DEI sites operated 299+
No of Sterling Resorts 38
Scale and
Technology
Intellectual capital Expertise
Over 139 years of experience
in the travel indsutry Global
Innovation
No. of brands 19 Presence
Technology know-how, tools, softwares
and platforms to drive efficiencies,
Human Brand
customer convenience and enhance
Resources Equity
productivity
Human capital Our Values - PRIDE

No. of employees on roll 8,388 Pioneering our Future,
No. of employees on contract 1,093
Total no. of employees 9,481 Respect for Individuals and
United as a team,
Total training spend* `17.9 mn
Integrity,
Social and relationship capital
No. of franchisees 190 Delighting the Customer,
Total CSR spend `6.4 mn Excellence
Long-term partnerships with government
bodies, tourism boards and suppliers – +
airlines, hotels, tours
DEI- Partners 134+ Corporate Governance
Digital capital In managing our six capitals, the company continues to

Our state-of-the-art digital infrastructure
evaluate and assess risk parameters and material matters
In-house developed website, strong SEO
Robust CRM, Bots and advanced analytics
Technologies for marketing automation
Active social media platform
DEI owns 14 Intellectual Properties
which form the backbone of DEI’s
imaging program
* Data excluding international entities
and investment companies
Note: Financial capital is on a consolidated basis
18
corporate o v er v iew
S takeholders outputs outcomes
Financial capital
Unique travel related Revenue `68.3 bn
experiences EBITDA ` 2,217 mn
Employees Market capitalisation `9,135 mn
Delighted customers
Manufactured capital
• Number of transactions Continous addition of new destinations
in travel & related to offerings
Customers services: over 3.7 mn New Sterling resorts 6
• Number of forex
Intellectual capital
transactions: 1.2 mn
% of revenue contribution
• Number of MICE from digital channels / customers 30%
events: 630 No. of mobile app users 6,00,000 +
Shareholders
Total website visits 30 mn +
• Total load value on
and
Forex cards: 570 mn
Investors USD Human capital
Ratio of women employees as
• DEI - No. of
a proportion of total workforce 1:3
transactions: 2.7 mn
Voluntary attrition rate 27%
• Total number of
Business
members (Sterling) - Social and relationship capital
Partners
90,339 Awards won: 18 in diverse areas of Travel , Forex,
e-Commerce, Marketing , Partnerships
A diverse, empowered CSR- Project Dialysis
and motivated - Reached 15 Indian states
Government Team - Installed 370 total dialysis machine
And free to use at 70 dialysis centres
Regulators - Offered 99,041 free/affordable dialysis sessions
Sustainable
growth of our Digital capital
businesses Number of social media followers
Facebook: +557k, Twitter: 18.5k, Instagram: 35.5k
Community
Faster customer checkouts
Better customer satisfaction and service turnaround
Better lead serviceability and conversion
In managing our six capitals, the company continues to evaluate

and assess risk parameters and material matters
Note: The Group witnessed the growing impact of

COVID-19 across its overseas businesses as early
as January 2020 and post Feb-March for the India
businesses
19
Strategic Framework
COVID-19 has compelled a change in business perspectives and created the need for radical evolution.
Our Group has instituted a prudent, multi-pronged strategic framework that guides our decisions and actions
for continuous growth post the COVID-19 era.
Internal
Synergies
Excellence
Reimagine Business
in Execution
 Digital Customer
engagement
 Innovation in process
and products
Extensive
Reach and  Process reinvention &
Scale Digitization of sales
lifecycle
 Leverage and invest in
technology
 Drive Automation to
Customer optimize opportunities
Centricity
of cost reduction
Online
and Digital
Technology
Maximizing Drive Growth

Returns
20
Innovation
Integrated
Rebuild and Grow
Value Chain
 Technology driven
business growth
 Build Scale
 Quality service
 Improve productivity/ Brand Equity
Efficiency
 Frugal Mindset
Resilient
Financial
Profile
People and
Culture
Strengthen Industry Drive Customer

Leadership Engagement
21
Stakeholder Engagement and Materiality
As a leading player in the travel segment with a global presence, working with a diverse group of stakeholders-
listening to their views, concerns and managing our relations in a proactive manner is crucial to understanding
our ecosystem and maximizing impact. It is our commitment to create long-term value for our stakeholders
as we take into account the feedback we receive from continuous engagements. The Company identifies a
stakeholder as a person or an entity who has the potential to impact the business or whom the Company has an
impact on.
Stakeholder Engagement Motto How we engage with them
Customers • We value each of our customers and their • E-mailers/SMS

customer experience journey with us as they • Promotions/advertisements
create the demand for our business • Omni channel customer service points
• This includes our existing and potential • Customer self-service app
customers whom we hope to convert into • Customer satisfaction assessment
long term relationships • Roadshows and carnivals
• Customers are at the center of our ecosystem • Corporate engagement initiatives
of stakeholders and hence we are committed • Industry conferences
to deliver optimum performance to meet • Website and social media
customer needs and expectations • Delight our guests, resulting in word-of-
mouth referrals
Investors • Our shareholders provide the financial • Active engagement through various channels
capital required to sustain our business to ensure proper information dissemination
growth • Email correspondences
• It is our endeavor to continuously keep them • Regulatory disclosures
apprised of developments in the Group • Annual General Meetings
and to bring in transparency in corporate • Corporate disclosures on Investor Relations
reporting and disclosures through multiple section of the corporate website
platforms • Integrated annual reports
• Regular, consistent, and regulatory-based • Quarterly reporting
reporting of the company’s pertinent plans • Earnings call and presentations
and results • One-on-one/group meetings/concalls
• Bridge the gap between management and • Roadshow and conferences
the investor community
Employees • Ensure that employees know they are our • Group/Company news
brand ambassadors • Intranet portal
• Drive a culture of superior performance and • Training programmes
accountability in order to attract, develop, • Online learning tools and other learning
and retain the best talent to support our sessions
strategy • Newsletters
• Foster an innovative and diverse workforce • Engagement initiatives by the Human
which is essential to deliver the best Resources function
customer experience • Employee performance review
• Holistic growth initiatives
Special wellness events
Sports tournaments
Festive celebrations
22
Stakeholder Engagement Motto How we engage with them
Business partners • Our partners provide us business critical • Dialogues with business partners across
(Suppliers/ franchisees/ products and services that enable us to functions
agents) deliver the best value for our operations o Formal and informal partner meetings
• Our aim is to share our complementary o Feedback
strengths and expertise to elevate • Branch visits
capabilities and create share value • Participation at trade fairs/roadshows
• Ensure business is conducted professionally • Social Media
whilst adhering to high standards of
governance
Government and • Regulatory bodies help keep our operations • Compliance with laws and regulations
regulators in compliance with regulations and • Regular filings
guidelines that protect other Stakeholders’ • Press releases
interests, create and maintain a fair and • Industry-level meetings and interactions
transparent environment • Policy dialogues and consultations
Community • The Group is proactive in its public role and • CSR interventions through dialysis centres
as part of its citizenship initiatives, the aim is • Swachh Bharat Abhiyan (maintenance of
to create a positive impact and contribute to prefabricated toilet)
the wellbeing of the society
Media • Optimise the various platforms to • Press releases

communicate with our key stakeholders and • Interviews
communities • Media conferences and briefings
• Publicise new products and services • Social Media
launched by the Company
23
Materiality
We care about long-term value creation for all stakeholders. Based on our interactions and initiatives we have
evaluated in a comprehensive manner our material issues, relevant to external and internal stakeholders and
for future value creation, consistent with our commitment to integrated reporting and accounting for financial
and non-financial value in our strategic thinking.
Business Partners
to the six capitals

material matters
Government and
Material issues
Relating our
Community
Employees
Regulators
Customers
Investors
Clusters
Media
Quality of services    Intellectual capital
Digital capital
One stop shop/end-to-end service  
Omnichannel touchpoints/
   Physical Infrastructure
Accessibility
Customer
Service Social and relationship capital
Brand assurance & Trust   
Customer health and safety  Social and relationship capital
Product innovation - Design, curation
    Financial capital
and management
Digital capital
Employee Engagement and
 
Well-being
Employee recruitment and retention
 
of key skills
Training and development  Human capital
People
Multiculturalism 
Development
Gender diversity  
Employee job satisfaction and

retention
Human capital
Rewards and recognition 
Financial capital
Fair & ethical business operations /
      
Fair trade
Visa and passport compliance    Social and relationship capital
Governance, Ethics &
Integrity Quality and effectiveness of GRC
 
(Governance, Risk & Compliance
Digital capital
Information security & Data integrity    
24
Business Partners
to the six capitals

material matters
Government and
Material issues
Relating our
Community
Employees
Regulators
Customers
Investors
Clusters
Media
Profitability & cash flow generation     Financial Capital
Capital gain through share price

 Financial Capital
appreciation
Financial Capital
Inorganic growth  
Business Intellectual capital
Performance Financial Capital
Cost efficiencies   
Digital capital
Competition    Financial Capital
Macroeconomic developments & Financial Capital

      
Geopolitical issues Social & Relationship capital
Tech-enabled HR practices  Human Capital
Digi-tech
Online access to services    Digital capital
Interventions
New technology for process
 
efficiencies
Social & Relationship capital
Network of partners  
Physical Infrastructure
Financial Capital
Network and Business synergies  
Digital capital
Partnership
Development Supplier relationship management   Social & Relationship capital
Social & Relationship capital

Destination promotion     
Financial Capital
Purpose-led way of Social & Relationship capital
Social responsibility    
doing business Financial Capital
25
Customer experience and digitech
7 9 8
6 1
2 4
Quicker
1 turnaround 7
8
ED
1
E
At TCIL, we harness the power of
SP
digital solutions to deliver best-in- Faster
class services for all customers. We checkouts
cater to the rising number of digital
natives with dynamic customer
interfaces at the frontend while
deploying advanced analytics and
to m e r c e n t r i ci t y
automations to strengthen our
backend.
Front-end technology
1. OCR technology at airport counters

2. State of art, custom developed
e-commerce platform
Cu s
3. SEO optimisation, social media

optimisation
4. Integrated customer service module in
the Thomas Cook Holidays and Forex Data
apps 1 integrity
se
5. Dedicated app for prepaid forex card 1

customers 5
cu
6. iLead – app for sales agents ri

7. Voyager – Holiday Plus Dynamic FIT
Data
Privacy by
ty
package building platform Design
1
8. iBook – custom built app for corporate
customers 5
9. Integrated voice platform to enable Better

Omni-channel experience for the customer
customers data
1 security
10. Engage – Mobile App for Leisure Travel
customer’s to book and do self-service 5
of holiday packages
26
8 9
4 10
2 3 5
Self-service 7
and real-time 8
fulfilment
2
Real-time,
customised deals 7
and solutions
2
CO 3
NV 4
E Better user
interface and 5
N
shareability
10
IE
NC
2 4
E
5
Contactless Omni 7
Cu s
Channel Experience
8
via website, mobile
to m e r c e n t r i ci t y
apps & virtual agents for 9

bookings and service
delivery 1
5
7
8
Back-end technology
1. Cloud platform and cloud architecture

6
E
2. State-of-the-art CRM and targeted

7
IC
campaigns
Targeted and
ER
V
personalised 3 3. Dashboard to manage and track leads

S serviceability to
all customer
4 4. Marketing automation and sales lead
prioritisation
5
5. Best in class IT security framework
4 6
7 6. Inventory planning basis sales target
5 and consumption pattern
Enhanced
serviceability 9 7. Tejas – Analytics to improve marketing
to existing and sales efficiencies
customers 10 8. Astra – advanced web technology
7 platform offering enhanced features
and functionalities
2
27
Business Review
Travel and
travel-related services
The Thomas Cook India Group integrated travel and travel-related services
delivers unparalleled customer experience to a wide range of customers.
revenue * ebit
`m n `m n
60,624 1,818
FY19 FY19
57,429 1,375
FY20 FY20
* In accordance with IndAS, revenue reporting for leisure travel (outbound and domestic), India and international
DMS and MICE is recognized on gross basis whilst corporate travel is reported on net basis
FY20 performance is reflective of the impact of COVID-19 across its overseas businesses as early as January 2020 and
post Feb-March for the India businesses.
28
Business Review Travel and travel-related services
Leisure Travel (Outbound)

We truly believe in the transformative power of travel which leads our team of passionate travel experts
to carefully customise and create holidays which are focussed on delivering a special experience to our
customers.
The Group’s leisure outbound business is focussed on curating packages designed to deliver unparalleled
and meaningful experiences to surpass customer expectations by way of finding innovative ways of
exploring the world. Our leisure outbound business caters to both, group (GIT – Group Inclusive Tour) and
individual (FIT - Free Independent Travel) customers, traveling to foreign destinations from India and
Hong Kong. In India, the Group’s entities Thomas Cook (India) Limited and SOTC Travel Limited (SOTC)
have pioneered and crafted several immersive travel experiences. The Hong Kong entity, Travel Circle
International Limited operates as the leading premium tour operator in Hong Kong with a focus on the
high-end, niche market of all-inclusive group long haul leisure and business travel.
Key highlights of the year • Reinforces its Digital Evolution Travel Circle International Limited
Strategy with TeeCee-first of its (TCI勝景遊) – key initiatives
Thomas Cook India Key initiatives
kind AI powered chatbot • Amidst the ongoing social unrest
• Launched ‘Undiscovered
and protests, the company
Antarctica’ a group tour package, SOTC Key initiatives
undertook a proactive approach to
in association with National • During FY20, SOTC released the 3rd
enhance its competitive position
Geographic Expeditions. edition “India Holiday Report 2019”
and launched several product
which highlights key trends related
• In a strategic initiative to target differentiation efforts and service
to the Indian leisure traveller’s
this high growth honeymoon enhancements to defend its
psyche, preferences and travel
segment, the company launched leading premium position in the
behaviours
a series of cutting edge products Hong Kong market.
• Launched the exclusive limited
• Entered into a strategic long • Expanded its product portfolio.
edition offering “Around the World
term agreement with Experience
in 70 Days” to commemorate • In preparation of a new brand
Hub, the trade and promotion
SOTC’s 70th Anniversary transformation of KUONI 勝景
arm of Yas Island Abu Dhabi, one
遊 to TCI勝景遊, it launched an
of the world’s fastest growing • SOTC collaborated with the
integrated Rebranding Campaign
leisure and entertainment Singapore Tourism Board (STB) to
to inject its core values in its
destinations introduce Indians to the Wonders of
Chinese brand names and enforce
Singapore
• Signed a strategic agreement its global heritage
with Sentosa Development • Introduced new F&B offerings with
Corporation Singapore Indian and Fusion Culinary Delights
for Indians Travellers
• Successfully conducted the
‘Grand India Holiday Sale’, a • Launched Homestays in partnership
bi-annual 10-day event and the with OYO which will offer authentic
'Grand Forex Festival homestay experiences across 16
cities for the first time
29
Key opportunities and outlook and drive growth under the post anticipated that customers will prefer
COVID-19 era either solo travel or small sized groups
Tourism is showing initial positive
signs of a gradual but still cautious Diffusion of digital technologies: For
change in trend reflective of the a contactless journey for customers to
gradual lifting of travel restrictions transact
in several countries around the
New destinations: Travellers will be
world and the resumption of some revenue
looking for meaningful experiences
international flights. Tourism has `m n
and will seek alternative destinations
always shown a strong resilience to
which are driven by overall wellbeing.
adapt, innovate and recuperate from 24,270
Connecting back to nature, rise of
adversity. We believe that the sector FY19
private tours and more such options
has a tremendous ability to rapidly 23,989
will see a rise in booking.
transform and climb back from the FY20
present arduous situation. Traction in International short-haul
first followed by long haul
Reimagine and innovate:
Scan the tourism value chain and Focus on FIT & small group size: with
identify needs and opportunities to special focus on safety and health
diversify tourism to build resilience as a priority, post COVID-19, it is
30
Leisure Travel (Domestic)

Our Group’s domestic leisure segment engages customers with personalized and group tour holidays
within India, delivered by Thomas Cook India as well as SOTC brands. Our Group incubated this segment
and forayed into the domestic market in 2012, and since then has been successfully catering to the
rapidly increasing growth of local tourism. We have leveraged emerging themes such as spiritual
tourism, adventure and sports tourism, which have garnered large interest from the target audiences.
Key highlights • The Group continues to focus on

the experiential side of travel while revenue
• The domestic leisure business designing packages which have ` mn
covering India, Sri Lanka, Nepal, helped not only to differentiate and
Bhutan and Myanmar, was marked create an edge from rest of market
1,761
by yet another year of resilience but has also worked well in terms of
FY19
overcoming disruptions and the customer delight.
1,102
rise of new markets. The focus • Some of the popular themes of travel FY20
continued to be on innovations in included pilgrimages, honeymoon,
offerings and curating products biking, treks, charter boats and
around themes such as Adventure, backpacker/adventure trips. Travel
Pilgrimage, Unique Trips, and add- around fairs and festivals covering
on experiences events from Vrindavan’s Holi,
• The period of April-June Alleppey’s Boat Race to Kohima’s
2019, witnessed a response to Hornbill & so on, saw an increased
holidays around the Himalayan traction among travel enthusiasts.
Destinations viz. Bhutan, Himachal • The Group’s expertise and excellence
& Northeast and the pilgrimage in on-ground execution led by a
around Amarnath and Chardham robust backend team as well as
and Kailash Mansarovar experienced Tour Managers has
• The segment launched a unique enabled creating life long memories
#BingeOnBharat campaign- for its customers.
offering Indians the benefit of 15
domestic holidays in 2020 at a
truly affordable prices
31
Destination Management Specialists (DMS) (India Inbound)

The India inbound business is part of the B2B travel segment which through its decades of invaluable
and extensive local knowledge, creativity and expertise, specialises in designing and offering
memorable travel experiences. In India, Travel Corporation (India) Ltd. (TCI) operates our Group’s
inbound travel business and is one of India’s foremost and largest companies operating in this space.
We operate under three brands – SITA, TCI and Distant Frontiers. The segment has a network of over
1,500 partners which then caters to customers belonging to 100+ nationalities who travel to India,
Nepal, Bhutan and Sri Lanka. The UK, Russia, Germany, France and USA are the primary source markets
for TCIL’s Inbound business. The segment broadly operates across two categories - charter business
based out of Goa and leisure. The leisure business is further bifurcated into FIT (Free Independent
Travel), group, cruises, incentive and education travel.
Key highlights of the year • Enhancing customer experience • Building on the expertise of the
by improving turnaround time for Destination Knowledge Centre,
• Enhancement of On Ground
queries and quality of deliverables deliver new products, new
service delivery
aided by technology to automate itineraries, and new experiences
• Increased uptick in South Indian processes such as itinerary creation in itineraries.
packages and generation of cost proposal.
• Investment into Fleet • Digitalising processes for service
delivery and interfacing: Focus
• Concentration on technology
on building customer experience
augmentation
by utilising digital platforms and
• Growth into Australia and Latin analytics to cater to real-time
America source markets queries as well as predict customer
behaviour
Key focus areas include revenue
• Expanding source markets and
` mn
• Emphasising on service quality introducing new products:
by training customer service Business development to access
6,319
representatives, guides and underpenetrated source markets
FY19
drivers on soft skills aided by and establish partnerships.
5,127
technology and incident tracking
FY20
32
Destination Management Specialists (DMS) (International Inbound)

The international DMS segment as the name suggests are specialists in catering to the inbound tourism
market in various geographies across the globe. The entities under this segment are as follows
APAC Middle East Australia North America East Africa South Africa
Cumulatively the DMS entities have enabled the Group to achieve global diversification with a
combined network spanning 22 countries and 4 continents, with each entity operating with the local
expertise and knowledge serving both B2B and B2C customers.
Key highlights of the year ► The entities have enhanced • ATP reported healthy growth in
their network with several new its topline despite the impact of
• The year was marked by events
partners with the aim to COVID-19 in March 2020. Strong
which disturbed operations in
drive business operations focus on innovative product lines
several destinations managed as
in both GIT and FIT Segments has
well as disrupted tourist inflows Desert Adventures:
translated into healthy growth
from key source markets
• Desert Adventures Tourism LLC
Private Safaris – East Africa:
was awarded not only Expo2020
► Political unrest and
ATR (Authorised Ticket Reseller) • FIT segment showed strong
uncertainty in Hong Kong
status, but also the status of the growth
► Haze and heat across
only Expo2020 official on-site tour
Singapore and Malaysian • Focus on upgrading technology to
operator
peninsula improve operational efficiencies
► Poor economic sentiment • Successfully managed MICE and faster turnaround time to
across Europe and UK due to (Meetings, Incentives, Conferences customers
Brexit & Events) groups of more than
► Political disturbances in the 1,000 passengers/group during the
Middle East year
► Australia’s bush fires
• Efforts to drive business in the
► COVID-19 pandemic
luxury segment as well as establish
• During the year, the focus of all new partnerships focusing on B2B
the DMS entities was towards and B2B2C distribution landscape
progressing on enhancing their in all markets
revenue
sales and driving innovation in
Allied T Pro (ATP): ` mn
services offered
• For the second year in a row Allied
16,270
► Technology enhancements T Pro was awarded The Chairman’s
FY19
adopted to improve Circle Honors by Brand USA
16,948
connectivity and operational
FY20
efficiencies
33
MICE
With years of proven experience, we have established our dominance as specialists in organising
conferences and incentives, event management and travel solutions. Our zest for creating amazing
experiences for customers every single time has lead us to be the preferred partner of choices of
corporates across industries. It is our commitment to ensure everything will be taken care of by the
Group’s experts, aimed at driving a unique customer experience.
With a core purpose to create, the Cricket World Cup 2019 in the • Successfully operated more than
innovate and deliver sustainable UK 50 charter flights for the group
experiences to our clients, we of 450+ customers to Kenya and
• Some of our popular long haul
have curated a series of best-in- Zambia which also included an
destinations during the year
class MICE programmes and are exclusive bush breakfast created
include Iceland, Canada, South
a trusted operating partner for in the middle of Masai Mara
Africa, Japan, Korea, Eastern and
several corporates in India. The grasslands
Mediterranean Europe, Norway,
Group’s MICE segment has grown
New Zealand, Australia and USA,
to establish itself as the market
among others) and short haul Industry wise customer break up 2019
leader by providing its customers
include Sri Lanka, Thailand, UAE and
industry leading service delivery
Macau. On the domestic front the Paint, 22%
and innovation to execute market- Others, 31%
popular choices were destinations
first ideas.
such as Goa, Vishakhapatnam,
Our reach and clientage are varied Bengaluru and Amritsar
and span across industries such
• Organized a large event for a Insurance, 21%
as pharma, automobiles, paints Automobile, 4%
leading FMCG company in Cape
etc. We act as a one-stop-shop Pharma, 7%
town with a celebrity cricketer as a
for corporates with the aim to Electricals, 5% Cement, 10%
guest speaker
go beyond just logistics. Our
focus is to create extraordinary • Organized an event for a financial
revenue
experiences which will not only services company in Bali, where
` mn
exceed objectives and purpose but they wanted to communicate
also create a memorable and long- “winning despite obstacles” as the
11,146
lasting impact. theme and it had India’s first blade
FY19
running, an ex-army man as a guest
10,515
Key highlights speaker
FY20
• During the year, we successfully • Organized one of the largest Indian
executed one of the largest groups on an Alaskan cruise
outbound contingents where
more than 4,500 guests attended
34
Corporate Travel
The Group’s corporate travel segment offers a collection of corporate travel solutions designed to
achieve maximum cost savings by streamlining travel management. With our expertise and booking
tools we aim to simplify travel needs and help manage any company’s strategic approach to travel.
Over the years, the segment has successfully established long-term relationships with more than
500 marquee client organizations. The group offers business travel products and services under the
following entities: Thomas Cook, SOTC and Travel Circle International Limited, Hong Kong.
Key developments Leverage Technology:

revenue
The segment continues its agenda
` mn
Integration of backend functions: of enhancing the use of technology
During the year, the Group has and has effectively deployed
1,457
successfully integrated the smart technologies which increase
FY19
corporate and backend functions of serviceability as well as capture the
1,394
both TCIL and SOTC brands, while corporate traveller’s preferences and
FY20
each brand continues to operate provide multiple options aligned to
independently at the consumer his needs.
level. This has translated into
better operating efficiencies as Our booking platform Click2Book
well as better customer service and incorporates technology and
experience. customised offerings, providing
a comprehensive suite of online
New collaborations: services across flights, hotels, cars,
Joined Radius' network of over 130 visas, foreign exchange and travel
travel agencies worldwide, with insurance.
the aim to provide best-in-market
servicing solutions to their global
clients
35
E-business and Technology

The Company’s e-business has been evolving and gaining traction over the past few years as we
focus on leveraging technology and use it as a pivotal tool to capture travel real-time and research-
driven data. Across the Group, there is a strong emphasis on adapting digital solutions to improve
efficiencies, return on investment and customer experience. Amid the global COVID-19 pandemic,
the use of technology to business operations has been crucial for sustainability. Our continual
investments towards technology has armed us well to reimagine travel and travel needs in these
testing times.
Key highlights of the year • Virtual reality- enables customers agent network for contactless
to sample a destination prior to customer interactions across
• Increase the use of digital solutions:
booking at key retail outlets Holidays, Forex and Visa - sales &
continued focus on elevating
service coupled with integration
customer experience with the use • Project Tejas - Our Group’s focused
of shared services of TCIL/SOTC
of technology. sales analytic programme designed
will drive potential savings
for sales efficiency, lead conversion
• Digitally driven sales cycle: The sales
and productivity • Adoption of cloud based
team’s capabilities are aided by
technology to drive agility and
handheld devices enabling them to
Key opportunities and outlook scalability in the digital journey
conduct end-to-end transactions at
driven by opex led investments
the customer touch point • Thomas Cook India Group has
been consistently driving its • Process reinvention interlaced with
• Increase engagement with customers
agenda towards automation and digital solutions
via technology: The Company has
digitalization. This created a strong
invested in tools which will drive • Drive centralization of business
foundation to implement additional
online engagement with customers processes and functions by way of
technology-driven scalability
via platforms such as WhatsApp, intelligent automation and virtual
across functions.
website and social channels robotic workforce
• Technology enabled contactless
• During the year, a Progressive • Use of Robotics for quality checks &
customer interactions
Web App for mobile devices was reconciliations
launched. This helps customers • The E-Commerce business to
have a light-sized and functional support the growth of virtual
interface to cater to their travel
and real-time exchange rates. Our
online platform was integrated TECH ENABLED CUSTOMER JOURNEY
with its core forex application
to give real time exchange rates,
streamlining the transaction
process
Digital led innovations

Some of the key innovations that have INTERACT ANALYZE SERVICE
driven the digital journey:
• Experience driven web platforms: Contactless booking capabilities
Advance analytics for Efficient Lead Management
across products and services to
www.thomascook.in and www.sotc. provide omni channel experience
Sales lead prioritization Customization Tool for sales force
in Virtual Agents for Forex Services
and management
Automation driven operational
Focused CRM management
• Integrated mobile self-service app Web and mobile Apps for
customer interactions
for customers Efficient inventory management Self-service using website
& mobile apps
Chat BOTS
• Voyager- a unique platform to equip Contactless service in Forex
the sales team
Robotics for quality checks
& reconcilliations
• Click2Book - a web based self-
booking tool for corporate travel
Book - A travel management tool for
corporate clients
36
Visa and passport services

The Group being an end-to-end travel service provider, is focused on providing the entire suite of
services and is, through its entity – TC Visa Services (India) Limited, equipped with domain knowledge
with respect to visa and passport processing to ensure our customers have a seamless experience.
With these offerings, we cater to the needs of customers across corporate and leisure travel. Our
relationship with Embassies and High Commissions, combined with a stringent quality check of
applications enhance the comfort of customers while applying for a visa.
Key opportunities and outlook

The visa business continues to be a dynamic space, which is subject to
regulations and policies across borders. With increasing protectionism
measures, visa applications have become critical, and services by
specialists like us are expected to gain further demand.
37
Business Review
Financial Services
Our Group’s financial services include foreign exchange services
and other value added services.
38
Business Review Financial services
Foreign exchange
Thomas Cook India over the years has evolved as a leading player in the foreign exchange space in
India. It also pioneered as the first in the non-banking category to issue its own easy-to-use branded
forex prepaid card solutions. The Company issues its own prepaid travel card in India to facilitate
better customer travel and convenience. The forex business is a combination of foreign exchange
businesses of Thomas Cook (India) Limited, SOTC, TC Lanka, TC Mauritius Operations.
The Forex segment has expanded • Developed new technology in

L oad value in
its operations in the retail and the house for better monitoring for all
prepaid cards
wholesale segment and today handles online forex transactions
U S $ mn
over 1.2 million transactions annually
• Forex Analytics - Using analytics to
and are one of the largest exporters 417
refine our fraud detection/currency
of bank notes globally. Your Company FY19
indentation/business analytics
optimises on both its online as 570
and helps build efficient control
well as retail presence towards an FY20
mechanism and business analysis
omnichannel experience. Our strong
distribution network encompasses • Mudra App - Enables us to take the
a network of retail outlets over 163 branch to the customer and booking
R evenue *
locations and 27 airport counters in Forex on-the-go through a mobile
` mn
India, Sri Lanka and Mauritius. The app by our sales team
Company’s multi-currency Borderless 2,764
• Load value on prepaid forex cards
Prepaid Card witnessed strong FY19
crossed US$ 570 mn
growth during the financial year. 2,927
Over 8,00,000 cards have been sold • Successfully conducted the Grand FY20
with a total load volume of ~US$ 2 bn Forex Festival
*Revenue from forex is on the basis of net
since inception. In FY20, the business margins earned
clocked a revenue of Rs. 2,927 mn and Key opportunities and outlook
an EBIT of Rs 959 mn.
With the world grappling with the
challenges on account of COVID-19,
Key highlights of the year EBIT
our immediate focus is aimed towards:
` mn
• Launched Contactless Payments
• Driving touchless interactions
across Prepaid Forex Cards that can 836
be used for faster card transactions • Use of virtual branches FY19
by customers at checkout counters 959
• Focus on customer convenience
FY20
• Leveraging technology for
• Leverage our product portfolio
providing real time forex rates for
which spans across the retail
online customers
spectrum of offerings including Note: FY20 performance is reflective
• Equipped with RazorPay - Link the prepaid card as well as tap of the impact of COVID-19 across
based payments introduced for opportunities in the wholesale its overseas businesses as early as
customers for hassle free and segment January 2020 and post Feb-March for
instant payment process the India businesses.
39
Business Review
Strategic
Investments
To position our Company as a leading player in the evolving travel space, we explore value-
accretive investments from time to time.
40
Business Review Strategic Investments
Digiphoto Entertainment Imaging (DEI) is one of the world’s leading imaging solutions and services providers and is part of the
Thomas Cook India Group from March 2019. Since 2004, DEI has been committed to grow and expand the souvenir imaging space
with its financially robust model hinged on expertise and technology. DEI focuses on imaging services and solutions for the
attractions industry with a robust end-to-end turnkey model by providing equipment, software, talent and operational expertise
consultation to its business partners
a height of 150 meters above the

With its financial resilience and unique • New contracts:
Palm Jumeriah
offerings, the acquisition marks  DEI continues to leverage
 DEI has secured new contracts
our Group’s entry into an adjacent during the year - strategic technology to introduce new
sector, complementary to its travel partnership agreement with products as well as improve
and travel related services portfolio. Atlantis Paradise Island, Bahamas customer experiences
Headquartered in Dubai, the company  DEI is close to finalising deals • Positive renegotiations with
has spread its footprints across Orlando, with the largest amusement parks partners:
Kuala Lumpur, Singapore, Bali, Hong brands globally, for their projects  The company has undertaken
Kong and Mumbai. Equipped with a in the highly lucrative Chinese fruitful renegotiations with all
team of over 2,851 professionals, DEI market partners for more favorable terms
operates in 16 countries, with 134+  These are likely to present which are aligned with an economy
partners across 299 attractions. Some of significant growth opportunity, grappling with a pandemic; over
attracting both domestic and 76% success rate
the key attractions that DEI operates are
international travellers in the
Burj Khalifa, Atlantis the Palm, Ski Dubai,
world’s fastest growing travel
Resorts World Sentosa, Ferrari World,
market
Wildlife Reserves Singapore, Atlantis
Sanya, Ngong Ping 360, Warner Brothers • Innovation in offerings:
and Venetian Macao among others. DEI
 Till international travel reaches Partners
completed 2.7 mn transactions in FY20. normalcy, extended focus
Key developments
• Progressive growth of tourism:
towards the local/ expat
residential population, families 134+
on staycations, etc. Experiential
Starting mid-May, services have photography introduced to ensure
S ites operated
resumed in 10 out of 16 countries. unique engagement has resulted in
China’s early re-opening has seen
revenue increase by 30% w-o-w;
July gross revenues are over 50%
30 - 50% better yield/ per person
spend
 DEI is also launching the only
299+
of January (pre-pandemic). With the operational Tethered Helium
lifting of the lockdown and rise in Balloon in the GCC region, in N U M B E R of transactions
partnership with Atlantis the
tourists in various parts of the world,
top line revenue has increased 120%
m-o-m from May
Palm, Dubai - that is expected to
be operational from December
2020. This unique experience
2.7 mn
• Instead of targeting volumes, efforts will offer visitors exceptional and
to increase per person spend have uninterrupted views of Dubai, up
been fruitful to 10 Kms in all directions – from
Ithaka is one of the world’s initial travel influencers driven personalised travel planning platforms,
offering chat-based real-time travel advice. Our strategic investment in this new generation travel
tech start-up has created a new avenue to extend and cater to the millennials. Ithaka’s business
model also resonates with the hybrid technology and personalisation approach of our Group
aimed to innovate and deliver a seamless customer experience to new age travellers. For Ithaka,
the partnership delivers an end-to-end, bookable experience and a larger customer base with an
established brand. The platform offers solutions for various destinations across Europe, South East
Asia and Central Asia covering most popular ones like Thailand, Bali, Switzerland as well as unique
places such as Turkey, Croatia and so on. The company has planned over 15,000 trips in FY20. Ithaka’s
travel influencer community has grown substantially over the past year and today has more than 180
influencers as part of its network.
41
Business Review
Portfolio
Investments
Sterling Holiday Resorts Limited
42
Business Review Portfolio Investments
Sterling Holiday Resorts Limited (Sterling) is a leading Holiday Lifestyle Company with 2,436 rooms spread over
38 resorts. Resorts are spread across mountains, beaches, jungles, river fronts and heritage locations. Most of these
resorts are at driveable locations from major cities.
Sterling re-launched its brand in Sterling has adopted an asset-light • Resort revenue increased by 7.6%
December 2017 to represent holidays strategy of expansion of rooms and in FY20 as against the previous year
that are Discovery and Experiences destinations through management with occupancy at 63.6% on an
led, while maintaining best in class contracts. Sterling has opened new increased available room base
standard accommodation, food and resorts at Gangtok- Orange Village
• Average room rent grew from
activities. (41 rooms), Thekkady (83 rooms),
Rs. 4,217 in FY19 to Rs. 4,392 in
Guruvayur (71 rooms), Rajakkad (24
The new Sterling brand and the new FY20, an increase of 4.2%.
rooms) under this model and signed
website launched were focused on
many more locations, to be opened Sterling Holidays will continue
delivering delightful experiences
in 2021. Sterling has also opened one to expand in new destinations in
to customers. The new website has
resort in Palavalli (50 rooms- On the the coming year and focusing on
established a customer-centric digital
banks of the Godavari river (lease expansion with an asset-light model,
presence along with exhaustive
model). while maintaining very high standards
information about its resorts and
of service focused on Customer
destinations. Sterling Holidays adopted IND
Delight, Experiences & Discoveries.
AS115-Revenue from contracts with
The company’s focus on customer Sterling has a strong, balanced
customers, with effect from April
delight has resulted in 34 resorts rated and experienced leadership team,
1, 2018 and assessed the impact
greater than 4 [on a scale of 5] on drawn from across hospitality and
of the accounting changes, which
Trip Advisor and 24 Gold and 1 Silver other industries, giving the team the
primarily includes recognition of the
Crown resorts, as certified by RCI. strength, vision and competences
membership fees and incremental
required to guide the aggressive
Over the last 3 years, Sterling has costs to obtain and/or fulfil a contract
growth plans. In addition, the company
adopted a hybrid strategy of both with a customer, as applicable, over
has embarked on a digitization plan
acquiring members and operating as the effective membership period.
across customer-facing functions and
a holiday hotel/resort. This strategy There is however no impact on
back end processes that would enable
will permit aggressive growth and cashflows due to this change.
it to focus on driving customer-centric
establish the Sterling brand as the
• The revenue from operations growth.
premier holiday brand, in India.
increased by 2% from Rs 2,611 mn
The business is primarily focused
to Rs 2,672 mn
on family & group holidays along
with conferences by corporates and
destination weddings.
43
Human Capital
Our teams enable our businesses to continuously develop agile, effective responses
to emerging challenges and opportunities. Our human resource policies help our go-
getters to stay ahead of the market dynamics and fulfill the Group’s brand promise with
continuous learning and evolution.
We foster a collaborative and safe cultural diversity mix and have

work environment for our people and attracted talent from 64 nationalities.
nationalities
ensure that they continue to engage We take pride in our cultural diversity
as part of our family for an enriching
experience. We attract top-notch
industry relevant talent from around
and have instituted a common
group policy by adopting industry-
best practices across subsidiaries.
64
the world and help them pursue a Encouraging gender diversity is part
Total N o of employees
meaningful career path with us. As of our stakeholder promise and we are
part of our HR policy, wide-ranging
cross- functional people engagements
are organised and benchmarking
constantly focusing on increasing the
proportion of women workforce in our
teams.
9,481
exercises are conducted to provide an
We believe in ‘agility at scale’, while
inclusive and highly rewarding work
remaining deeply rooted to our core
culture.
values of customer centricity and
In the recent years, post our global stakeholder integrity. Going forward,
expansion, we have improved our we will continue to upskill our people,
who are our true brand ambassadors.
44
Training and development Employee engagement Our succession planning process
We believe in training our workforce We undertake regular employee Continuity of leadership is one of
to align them to the changing needs engagement initiatives across the our key focus areas. For retaining
of the market. This involves both organisation and at a pan-India level. key talent, we deploy long term
product and process trainings, While the last fiscal concentrated incentives, stock options and better
apart from skill and behavioural on improving interaction through compensations.
development sessions. interesting activities, the focus for
For succession planning, we conduct
FY20 is employee health and wellness.
Behavioural Event Interviews (BEIs)
Our trainings include:
and utilise HR analytics to find the
• Product and process training best fit for succession and understand
Some of the practices include:
each person’s organizational fit.
• Behavioural trainings for
• Interactive and fun activities
competencies, skillsets and In the last four years, succession
attitude • Quarterly newsletters from HR planning has been done for the first
desk as well as from senior-level level i.e. the executive committee
• Tour management training for
managers (Execom). During FY20, the succession
itinerary creation
planning exercise for second level
• Workforce using ‘WOW’ (Women
• Motivation training for doing better executives commenced.
of Will) where women on quarterly
business
basis get together for vacations,
• Two levels of programmes network among each other and
for managers - Young Leader have fun. We also sponsor WOW
Programme and Managerial trips for women employees.
Development Programme
• ‘Fun’d’mentals,’ our internal team
• Fraud and risk management generates new ideas every month
trainings for engagement activities.
Post the sessions, feedback is taken • CNC (Coffee n Conversation) - CEOs
continuously and the course content is and senior executives connect
refreshed accordingly. with employees for roundtable
conversations.
45
Corporate Social Responsibility
While we enrich peoples’ lives by fulfilling their travel dreams, we also reach out
to those in need as part of our corporate social responsibility initiatives.
Key Considerations for Project

Implementation
Early
Speed of Programme Development
Detection
Impact
• Reach
• Reduction in cost of dialysis
• Improve disease outcome
Sustainable Eco-system
• Optimal value to society
Improve Access Reduce Cost of
What We
to Dialysis Dialysis
Impact Meaningful Audits
Our Our
Focus Focus • Transparency
• Ease of monitoring
• Consistent quality of service
Build Trained
Resources
46
Project Dialysis There are around 1.3mn kidney Swachh Bharat Abhiyan
failure patients who need dialysis
We work for the cause of under-served In line with the Government of India’s
& our initiative is building rural
renal patients in India. Through the Swachh Bharat Abhiyan, we have
infrastructure to offer dialysis where
Fairfax India Charitable Foundation, maintained the prefabricated toilet
there was limited dialysis facilities.
promoted by our holding organization, units installed at Kandhal Road, Ooty.
Till date the programme reached 16
we work to develop a high impact, The facility is providing access to clean
Indian states with 514 total dialysis
holistic, sustainable and collaborative sanitation & helpful in promoting and
machine installations free to use at
ecosystem that offers free/affordable, maintaining hygiene at the tourist
98 dialysis centres and has offered
quality dialysis services to renal spot. The project is implemented by
3,15,117 free/ affordable dialysis to
patients in parts of India where there Fairfax India Charitable Foundation
rural poor population.
is limited dialysis infrastructure.
As of June 2020
Map not to scale. For illustrative (or representative)
purposes only 47
Governance Framework
We continue to be at the forefront of ethical best practices in corporate governance since

beginning of our journey. We have instituted a strong framework that draws its strengths
from management responsibility and board oversight. We conduct regular review meetings
and related proceedings to ensure that the organisation operates in a competitive, fair,
compliant and efficient manner.
Board committees Board

committees
We have the following committees
of the Board of Directors and the
details pertaining to such committees
Sub-Committee of Nomination &
are mentioned in the Corporate
the Board Remuneration
Governance Report which forms part of
Committee
the Annual Report. (Read more on page
107)
Corporate Social Stakeholders
Responsibility Relationship
Committee Committee
Audit Cum Risk Management

Committee
Management Committees Management

Committees
We have the following committees of
Management and the details pertaining
to such committees are mentioned in Related Party Risk
the Corporate Governance Report which Transaction Committee
forms part of the Annual Report. Committee
(Read more on page 115)
Debenture Banking
Committee Committee
Executive Committee
(EXECOM)
48
Board diversity In respect of Executive Directors of the Company
who are involved in day-to-day operations, matters
Our Board of Directors is duly constituted with
evaluated include but are not limited to:
proper balance of Executive Directors, Non
Executive Directors, Independent Directors and a
a) their commitment to achieving our goals and
woman Director. The changes in the composition
alignment with the strategic direction,
of the Board of Directors that took place during
the year were carried out in compliance with the
b) their decision making ability, and
provisions of the relevant laws. Further details are
available in the Corporate Governance Report which
c) t heir ability and actions to safeguard the interest
forms part of the Annual Report.
of our shareholders.
(Read more on page 98)
Performance of our Non Executive and Independent
Board competence Directors, who are not involved in day-to-day
operations, is assessed on the basis of certain
Our Board of Directors comprises qualified members
parameters like:
who have the skills, expertise and competence to
govern and make effective contribution to
a) i ndividual’s continuing commitment to the role,
our growth.
strategic thinking
Taking into account the nature and scope of our
Group’s businesses, a number of Board Committees b) commitment of time for Board and other
were constituted, from time to time, for effective Committee meetings
organisational control and management of
businesses. c) commitment of time for other duties towards
like financial management and performance
As per the regulatory requirements, the Board
management, integrity and independence
carries out an annual performance evaluation of the
Board as a whole, various Committees and Directors
d) commitment to good corporate governance
individually including the Chairman, in the manner
practices
prescribed from time to time.
e) leadership, communication and relationships of
Chairman with other Board members, and
f) t heir individual competencies and contribution to

the discussions and decisions at meetings.
49
Board of Directors
Standing (L to R): Sumit Maheshwari, Nilesh Vikamsey, Mahesh Iyer, Sunil Mathur
Sitting (L to R): Chandran Ratnaswami, Madhavan Menon, Kishori Udeshi, Pravir Kumar Vohra
Madhavan Menon Chandran Ratnaswami Kishori Udeshi

Chairman and Managing Director Non Executive Director Non Executive Director – Independent
Sunil Mathur Nilesh Vikamsey Pravir Kumar Vohra

Non Executive Director – Independent Non Executive Director – Independent Non Executive Director – Independent
Mahesh Iyer Sumit Maheshwari

Executive Director and Non Executive Director
Chief Executive Officer
50
Leadership Team
Madhavan Menon
Chairman & Managing Director,
Mahesh Iyer Vishal Suri Dipak Deva Debasis Nandy

Executive Director and Managing Director, Managing Director, President & Group CFO
Chief Executive Officer, SOTC Travel Ltd. Travel Corporation Thomas Cook
Thomas Cook (India) Limited (India) Ltd. (India) Limited
Monika Iuel Maria Ng Laurent Kuenzle Alexander Spiro

Chief Executive Officer, Managing Director, Laurent Kuenzle, Managing Director,
Kuoni Private Safaris Travel Circle Chief Executive Officer, Private Safaris (East
(Pty) International Ltd., Asian Trails Holding Ltd., Africa) Ltd., Kenya
Ltd., (South Africa) Hong Kong Thailand
Peter Payet Mark Morello Mohinder Dyall K. S Ramakrishnan Ramesh Ramanathan

Chief Operating Officer,
Managing Director, Managing Director, President & CEO Managing Director,
Thomas Cook (Mauritius)
Desert Adventures Horizon Travel DEI, Dubai Sterling Holiday
Operations Co. Ltd.
Tourism LLC, Dubai Services LLC, USA Resorts Ltd.
51
Risk management
Risk assessment and management are critical to ensure long term sustainability of the
business. We have in place a strong risk management framework with regular appraisal by
top management.
Enlisted below are the key risks identified by management and mitigation measures.
Risks Mitigation measures
Economic Risk We have taken several measures to combat the temporary effects
Our business is closely associated with the macro of the pandemic on our businesses. To mitigate health and safety
environment that impacts the consumers’ spending concerns of our consumers and staff, there is an increased focus
power. The COVID-19 pandemic has not only led on online sales with minimal physical interaction. We are also
to global health and safety concerns, but has also focusing on technology as a key enabler in emerging as a far
thrown many economies into slowdown. leaner and efficient organization
Launched “Assured” Safe Travel Program, a series of compre-
hensive health and safety measures in place across every travel
touch-points. Partnered with ICMR accredited medical centres
pan India, becoming the first travel service providers to offer
seamless, end-to-end COVID-negative certification services
Curating innovative products ensuring health and safety of
customers such as self-drive, wellness and short haul packages
to destinations around beaches, wildlife sanctuaries, mountains,
offering virtual and digital conferences, R&Rs for corporate
customers
Credit Risk Our well-defined, balanced and comprehensive client policy

As we deal with a wide range of corporates and drive all contracts and business dealings, in addition to the
channel partners, we are exposed to credit risk. Any finance team’s evaluation of financial capabilities of big clients
default or delay in payments may adversely affect and channel partners.
our financials.
Forex Risk
Being exposed to a significant number of We have a stringent hedging policy to manage forex risks. We
geographies, we deal in a number of currencies keep a close watch on all currency movements and enters
and run the risk of unfavourable movement in any hedging contracts to protect margins.
currency leading to financial losses.
Competition Risks
We are a premium brand in all categories across Our leadership presence in most markets help in deriving
geographies and compete with local players. Due competitive advantages while our pricing strategy is based on
to stiff competition and pricing wars, our operating healthy targeted margins.
margins can be adversely impacted.
Integration Risks
Our investment in diversified businesses in Our promoters and senior management have successful track
divergent geographies require harmonious records in managing acquisitions and integrations. Additionally,
integration of people, assets, processes and systems. we have recently streamlined business segments into three ver-
Any deficiency in the integration process may impact ticals for greater focus and agility in business operations.
our growth prospects.
52
Awards and Recognition
TCIL Thomas Cook India won the Best Tour Allied T Pro
Operator – International award at the
TCIL won the prestigious silver award ATP was awarded the Chairman’s Circle
Times Travel Awards 2019
for Asia’s Best Integrated Report (First of Honour Award for the second time
Time) at the 5th Asia Sustainability SOTC in a row by the USA T
ravel Association
Reporting Awards (ASRA) and Brand USA
SOTC Travel Limited won the
Best Outbound Tour Operator award at Overachiever Award for exceptional
TCI/SITA
the Outlook Traveller Awards 2020 service at the 2019 MILT Excellence
Awards in the field of MICE Go Vacation India - the Agent of the
Thomas Cook India was honoured
Year by Kuoni, a brand of DER Touristic
with the Best Outbound Tour Operator SOTC Travel Limited awarded the 2018
UK
2019 award by SATTE, South Asia’s MEHK Top MICE Agent Award
leading B2B travel and tourism trade Asian Trails
SOTC Travel Limited received the
exhibition
Top supporting MICE agent award by Asian Trails Laos and Asian Trails
TCIL won the premier French Sunway Hotels & Resorts India Myanmar won Laos’ and Myanmar’s
Ambassador’s Diamond Award for Leading Destination Management
SOTC Travel Limited won the award
registering the highest number of Company award for 2019 respectively
for Marketing Excellence at the Times
French visa deliveries in 2019 by the World Travel Awards
Travel Awards 2019
Excellence in Data Intelligence Award
at the 6th IDC Insights Awards 2019
Best Digital Marketing Campaign at
Mobby’s 2019
Digital Marketer of the Year at the
Global Marketing Excellence Awards
2019
TCIL won the prestigious ‘Best Travel
Agency – India’ award at the 30th
Annual TTG Travel Awards 2019
TCIL Honored with ‘India Travel
Partner of the Year 2018’ Award
by SAP Concur for its digital-led
achievements in the Business Travel
sector
TCIL won the ‘Industry Trailblazers
Award’ in robotic process automation
for processes at the Shared Services
Centre from EY & Automation
Anywhere
53
Directors’ Report
To the Members, • Total Income stood at Rs. 69,483.0 Mn (previous year
Rs. 67,186.9 Mn)
Your Directors have pleasure in presenting the Forty-Third Annual
Report, together with audited financial statements for the financial • (Loss) / Profit After Tax posted was Rs. (176.5) Mn (previous
year ended on March 31, 2020. year Rs. 888.3 Mn)
OVERVIEW FY20 performance is reflective of the impact of COVID-19 across

its overseas businesses as early as January 2020 and post Feb-
Globally, travel and tourism accounts for some 10% of global GDP
March for the India businesses. Additionally, during the year, In
according to the World Travel and Tourism Council. In India, the
even without the impact of the pandemic, travel demand in India
sector contributes to 6.8% of the total economy (Source: Statista).
and several key markets for the Group were subject to a series of
The Travel & Tourism industry in the country has witnessed a steady
challenging external factors.
growth in both inbound as well as the domestic segment, driven by
a diverse landscape and rich heritage. Pursuant to the Composite Scheme of Arrangement and
Amalgamation, as elsewhere described, (appointed date April
India’s rank in Travel & Tourism Competitiveness Index (TTCI) of 1, 2019), the Company has restated its Financial Statements for
World Economic Forum has moved from 65th rank in 2013 to 34th the comparative periods including Earnings Per Share ("EPS") in
rank in 2019. However, during 2019 led by the global economic accordance with IND AS 103 Business Combination.
slowdown and multiplied by factors such as Brexit in the UK and
recession fears in large parts of Europe. About 10.9 million foreign EXTENSIVE NETWORK
tourists visited India in 2019. In India, factors such as weakening As of March 31, 2020, your Company, along with its subsidiaries,
macroeconomic environment, downfall of a leading airline in India, continues to be amongst the largest integrated travel groups in
followed by the collapse of a large travel player, political unrest, India. Your company is a leading integrated transnational travel
elevated levels of pollution in northern India and travel advisories and travel related services company offering a broad spectrum of
issued by other countries- mounted pressure to existing stress on services that include Foreign Exchange, Corporate Travel, MICE,
the sector. Leisure Travel, Value Added Services, Visa and Passport services
and E-Business.
The travel and tourism industry is one of the worst hit spaces as
the tourism landscape completely has changed due to COVID-19. Your Company along with its subsidiaries has presence in countries
All key segments - inbound, outbound and domestic, and leisure, outside India through its branches/representative offices in USA
cruise, adventure, corporate meetings, conference, and exhibitions, (New York), Spain (Madrid), UK (London), Japan (Tokyo), China
came to a standstill as the pandemic gained momentum across the (Beijing), Hungary, Portugal, Poland, Italy, Germany, Brazil, Russia,
country and globe. For the tourism sector in India, it is no longer Australia, Nepal, Bhutan, Cambodia, Indonesia, Laos, Malaysia,
going to be business-as-usual and there will be a need to redefine, Myanmar, Singapore, Thailand, Vietnam, Kenya, South Africa,
refocus and change the game plan going forward. India’s total Dubai, Abu Dhabi, Oman, Jordan and France (Paris) apart from its
foreign tourist arrivals (FTA) stood at 10.9 million and the foreign subsidiaries in Mauritius, Sri Lanka, Singapore and China (Hong
exchange earnings (FEE) stood at Rs 2.11 trillion during 2019, with Kong).
Maharashtra, Tamil Nadu, Uttar Pradesh and Delhi accounting for
Your Company (exclusive of its subsidiaries) operates through 420
about 60% of foreign tourist arrivals (FTAs). However, now with
locations and along with the subsidiaries, the network spans over
travel restrictions in India and across the globe the Indian domestic
630 locations in 170 cities, over 111 Preferred Sales Agents and
as well as foreign travel and tourism industry is expected to witness
186 Franchise Partner outlets to have a wider spread and network
a sharp negative impact in 2020.
across the country.
The national federation of tourism, travel and hospitality
CHANGE IN THE NATURE OF BUSINESS
organisations of India, FAITH, indicated that the overall value of the
losses could be in the range at Rs. 15 lakh crore, covering all aspects There has been no change in the nature of the business of the
of the business. Company. Your Company continues to be in the business of Travel
and Travel related services.
PERFORMANCE HIGHLIGHTS
DIVIDEND
During the financial year ended March 31, 2020, On
a s tandalone b
asis, t he ( Loss) / Profit b
efore t ax stood a
tR
s. ( 217.6) The Board thought it fit to conserve cash for continuing its business
Mn (previous year Rs. 344.9 Mn) operations smoothly, as far as may be, given the uncertainties
associated with the nature of COVID-19 pandemic and its duration,
• Total Income decrease of 6% to Rs. 21,905.3 Mn from and, therefore, did not recommend any dividend for the financial
Rs. 23,276.8 Mn year 2019-20
• (Loss) / Profit After Tax posted was Rs. (249.1) Mn (previous GENERAL RESERVE
year Rs. 208.1 Mn)
During the financial year, the Company has transferred Rs. 5.3 Mn
On a Consolidated basis, your Company posted a (Loss) / Profit from Share option Outstanding Account to General Reserve. The
before tax of Rs. (687.8) Mn (previous year Rs. 572.9 Mn). total General Reserve stands at Rs. 1154.9 Mn as on March 31, 2020.
54 i n t e g r at e d r e p o r t 2 0 19 -2 0
PROMOTERS ii) the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates
Fairfax Financial Holdings Limited
that are reasonable and prudent so as to give a true and fair
The promoter of your Company, Fairbridge Capital (Mauritius) view of the state of affairs of the Company as on March 31,
Limited (“FCML”) is an indirect wholly-owned subsidiary of Fairfax 2020 and of the loss of the Company for the year ended on
Financial Holdings Limited (“Fairfax”), a company incorporated that date;
under the laws of Canada.
iii) the Directors have taken proper and sufficient care for the
Fairfax is a holding company which, through its subsidiaries, is maintenance of adequate accounting records in accordance
engaged in property and casualty insurance and reinsurance and with the provisions of the Companies Act, 2013 for
the associated investment management. Fairfax was founded in safeguarding the assets of the Company and for preventing
1985 by the present Chair and Chief Executive Officer, Mr. Prem and detecting fraud and other irregularities;
Watsa. Fairfax has been under present management since 1985 and
iv) the Directors have prepared the annual accounts on a going
is headquartered in Toronto, Canada. Its common shares are listed
concern basis;
on the Toronto Stock Exchange. Fairfax’s corporate objective is to
achieve a high rate of return on invested capital and build long- v) the Directors have laid down internal financial controls to
term shareholder value. Since 1985, Fairfax has demonstrated be followed by the Company and that such internal financial
a strong financial track record to achieve an annual compounded controls are adequate and are operating effectively; and
appreciation in book value per share of 19.3% and currently has
over USD 70 Bn in consolidated assets. vi) the Directors have devised proper system to ensure
compliance with the provisions of all applicable laws and that
Thomas Cook (India) Limited is a part of the Fairfax group. As of the such systems are adequate and operating effectively.
date hereof, the promoter holds 65.60% of the total paid up equity
share capital of the Company. DIRECTORS
• Appointment and Re-appointment
DEPOSITS UNDER CHAPTER V OF COMPANIES ACT,
2013 In accordance with the provisions of Section 152 of the
During the financial year, the Company has not accepted any Companies Act, 2013 read with the Rules made there under
and Article 116 of the Articles of Association of the Company,
S tat u to ry R e p o r t s
deposits within the meaning of Section 73 & 76 of the Companies
Act, 2013, read with the Rules made thereunder, and therefore, no Mr. Chandran Ratnaswami (DIN: 00109215) Non Executive
amount of principal or interest on deposit was outstanding as of the Director, retires by rotation at the ensuing Annual General
Balance Sheet date. Meeting of the Company and being eligible, offers himself for
re-appointment. Mr. Chandran Ratnaswami is not debarred
PARTICULARS OF CONTRACTS OR ARRANGEMENTS from holding of office of Director pursuant to any Securities
WITH RELATED PARTIES and Exchange Board of India Order or any other such authority.
During the financial year, all the transactions with related parties
Mr. Madhavan Menon, Chairman and Managing Director, whose
were in the ordinary course of business and on an arm’s length
tenure as Managing Director expired on 29th February, 2020,
basis; and there were no material contracts or arrangements or
was re-appointed by the Board of Directors of the Company
transactions at arm’s length basis or otherwise. Therefore disclosure
for a further period of 5 years w.e.f. 1st March, 2020 to 28th
in Form AOC-2 is not applicable to the Company.
February, 2025, subject to approval of shareholders at the
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS ensuing Annual General Meeting of the Company and the
PASSED BY THE REGULATORS OR COURTS OR approval of applicable statutory authorities. The Board
TRIBUNALS IMPACTING THE GOING CONCERN STATUS recommends his re-appointment as Chairman and Managing
OF THE COMPANY AND ITS OPERATIONS IN FUTURE Director of the Company for a further period of 5 years w.e.f.
1st March, 2020 to the members for its approval. Mr. Madhavan
There were no significant and material orders passed by the
Menon is not debarred from holding of office of Director
regulators or courts or tribunals impacting the going concern status
pursuant to any Securities and Exchange Board of India Order
of the Company and its operations in future.
or any other such authority.
PARTICULARS OF LOANS, GUARANTEES AND
Mr. Pravir Vohra, Non Executive Independent Director of the
INVESTMENTS
Company has completed his first term as Independent Director
The particulars of Loans, Guarantees and Investment are given in on April 9, 2020. Pursuant to the provisions of Companies
the Corporate Governance Report which forms part of the Annual Act, 2013, performance evaluation report and based on
Report. the recommendation of the Nomination and Remuneration
DIRECTORS’ RESPONSIBILITY STATEMENT Committee, the Board of Directors vide resolution dated
January 30, 2020, approved the re-appointment of Mr. Pravir
Pursuant to Section 134 of the Companies Act, 2013, with respect Vohra as Non Executive Independent Director for further
to Directors’ Responsibility Statement, it is hereby confirmed that: period of 5 consecutive years effective from April 10, 2020 up
i) in the preparation of the annual accounts for the financial year to April 09, 2025 or till such earlier date to conform with the
ended March 31, 2020, the applicable accounting standards policy on corporate governance of the Company, subject to the
have been followed and there were no material departures; approval of the members of the Company by special resolution.
THOM A S COOK (INDIA) LIMITED 55

Mr. Pravir Kumar Vohra is not debarred from holding of office Pursuant to requirements of Regulation 25 of SEBI
of Director pursuant to any Securities and Exchange Board of Listing Regulations, 2015, your Company has in place the
India Order or any other such authority. familiarisation programme for Independent Directors with
regard to their role, duties and responsibilities, nature of the
Profile and other information of Mr. Chandran Ratnaswami,
industry in which the Company operates, business / operating
Mr. Pravir Vohra and Mr. Madhavan Menon as required under
model of the Company etc. The Board Members are provided
Regulation 26, Regulation 36 of SEBI (Listing Obligations &
with all necessary documents/ reports and internal policies
Disclosure Requirements) Regulations, 2015 and Secretarial
to enable them to familiarise with the Company’s procedures
Standard - 2 is given as an Annexure to the Notice convening
and practices. The details of the training and familiarization
this Annual General Meeting.
program are provided in the Corporate Governance report.
The above proposals for appointments and re-appointment
• Board Evaluation
forms part of the Notice of the 43rd Annual General Meeting
and the relevant Resolutions are recommended for the The Board of Directors has carried out an annual evaluation
members’ approval therein. of its own performance, board committees, and individual
directors pursuant to the provisions of the Companies Act,
• Declaration of Independence
2013 and SEBI (Listing Obligations & Disclosure Requirements)
The Company has received necessary declarations from all Regulations, 2015.
the Independent Directors on the Board of the Company
In a separate meeting of independent directors, performance
confirming that they meet the criteria of Independence as
of non-independent directors, the board as a whole and
prescribed under Section 149 of the Companies Act, 2013 and
the Chairman of the Company was evaluated. Further, the
the Rules made there under and Regulation 16(1)(b) and other
Independent Directors in the said meeting had also assessed
applicable regulations, if any, of the SEBI (Listing Obligations
the quality, quantity and timeliness of flow of information
& Disclosure Requirements) Regulations, 2015, as amended.
between the Company management and the Board.
The Independent Directors have also confirmed that they are
Performance evaluation of independent directors was done
not aware of any circumstance or situation which exists or may
by the entire board, excluding the independent director being
be reasonably anticipated that could impair or impact their
evaluated.
ability to discharge their duties.
The performance evaluation of the board was based on
Further, the Independent Directors have also submitted their
the criteria such as the board composition and structure,
declaration in compliance with the provision of Rule 6(3) of
information and functioning, succession planning, strategic
Companies (Appointment and Qualification of Directors)
planning, etc.
Rules, 2014, as amended, which mandated the inclusion of
an Independent Director’s name in the data bank of persons The performance evaluation of the Committees was based on
offering to become Independent Directors ,of Indian Institute the criteria such as Structure of the Committee and meetings,
of Corporate Affairs (“IICA”) for a period of one year or five effectiveness of committee meetings, frequency of the
years or life time till they continues to hold the office of an meetings, etc.
independent director.
The performance evaluation of the Directors was based on
The Board of Directors, based on the declaration(s) received the criteria such as experience, knowledge and competency,
from the Independent Directors, have verified the veracity of governance, safeguarding the interests of all stakeholders, etc.
such disclosures and confirm that the Independent Directors
The performance of the Independent Directors was based
fulfill the conditions of independence specified in the Listing
on the criteria such as time devoted and attention given to
Regulations and the Companies Act, 2013 and are independent
professional obligations for independent decision making and
of the management of the Company.
acting in the best interest of the Company, strategic guidance
In the opinion of the Board, all the independent directors are to the Company and help in determining important policies
persons of possessing attributes of integrity, expertise and etc.
experience as required under the applicable laws, rules and
The above criteria are based on the Guidance Note on Board
regulations.
Evaluation issued by the Securities and Exchange Board of
The Company has issued letters of appointment/ re- India on January 5, 2017.
appointment to Independent Directors in the manner
Further, the said criteria were also mentioned in the rating
as provided under Companies Act, 2013. The terms and
sheets which were filled by each of the Directors during the
conditions of the said appointment are posted on website of
financial year with regard to the abovementioned performance
the Company.
evaluations.
• Familiarization program for Independent Directors
• Number of Board Meetings during the financial year CORPORATE SOCIAL RESPONSIBILITY
During the financial year, Eight (8) meetings of the Board Corporate Social Responsibility (‘CSR’) Committee
of Directors were held, the details of which are given in the
In compliance with the requirements of Section 135 of the
Corporate Governance Report of the Company, which forms a
Companies Act, 2013 read with the applicable rules made there
part of the Annual Report.
under, the Company has a duly constituted CSR Committee. The
KEY MANAGERIAL PERSONNEL details of the Committee are provided in the Corporate Governance
Report of the Company, which forms part of the Annual Report.
Pursuant to the provisions of the Section 203 of the Companies Act,
2013, the Key Managerial Personnel of the Company as on the date CSR Policy
of this Report are:
The contents of the CSR Policy of the Company as approved by the
Mr. Madhavan Menon, Chairman and Managing Director Board on the recommendation of the CSR Committee is available
on the website of the Company and can be accessed through
Mr. Mahesh Iyer, Executive Director & Chief Executive Officer
the web link: https://resources.thomascook.in/downloads/TCIL_
Mr. Brijesh Modi, Chief Financial Officer CORPORATE_SOCIAL_RESPONSIBILITY_POLICY_2.0.pdf.
Mr. Amit Parekh, Company Secretary & Compliance Officer CSR initiatives undertaken during the financial year 2019-20
AUDITORS The Annual Report on CSR Activities undertaken by Company during

Statutory Auditors the financial year 2019-20, is annexed as Annexure 2 which forms
part of this Report.
The Shareholders of the Company at the 40th Annual General
Meeting (AGM) held on August 2, 2017, had appointed B S R & Co. During the financial year 2019-20, the Company has spent Rs. 6.36
LLP, Chartered Accountants (Firm Registration No. 101248W/W Mn on CSR activities.
- 100022) as Statutory Auditors of the Company for a period of COMMITTEES OF BOARD
5 years commencing from the conclusion of 40th AGM till the
The Company has the following committees of the Board of
conclusion of the 45th AGM.
Directors and the details pertaining to such committees are
Further, vide Ministry of Corporate Affairs (MCA) notification dated mentioned in the Corporate Governance Report, which forms part
May 7, 2018, the requirement for ratification of appointment of of the Annual Report.
Statutory Auditors by members at every AGM has been dispensed
• Audit cum Risk Management Committee
with. Accordingly, no such item has been considered in the 43rd
AGM Notice. • Nomination & Remuneration Committee
• Stakeholders Relationship Committee
The Statutory Auditors Report does not contain any qualifications,
reservations or adverse remarks on the financial statements of the • Corporate Social Responsibility Committee
Company. Further, in compliance with the RBI requirements the • Sub-Committee of the Board
Company has obtained Statutory Auditors Certificate in relation to
downstream investments. During the year, all recommendations made by the committees
were approved by the Board.
Secretarial Auditor
LISTING OF SECURITIES
The Board of Directors appointed Mr. Keyul M. Dedhia of M/s Keyul
As on the date of this report, the Company has its Equity Shares
M. Dedhia & Associates, Company Secretaries in Practice as the
listed on the following Stock Exchanges:
Secretarial Auditor of the Company under of Section 204 of the
Companies Act, 2013 read with the Rules made thereunder, for i. BSE Limited and
conducting the Secretarial Audit for the financial year 2019-20.
The Secretarial Audit Report for the financial year 2019-20 does ii. The National Stock Exchange of India Limited
not contain any adverse remark, qualification or reservation. The The listing fees for the financial year under review has been paid
Secretarial Audit Report is annexed as Annexure 1 which forms part to the Stock Exchanges where the equity shares of the Company
of this Report. are listed.
Cost Records and Audit CORPORATE GOVERNANCE REPORT AND
Maintenance of cost records and requirement of cost audit as MANAGEMENT DISCUSSION AND ANALYSIS REPORT
prescribed under the provisions of Section 148(1) of the Companies Your Company continues to be committed to good corporate
Act, 2013 are not applicable for the business activities carried out governance aligned with the best corporate practices. It has also
by the Company. complied with various standards set out by Securities and Exchange
Board of India and the Stock Exchanges where its Securities are
DETAILS OF FRAUDS REPORTED BY AUDITORS listed. The Management Discussion and Analysis Report for the
There were no frauds reported by the Statutory Auditors under the financial year 2019-20, as stipulated under SEBI (Listing Obligations
provisions of Section 143(12) of the Companies Act, 2013 and the and Disclosure Requirements) Regulations, 2015 forms part of the
Rules made there under. Annual Report.

For the financial year ended March 31, 2020, your Company has PARTICULARS REGARDING CONSERVATION OF
complied with the requirements of SEBI (Listing Obligations and ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
Disclosure Requirements) Regulations, 2015 and other applicable EXCHANGE EARNINGS AND EXPENDITURE
rules and regulations with respect to Corporate Governance. The Company being in the Travel and Tourism Industry, its activities
A certificate from a Practising Company Secretary obtained by the do not involve any expenditure on Technology and Research
Company regarding such compliance of conditions of Corporate and Development, therefore, the particulars in the Companies
Governance is annexed to the Corporate Governance Report which (Accounts) Rules, 2014, as amended, in respect of Conservation
forms part of the Annual Report. of Energy and Technology Absorption is not applicable to the
Company. Further, the Company is not energy intensive. However,
NOMINATION CUM REMUNERATION POLICY the Company takes every effort to ensure optimum use of energy by
For the purpose of selection of any Directors, Key Managerial using energy- efficient LED Lightings, Air Conditioners etc..
Personnel and Senior Management Employees, the Nomination
During the financial year, the foreign exchange earnings of the
& Remuneration Committee identifies persons of integrity who
Company amounted to Rs.607.9 Mn, whereas, the Company has
possess relevant expertise, experience and leadership qualities
incurred Rs. 76.6 Mn as expenditure in foreign currencies towards
required for the position. The Committee also ensures that the
interest, bank charges, license fees, professional fees, travelling,
incumbent fulfils such other criteria with regard to age and other
subscriptions etc.
qualifications as laid down under the Companies Act, 2013 or other
applicable laws. The Board has, on the recommendation of the MATERIAL CHANGES AND COMMITMENTS
Nomination & Remuneration Committee framed a Nomination cum There were no material changes and commitments occurred
Remuneration policy for selection, appointment and remuneration between the end of the financial year and the date of the Report
of Directors, Key Managerial Personnel & Senior Management affecting the financial position of the Company.
Employees.
COMPLIANCE MANAGEMENT FRAMEWORK
The salient features of the Policy as approved by the Board and
The Company has instituted an online compliance management
amended from time to time are as follows:
system within the organization to monitor compliances and provide
i. Appointment of the Directors and Key Managerial Personnel of update to senior management and Board on a periodic basis. The
the Company. Audit cum Risk Management Committee periodically monitors
status of compliances with applicable laws.
ii. Fixation of the remuneration of the Directors, Key Managerial
Personnel and other employees of the Company. RISK MANAGEMENT
iii. Formulate a criterion for determining qualifications, positive The Regulation 21 of the SEBI (Listing Obligations and Disclosure
attributes and independence of a director. Requirements) (Amendment) Regulations, 2018 mandated the
top 500 listed companies based on their market capitalization to
iv. Specify methodology for effective evaluation of performance have Risk Management Committee and accordingly to adopt Risk
of Board/committees of the Board and review the terms Management Policy. However, the Company had a risk management
of appointment of Independent Directors on the basis of policy in place. The risk management related functions were
the report of performance evaluation of the Independent overseen by the Audit Committee. Pursuant to said Regulation
Directors. effective from April 1, 2019, the risk management functions have
been included in the Audit cum Risk Management Committee
v. To ensure a transparent nomination process for directors with
Charter and the nomenclature of the Audit Committee has been
the diversity of thought, experience, knowledge, perspective
changed to Audit cum Risk Management Committee effective from
and gender in the Board.
April 1, 2019.
vi. Undertake any other matters as the Board may decide from
The Company has adequate Risk Management framework to identify,
time to time.
measure, manage and mitigate business risks and opportunities.
The Nomination cum Remuneration Policy of the Company is This framework seeks to create transparency, minimize adverse
available on the website of the Company at https://resources. impact on the business strategy and enhance the Company’s
thomascook.in/downloads/TCIL_NRC_POLICY_01-02-2019.pdf. competitive advantage. This risk framework thus helps in managing
market, credit and operational risks and quantifies potential impact
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
at a Company level.
The Company has established a vigil mechanism for Directors
and Employees by adopting Whistle Blower Policy which is There are no risks which in the opinion of the Board threaten the
available on the website of the Company and weblink thereto is existence of the Company. The details and the process of the Risk
https://resources.thomascook.in/downloads/Whistle_Blower_ Management as implemented in the Company are provided as part
Policy_01_04_2019_final.pdf of Management Discussion and Analysis which forms part of this
Report.
EXTRACT OF ANNUAL RETURN ii. Amalgamation of residual TCI, TCF and TCTSL with TCIL;
Pursuant to the provisions of section 92 of the Companies Act, 2013 and
read with applicable rules made there under extract of the Annual iii. Demerger of the Human Resource Services Business of
Return of the Company in the prescribed Form MGT-9 is annexed as TCIL (including shares in QCL held by TCIL) into QCL. As
Annexure 3 to this Report and is also available on the website of the a part of consideration, QCL will its issue shares to the
Company at https://www.thomascook.in/annual-report shareholders of TCIL.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE The said Composite Scheme was sanctioned by the Hon’ble NCLT
ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE Mumbai bench and Hon’ble NCLT Bengaluru bench on 10th October,
COMPANIES DURING THE FINANCIAL YEAR 2019 and 7th November, 2019 respectively.
During the financial year, companies listed in Annexure 4 to this
The Scheme of Arrangement has become effective from Appointed
Report have become or ceased to be the Company’s subsidiary,
Date i.e. 1 April 2019 but operative from Effective Date i.e. 25
joint venture or associate companies.
November 2019 being the date of filing of certified copy of the Order
ACQUISITIONS/ INCORPORATIONS/ OTHER of NCLT by all the companies with their respective jurisdictional
CORPORATE RESTRUCTURINGS Registrar of Companies.
The Company is committed to building long term shareholder value BUY BACK OF SHARES
by growing the business inorganically and through acquisitions and
During the year under review, the Board in its meeting held on
alliances.
February 26, 2020, approved the proposal for buyback by the
The Company was directly or indirectly involved in the following Company of its own fully paid-up equity shares of Re. 1/- each
acquisitions, incorporations and corporate restructurings: (“Equity Shares”) not exceeding 2,60,86,956 Equity Shares (being
6.90% of the total paid-up equity capital of the Company) from the
A. Acquisitions/ Incorporations:
equity shareholders of the Company at a price of Rs. 57.50 (Rupees
I. Asian Trails Holdings Limited, Mauritius, a step down subsidiary Fifty Seven and Paise Fifty only) per Equity Share (“Buyback Price”),
of the Company has completed further acquisition of 49% for an aggregate amount not exceeding Rs. 150 Crore (Rupees One
stake in Thomas Cook IN Destination Management (Thailand) Hundred Fifty Crore Only) on a proportionate basis through the
Limited. tender offer process in accordance with the provisions contained
in the SEBI (Buy-Back of Securities) Regulations, 2018, as amended,
II. Asian Trails (Vietnam) Co. Ltd, a step down subsidiary of
(“SEBI Buyback Regulations”) and the Companies Act, 2013 (“Act”)
the Company formed a Joint Venture Company “Panorama
(including any statutory modification(s) or re-enactment of the Act
Destination (Vietnam) JV Ltd” with a 32% stake of that
or the rules made thereunder, for the time being in force).
company.
III. Asian Trails Holdings Limited, Mauritius, a step down The Company filed the Draft Letter of Offer DLOF) for the proposed
subsidiary of the Company has acquired 100% stake in Asian buy-back with the Securities and Exchange Board of India SEBI) on 6
Trails Singapore Pte. Ltd. March 2020. SEBI had sought additional information / clarification
from the Company, which the Company has provided. The Company
IV. Thomas Cook India announced the acquisition of the Thomas is awaiting the requisite approvals from SEBI.
Cook Brand in perpetuity for the India, Sri Lanka & Mauritius
markets for a one-time payment of GBP 1.5 mn (approximately GREEN INITIATIVE
Rs. 139 mn). We request all the shareholders to support the ‘Green Initiative’ of
the Ministry of Corporate Affairs and the Company’s continuance
B. Corporate Restructurings:
towards greener environment by enabling the service of the
I. The Board, at its meeting held on April 23, 2018 and which Annual Report, AGM Notice and other documents electronically to
was further amended on December 19, 2019, approved your email address registered with your Depository Participant/
the Composite Scheme of Arrangement and Amalgamation Registrar and Share Transfer Agent. We also request all the investors
amongst Thomas Cook (India) Limited (‘TCIL’), Quess Corp whose email id is not registered to take necessary steps to register
Limited (‘QCL’), Travel Corporation (India) Limited (‘TCI’), TC their email id with the Depository Participant/ Registrar and Share
Forex Services Limited (formerly known as Tata Capital Forex Transfer Agent.
Limited) (‘TCF’), TC Travel Services Limited (formerly known
as TC Travel and Services Limited) (‘TCTSL’) and SOTC Travel AWARDS AND RECOGNITION
Management Private Limited (formerly known as SITA Travels The Company has been the recipient of the following prestigious
and Tours Private Limited) (‘SOTC Travel’) and their respective awards and accolades during the financial year 2019-20:
shareholders (‘the Scheme’) in accordance with the provisions
• TCIL won the prestigious silver award for Asia’s Best Integrated
of Section 230 to 232 read with Section 52, 55 and 66 of the
Report (First Time) at the 5th Asia Sustainability Reporting
Companies Act, 2013. The Scheme inter alia provides:
Awards (ASRA)
i. Demerger of the inbound business of TCI consisting of
• Best Outbound Tour Operator award at the Outlook Traveller
business of handling inward foreign tourist activity from
Awards 2020
TCI into SOTC Travel;

• Thomas Cook India was honoured with the Best Outbound Tour Statement containing Particulars of Employees pursuant to Section
Operator 2019 award by SATTE, South Asia’s leading B2B travel 197 of the Companies Act, 2013 and Rule 5(2) and Rule 5(3) of
and tourism trade exhibition the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part of the Annual
• TCIL won the premier French Ambassador’s Diamond Award Report. As per the provisions of Section 136 of the Companies
for registering the highest number of French visa deliveries in Act, 2013, the reports and Financial Statements are being sent
2019 to shareholders of the Company and other stakeholders entitled
• Excellence in Data Intelligence Award at the 6th IDC Insights thereto, excluding the Statement containing Particulars of
Awards 2019 Employees. Any shareholder interested in obtaining such details
may write to the Company Secretary & Compliance Officer of the
• Best Digital Marketing Campaign at Mobby’s 2019 Company at sharedept@thomascook.in.
• Digital Marketer of the Year at the Global Marketing Excellence EMPLOYEES STOCK OPTION PLANS (ESOPS)
Awards 2019
The Company has in force the following Schemes which get covered
• TCIL won the prestigious ‘Best Travel Agency – India’ award at under the provisions of SEBI (Share Based Employee Benefits)
the 30th Annual TTG Travel Awards 2019 Regulations, 2014:
• TCIL Honored with ‘India Travel Partner of the Year 2018’ - Thomas Cook Employees Stock Option Plan 2007 (ESOP 2007)
Award by SAP Concur for its digital-led achievements in the
- Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme
Business Travel sector
2010)
• TCIL won the ‘Industry Trailblazers Award’ in robotic process
- Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013)
automation for processes at the Shared Services Centre from
EY & Automation Anywhere - Sterling Holiday Resorts (India) Limited Employee Stock
Options Scheme 2012 (SHRL ESOP 2012)
• Thomas Cook India won the Best Tour Operator – International
award at the Times Travel Awards 2019 - Thomas Cook Employees Stock Option Scheme 2018 – Execom
(Execom ESOP 2018)
DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION - Thomas Cook Employees Stock Option Scheme 2018-
& REDRESSAL) ACT, 2013 Management (Management ESOP 2018)
The Company has Zero Tolerance towards any action on the Material developments under the schemes:
part of any employee which may fall under the ambit of ‘Sexual
Harassment’ at workplace, and is fully committed to uphold and In pursuance of the Composite Scheme of Arrangement and
maintain the dignity of every women executive working in the Amalgamation amongst Thomas Cook (India) Limited and Travel
Company. The Company’s Policy provides for protection against Corporation (India) Limited and TC Travel Services Limited and
sexual harassment of women at workplace and for prevention and TC Forex Services Limited and SOTC Travel Management Private
redressal of such complaints. Limited and Quess Corp Limited and their respective shareholders
(the “Composite Scheme”), effective from November 25, 2019,
Number of complaints pending as on the beginning of Nil approved by the shareholders and the Hon’ble National Company
the financial year Law Tribunal, Mumbai Bench, the following are the material
Number complaints filed during the financial year 3 developments with respect to all the aforesaid schemes in force:
Number of complaints pending as on the end of the Nil 1. All the options remaining ungranted under ESOP 2007 and
financial year SHRL ESOP 2012 have lapsed.
Further, the Company has complied with provisions relating to the 2. All the options remaining outstanding under aforesaid schemes
constitution of Internal Complaints Committee under the Sexual have stood accelerated.
Harassment of Women at Workplace (Prevention, Prohibition and
3. An Employee Benefit Trust (ESOP Trust) has been created and
Redressal) Act, 2013.
IDBI Trusteeship Private Limited has been appointed as the
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ESOP Trustee for the benefit of the relevant grantees of such
ADEQUACY outstanding and accelerated options.
The details on Internal Financial Control System and their adequacy 4. 73,56,122 equity shares of the Company have been allotted to
are provided in the Management Discussion and Analysis Report of the ESOP Trust for implementing the terms of the Composite
the Company, which forms part of the Annual Report. Scheme.
PARTICULARS OF EMPLOYEES 5. Pursuant to share entitlement ratio forming part of the
Disclosure with respect to the remuneration of Directors and Composite Scheme, corresponding shares have been allotted
Employees as required under Section 197 of the Companies Act, by Quess Corp Limited to the ESOP Trust to be available for
2013 and Rule 5 of the Companies (Appointment and Remuneration employees on their exercise of Thomas Cook options.
of Managerial Personnel) Rules, 2014, as amended, is annexed as
6. The ESOP Schemes have subsumed under the ESOP Trust.
Annexure 5 which forms part of this Report.
During the financial year, no options were granted under any of the BUSINESS RESPONSIBILITY REPORT
above schemes of the Company As required under SEBI (Listing Obligations and Disclosure
The above Schemes are in compliance with the SEBI (Share Based Requirements) Regulations, 2015, Business Responsibility Report
Employee Benefits) Regulations, 2014, as amended. The Company describing the initiatives undertaken by the Company from an
has also obtained the certificate from the Statutory Auditors of the environment, social and governance perspective, forms part of the
Company certifying that the Company’s Employee Stock Option Annual Report.
Scheme(s) have been implemented in accordance with the SEBI INTEGRATED REPORTING
(Share Based Employee Benefits) Regulations, 2014, as amended
The Company has embarked its journey of the Integrated Reporting
and in accordance with the resolutions passed by the Members.
framework prescribed by the International Integrated Reporting
The Nomination & Remuneration Committee administers and Council (IIRC). Through this Report, we aspire to provide our
monitors the ESOP Schemes. Disclosure on various Schemes, as stakeholders an all-inclusive depiction of the organization’s value
required under SEBI (Share Based Employee Benefits) Regulations, creation using both financial and non-financial resources. The
2014 read with SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 Report strives to provide insight into our key strategies, operating
dated June 16, 2015 are available on the Company’s website environment, the operating risk and opportunities, governance
and the weblink thereto is https://www.thomascook.in/investor- structure and the Company’s approach towards long-term
relations substantiality.
During the financial year, no options were granted; hence, no DISCLOSURE REQUIREMENTS
employee has received options equal to or exceeding 1% of the The various policies and codes adopted by the Company are stated
issued share capital of the Company at the time of grant during the in detail in the Corporate Governance Report of the Company,
financial year. which forms part of the Annual Report.
SUBSIDIARY AND ASSOCIATE COMPANIES The Company during the financial year complied with the applicable
In accordance with Section 129 of the Companies Act, 2013, read provisions of the Secretarial Standards issued by the Institute of the
with the Rules made thereunder, the Company has prepared Companies Secretaries of India.
a consolidated financial statement of the Company and all its
ACKNOWLEDGEMENT AND APPRECIATION
subsidiary and associate companies, which is forming part of
the Annual Report. A statement containing salient features of Your Board takes this opportunity to thank the Company’s
the financial statements and other necessary information of the Shareholders, Customers, Vendors and all other Stakeholders
subsidiary/ associate/ joint venture companies in the format for their continued support throughout the financial year. Your
prescribed under Form AOC-1 is included in the Annual Report. The Directors also thank the Reserve Bank of India and other Banks,
said Form also highlights the financial performance of each of the Ministry of Tourism, Financial Institutions, Government of India,
subsidiaries and associates companies included in the consolidated State Governments and all other Government agencies and
financial statements of the Company. Regulatory authorities for the support extended by them and also
look forward to their continued support in future.
In accordance with the provisions of the Section 136 of the
Companies Act, 2013, the Annual Report of the Company, containing Your Board also wishes to place on record its appreciation on the
therein its standalone and the consolidated financial statements contribution made by the Company’s employees across all levels
has been placed on the website of the Company, www.thomascook. without whose hard work, solidarity and support, your Company’s
in. Further, as per the proviso of the said section, Annual Financial consistent growth would not have been possible.
Statements of each of the subsidiary companies have also been FOR AND ON BEHALF OF THE BOARD
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 a copy of the
Madhavan Menon Mahesh Iyer
Annual Financial Statements of the subsidiary companies may write
Chairman & Managing Executive Director and
to the Company Secretary & Compliance Officer of the Company.
Director Chief Executive Officer
DIVIDEND DISTRIBUTION POLICY DIN: 00008542 DIN: 07560302
The Dividend Distribution Policy of the Company is annexed Place: Mumbai
herewith as Annexure 6 and is also available on the website of the Dated: June 18, 2020
Company at www.thomascook.in.

Annexure 1
Form No. MR-3
Secretarial Audit Report
For The Financial Year Ended March 31, 2020
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (iii) The Depositories Act, 1996 and the Regulations and Bye-laws
The Members, framed thereunder;
Corporate Identity Number: L63040MH1978PLC020717 (iv) Foreign Exchange Management Act, 1999 and the rules
Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai- 400 001. and regulations made thereunder with respect to Foreign
Direct Investment, Overseas Direct Investment and External
We have conducted the secretarial audit of the compliance Commercial Borrowings, to the extent the same was applicable
of applicable statutory provisions and the adherence to good to the Company;
corporate practices by Thomas Cook (India) Limited (hereinafter
called “the Company”). The Secretarial Audit was conducted in a (v) The following Regulations and Guidelines prescribed under
manner that provided us a reasonable basis for evaluating the the Securities and Exchange Board of India Act, 1992 (‘SEBI
corporate conducts/statutory compliances and expressing our Act’):
opinion thereon.
(a) The Securities and Exchange Board of India (Substantial
We would like to state that due to nation-wide lockdown ordered by Acquisition of Shares and Takeovers) Regulations, 2011;
the Government of India in view of COVID-19 global pandemic, we
(b) The Securities and Exchange Board of India (Prohibition
have not been able to physically verify the records of the Company
of Insider Trading) Regulations, 2015;
for the purpose of our current audit and have instead placed our
reliance solely on the contents of electronically signed / scanned (c) The Securities and Exchange Board of India (Issue of
copies of the records, documents, papers, information, explanation Capital and Disclosure Requirements) Regulations, 2018
provided to us by the Company and its officers and agents in (to the extent applicable);
electronic form.
(d) The Securities and Exchange Board of India (Share Based
Based on our limited verification of the Company’s Books, Papers, Employee Benefits) Regulations, 2014;
Minute Books, Forms and Returns filed with applicable regulatory
authority(ies) and other records maintained by the Company and (e) The Securities and Exchange Board of India (Issue and
also the information provided by the Company, its officers, agents Listing of Debt Securities) Regulations, 2008 (Not
and authorized representatives during the conduct of secretarial applicable to the Company during the Audit period);
audit, we hereby report that in our opinion, the Company has,
during the financial year ended on March 31, 2020, complied (f) The Securities and Exchange Board of India (Registrars
with the statutory provisions listed hereunder and also that the to an Issue and Share Transfer Agents) Regulations, 1993
Company has proper Board processes and compliance mechanism regarding the Companies Act and dealing with client;
in place to the extent, in the manner and subject to reporting made
(g) The Securities and Exchange Board of India (Delisting of
hereinafter:
Equity Shares) Regulations, 2009 (Not applicable to the
We herewith report that maintenance of proper and updated Company during the Audit period);
Books, Papers, Minutes Books, filing of Forms and Returns with
(h) The Securities and Exchange Board of India (Buyback of
applicable regulatory authorities and maintaining other records
Securities) Regulations, 2018; and
is responsibility of management and of the Company. Our
responsibility is to verify the content of the documents produced (i) The Securities and Exchange Board of India (Listing
before us, make objective evaluation of the content in respect of Obligations and Disclosure Requirements) Regulations,
compliance and report thereon. We have examined on test check 2015;
basis, the Books, Papers, Minute Books, Forms and Returns filed and
other records maintained by the Company and produced before us (vi) We relied on the representation made by the Company and
for the financial year ended March 31, 2020, as per the provisions its Officers in respect of systems and mechanism formed /
of: followed by the Company for the compliance of the following
laws applicable specifically to the Company:
(i) The Companies Act, 2013 (‘the Act’) and the rules made
thereunder; 1. The Passports Act, 1967 and applicable Rules thereto.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and 2. IATA Guidelines for Agents.
the rules made thereunder;
We have also examined compliance with the applicable clauses of: Based on the representation made by the Company and its Officers
explaining to us in respect of internal systems and mechanisms
(i) Secretarial Standards issued by The Institute of Company established by the Company which ensures compliances of Acts,
Secretaries of India under the provisions of the Companies Act, Laws and Regulations applicable to the Company, we report
2013; and that there are adequate systems and processes in the Company
commensurate with the size and operations of the Company
(ii) The Listing Agreements entered into by the Company with
to monitor and ensure compliance with applicable laws, rules,
Stock Exchange(s).
regulations and guidelines.
Based on the aforesaid information provided by the Company, we
We further report that, during the audit period,
report that during the financial year under report, the Company has
complied with the provisions of the above mentioned Acts, Rules, a. The Hon’ble National Company Law Tribunal, Mumbai Bench
Regulations, Guidelines, Standards, etc. and we have no material and Bengaluru Bench vide its Order dt October 10, 2019 and
observation or instances of non compliance in respect of the same. November 7, 2019, respectively, approved and sanctioned
the Composite Scheme of Arrangement and Amalgamation
We further report that, during the Audit period, the Company
(‘Scheme’) amongst TC Forex Services Limited (Formerly
had credited INR 370,389.00 lying in unpaid dividend account to
known as Tata Capital Forex Limited), TC Travel Services
Investor Education and Protection Fund for the Financial year 2011
Limited (Formerly known as TC Travel and Services Limited),
and also transferred 97,009 Equity Shares to Investor Education and
SOTC Travel Management Private Limited (formerly known
Protection Fund. The Company has filed Form IEPF-1 with Ministry
as SITA Travels and Tours Private Limited), Travel Corporation
of Corporate Affairs and will file Form IEPF-4 once Form IEPF-1
(India) Limited, Quess Corp Limited and Thomas Cook (India)
taken on record by Ministry of Corporate Affairs.
Limited and their respective shareholders.
We further report that, during the Audit period, three of the
b. The investment of 71323496 equity shares of INR 10/- each
designated employees of the Company had dealt in equity shares
held by the Company in Quess Corp Limited stands cancelled
of the Company during non-transaction period notified as per the
pursuant to the Scheme. Accordingly, Thomas Cook India
Company’s Prevention of Insider Trading Code. The Company took
Limited is no longer shareholder of Quess Corp Limited.
necessary action in this regard.
c. The Board of Directors approved buyback of up to 2,60,86,956
We further report that:
fully paid-up equity shares of face value of INR 1/- each at a
The Board of Directors of the Company is duly constituted with price of INR 57.50 per equity share payable in cash.
proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the
For Keyul M. Dedhia & Associates
Board of Directors that took place during the period under review
Company Secretaries
were carried out in compliance with the provisions of the Act.
Unique ICSI Code Number: S2009MH120800
Adequate notice was given to all Directors about scheduled Board
Meetings, Agenda and detailed notes on agenda were sent at Keyul M. Dedhia
least seven days in advance, and a reasonable system exists for Proprietor
Board Members for seeking and obtaining further information FCS No: 7756 COP No: 8618
and clarifications on the agenda items before the meeting and for UDIN: F007756B000354993
meaningful participation at the meeting.
June 18, 2020, Mumbai.
Based on the representation made by the Company and its Officer,
we herewith report that majority decision is carried through and Note: This report is to be read with our letter of even date which is
proper system is in place which facilitates / ensure to capture and annexed as ‘ANNEXURE A’ and forms an integral part of this report.
record, the dissenting member’s views, if any, as part of the Minutes.

‘Annexure A’
To, 4. Wherever required, we have obtained the Management

The Members, representation about the compliance of laws, rules and
Thomas Cook (India) Limited regulations and happening of events etc.
Corporate Identity Number: L63040MH1978PLC020717
5. The compliance of the provisions of Corporate and other
Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai- 400 001.
applicable laws, Rules, Regulations, standards is the
Sub: Our report of even date is to be read along with this letter. responsibility of management. Our examination was limited
to the verification of process followed by Company to ensure
1. Maintenance of Secretarial records is the responsibility of the adequate Compliance on test-check basis.
management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit. 6. The Secretarial Audit Report is neither an assurance as to
the future viability of the Company nor of the efficacy or
2. We have followed the audit practices and processes as effectiveness with which the management has conducted the
were appropriate to obtain reasonable assurance about the affairs of the Company.
correctness of the contents of the Secretarial records. The
verification was done on test-check basis (by verifying records
as was made available to us) to ensure that correct facts are
reflected in secretarial records. We believe that the processes
Company Secretaries
and practices we follow provide a reasonable basis for our
opinion.
3. We have not verified the correctness and appropriateness of

Keyul M. Dedhia
financial records and Books of Accounts of the Company and
Proprietor
we have relied on Statutory Auditors’ independent assessment
FCS No: 7756 COP No: 8618
on the same.
UDIN: F007756B000354993
ANNEXURE 2
Annual Report On
Corporate Social Responsibility (Csr) Activities
1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference
to the web-link to the CSR policy and projects or Programmes:
The Company has set high ethical standards for all its dealings and believes in inspiring trust and confidence. With a strong belief that
we exist not only for doing good business, but equally for the betterment of society, the Company has implemented its CSR policy /
charter to focus on the following areas:
1. Education and Employability through its vocational education arm viz., Thomas Cook Centre of Learning (COL);
2. Health and Sanitation;
3. Rural / Tribal Area Development;
4. Contribution to Emergency Relief Funds.
During the financial year under review, the Company’s total expenditure on CSR activities stood at Rs. 63,57,908/-. The Company
undertook the following activities:
1. Through Project Dialysis – the Company’s flagship CSR initiative, funded and installed 68 dialysis machines and cumulatively
199 dialysis machines at 68 dialysis centres located in remote areas of Assam, Arunachal Pradesh, Meghalaya, Nagaland, Odisha,
Jammu & Kashmir, Ladakh, Himachal Pradesh, Uttar Pradesh, Uttarakhand, Chhattisgarh, Andhra Pradesh and Tamil Nadu where
there were no or limited dialysis infrastructure offering free/affordable dialysis for kidney failure patients.
2. The Company maintained the pre-installed prefabricated toilet units at Kandhal Road, Ooty (in line with Swachh Bharat Abhiyan).
The CSR policy is posted on the Company’s website and the weblink thereto is https://resources.thomascook.in/downloads/TCIL_
CORPORATE_SOCIAL_RESPONSIBILITY_POLICY_2.0.pdf
2. The Composition of the CSR Committee:
As on the date of this report, the constitution of the CSR Committee is as follows:
• Mrs. Kishori Udeshi, Non Executive Independent Director - Chairperson
• Mr. Mahesh Iyer, Executive Director and Chief Executive Officer – Member
• Mr. Sumit Maheshwari, Non Executive Director - Member
CSR Policy implementation is periodically reviewed and monitored by a two tiered Governance Structure comprising of:
i) Tier I – CSR Committee of the Board, and
ii) Tier II – CSR Steering Committee.
3. Average net profit of the company for last three financial years: Rs.12,71,58,151/-
4. Prescribed CSR Expenditure (Two per cent of the amount as in item 3 above)
As per the provisions of Section 135 of the Companies Act, 2013, read with the rules framed there under, the corpus amount to be spent
by the Company on CSR activities shall be at least 2% of the average net profits of the Company for the preceding three financial years,
which amounts to Rs.25,43,163/-.
5. Details of CSR spent during the financial year
a) The Total amount to be spent for the financial year was Rs.25,43,163/- against this the Company’s CSR spending was Rs.63,57,908/-
i.e. Rs.38,14,745/- was spent over and above the approved budget.
CSR- Project Dialysis
- Reached 16 Indian states
- Installed 514 total dialysis machines free to use at 98 dialysis centres
- Offered 3,15,177 free/ affordable dialysis sessions

b) Manner in which the amount spent during the fi nancial year is detailed below:
(1) (2) (3) (4) (5) (6) (7) (8)

Sr. CSR project or activity Projects or programs Sector in Amount outlay Amount spent Cumulative Amount
No identified (1) Local area or other which the (budget) project on the projects expenditure spent: Direct
(2) specify the state project is or programs or programs upto the or through
and district where covered wise (1) Direct reporting period implementing
projects or program was expenditure agency
undertaken on Projects or
programs
(2) Overhead
1 Project Dialysis Collaborating with Health and Rs 60,65,220 Direct Rs 2,01,88,248 Implementing
The project supports Government of India Sanitation Expenditure on Agency
the worthy cause of supporting Charitable Project 14, Fairfax India
creating a sustainable & Hospitals & Pradhan Rs 60,65,220 Charitable
free/affordable dialysis Mantri National Dialysis Foundation
access at remote areas Programme at Assam,
of India having limited Arunachal Pradesh,
dialysis infrastructure Meghalaya, Nagaland,
supporting the Odisha, Jammu &
marginalised Kashmir, Ladakh,
communities. Himachal Pradesh, Uttar
Pradesh, Uttarakhand,
Chhattisgarh, Andhra
Pradesh, Tamil Nadu
2 Swachh Bharat Abhiyan Ooty, Tamil Nadu Health and Rs 292687.2 Direct Rs 43,32,478.2 Implementing
Maintenance of pre- Sanitation Expenditure on Agency
installed prefabricated Project Fairfax India
toilet unit at Kandhal Rs 292687.2 Charitable
Road, Ooty Foundation
Total Rs 63,57,908 Rs 63,57,908 Rs 2,45,20,726
Details of implementing agency:
Fairfax India Charitable Foundation Trust: The Trust aids the dialysis ecosystem in India. It is focused towards creating an affordable
quality dialysis access programme in various remote parts of the country where there is limited dialysis access. The Company is one of
the settlors of the Trust along with Travel Corporation (India) Limited, SOTC Travel Limited and Fairbridge Capital Private Limited.
6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof,
the Company shall provide the reasons for not spending the amount in its Board report.
In the financial year 2019 – 20, the Company has spend five percent of the average net profits of the last three financial years, which is
more than two percent as prescribed under CSR regulations.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR
objectives and Policy of the Company.
We do hereby confirm that the facts and contents of this report are fair and correct.
We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR objectives and policy of the
Company.
For Thomas Cook (India) Limited
Mahesh Iyer Kishori Udeshi

Member Chairperson
CSR Committee CSR Committee
DIN: 07560302 DIN: 01344073
Place: Mumbai
Date: June 18, 2020
ANNEXURE 3
Form MGT-9
EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

1 CIN L63040MH1978PLC020717
2 Registration Date 21/10/1978
3 Name of the Company Thomas Cook (India) Limited
4 Category / Sub-Category of the Company Company limited by shares / Indian Non-Government Company
5 Address of the Registered office and contact details Thomas Cook Building,
Dr. D N Road, Fort,
Mumbai – 400 001
Maharashtra
Tel: +91 22 4242 7000
Fax: +91 22 2302 2864
Email id: sharedept@thomascook.in
Website: www.thomascook.in
6 Whether listed company Yes
7 Name, Address and Contact details of Registrar and Share TSR Darashaw Limited,
Transfer Agent 6-10, Haji Moosa Patrawala lndl. Estate,
20, Dr. E. Moses Road, Mahalaxmi,
Mumbai – 400 011
Tel: +91 22 6656 8484
Fax: +91 22 6656 8494
Email id: csg-unit@tsrdarashaw.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company are as under:-
Sr. Name and Description of main products / services NIC Code of the product/ % to total turnover of
No. service the Company*
1 Travel and Related Service (Activities of travel agents and tour 52291 & Division 79 87.01
operators)
2 Financial Service (Other financial service activities, except insurance 64990 12.99
and pension funding activities, n.e.c)
* The Company records net revenue in its books. Hence, the above percentage is with respect to net revenue and not turnover of the
Company
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sr. Name and Address of the Company CIN/GIN Holding/ Subsidiary of % of shares Applicable
No the Company held Section
1. Fairbridge Capital (Mauritius) Limited N.A. Holding 66.94 2(46)
Office 6, Level 1, Maeva Tower, Cybercity,
Ebene, Mauritius
2. Sterling Holiday Resorts Limited U63040TN1989PLC114064 Subsidiary 100.00 2(87)
Purva Primus, 4th Floor, 236,
Okihiyampettai,Old Mahabalipurem
Road,Thoraipakkam Thoraipakkam
Kancheepuram TN 600097
3. Sterling Holidays (Ooty) Limited U55102TN1989PLC018344 Step Down Subsidiary 98.00 2(87)
“Purva Primus”, 4th Floor,
No. 236, Okhiyampettai,
Old Mahabalipuram Road,
Thoraipakkam,
Chennai, 600 097, Tamil Nadu

4. Sterling Holiday Resorts U92490TN1987PLC014215 Step Down Subsidiary 98.00 2(87)
(Kodaikanal) Limited
Purva Primus”, 4th Floor,
No. 236, Okhiyampettai,
Old Mahabalipuram Road,
Thoraipakkam,
Chennai, 600 097, Tamil Nadu
5. Nature Trails Resorts Private Limited U55100MH2005PTC150901 Step Down Subsidiary 100.00 2(87)
Pinak Galaxy, B-602, Opposite Goenka
International School, Kapurbawdi
Junction, Ghodbunder Road, Thane West,
MH 400607
6. Indian Horizon Marketing Services U74999MH1989PLC054765 Subsidiary 100.00 2(87)
Limited
Torana Apts, Flat No. 4, Gr.Flr,Opp. Post &
Telegraphy Colony,Andheri Sahar Road,
Andheri-East Mumbai 400099
7. TC Tours Limited U63040MH1989PLC054761 Subsidiary 100.00 2(87)
Thomas Cook Building Dr. D. N. Road Fort
Mumbai 400001
8. Jardin Travel Solutions Limited U63090MH2015PLC267993 Subsidiary 100.00 2(87)
Thomas Cook Building Dr. D.N. Road, Fort
Mumbai 400001
9. Borderless Travel Services Limited U63090MH2015PLC267758 Subsidiary 100.00 2(87)
Thomas Cook Building Dr. D.N. Road, Fort
Mumbai 400001
10. Thomas Cook Lanka (Private) Limited N.A. Subsidiary 100.00 2(87)
No. 393 Union Place, Colombo 2, Sri Lanka
11. Luxe Asia (Private) Limited N.A. Step Down Subsidiary 100.00 2(87)
No. 393 Union Place, Colombo 02,
Sri Lanka
12. Thomas Cook (Mauritius) Holding N.A. Subsidiary 100.00 2(87)
Company Limited
C/O Executive services
2nd floor Jamalacs Building,
Rue du Vieux Conseil, Port Louis
13. Thomas Cook (Mauritius) Operations N.A. Step Down Subsidiary 100.00 2(87)
Company Limited
Ground Floor, Anglo Mauritius House, 4
Intendance Street, Port Louis, Mauritius
14. Thomas Cook (Mauritius) Holidays N.A. Step Down Subsidiary 100.00 2(87)
Limited
Ground Floor, Anglo Mauritius House, 4
Intendance Street,
Port Louis,11328 Mauritius
15. SOTC Travel Limited U63040MH2001PLC131691 Subsidiary 100.00 2(87)
(Formerly Known as SOTC Travel Private
Limited)
324, Dr. D.N. Road, Fort, Mumbai 400001
16. Travel Circle International (Mauritius) N.A. Subsidiary 100% 2(87)
Ltd.
IFS Court, Bank Street, Twenty Eight,
Cybercity, Ebene 72201, Mauritius
17. Travel Corporation (India) Limited U63040MH2001PLC131693 Subsidiary 100.00 2(87)
324, Dr. D.N. Road, Fort Mumbai- 400001
18. SITA World Travel (Nepal) Private Limited N.A. Step Down Subsidiary 63.32 2(87)
Jwagal, Kupondole, LalitpurPO Box
2656 Kathmandu, Nepal
19. SITA World Travel Lanka (Private) Limited N.A. Step Down Subsidiary 100.00 2(87)
118C Barnes Place, Colombo 07, Sri Lanka
20. TC Visa Services (India) Limited U63090MH2011PLC221429 Subsidiary 100.00 2(87)
324, Dr. D.N. Road Fort Mumbai 400001
21. Travel Circle International Limited N.A. Step Down Subsidiary 100.00 2(87)
(formerly known as Luxe Asia Travel
(China) Limited)
30/F, AXA Tower, Landmark East, 100 How
Ming Street, Kwun Tong, Kowloon, Hong
Kong
22. Horizon Travel Services LLC (USA) N.A. Step-down Subsidiary 100 2(87)
2711 Centerville Road, Suite 400,
Wilmington, New Castle Country,
Delaware 19808
23. Asian Trails Holding Ltd N.A. Step-down Subsidiary 80 2(87)
ABAX Corporate Services Ltd., 6/F Tower A,
1 CyberCity, Ebene, Republic of Mauritius
24. Asian Trails International Travel Services N.A. Step-down Subsidiary 80 2(87)
(Beijing) Ltd (formerly known as Kuoni
Destination Management (Beijing)
Limited)
Room 1401, Scitech Building, No 22
Jianguoman Outer Street, Chaoyang
District, Beijing
25. ATC Travel Services (Beijing) Limited N.A. Step down subsidiary 70 2(87)
1412 SciTech #22 Jianguomenwai Avenue
Chaoyang District Beijing China
26. Asian Trails Tours Limited N.A. Step-down Subsidiary 68 2(87)
No.(635-J), Yoma Yeiktha, Pyay Road,
Kamayut Township, Yangon
27. Asian Trails Co. Ltd N.A. Step-down Subsidiary 76 2(87)
No. 22, Street 294, P.O.Box 621, Sangkat
Boeng Keng Kong I, Khan Chamkarmorn,
Phnom Penh, Cambodia
28. AT Lao Co. Ltd N.A. Step-down Subsidiary 64* 2(87)
P.O. Box 5422, Unit 10, Ban Khounta
Thong, Sikhottabong District,Vientiane
City, Lao P.D.R
29. PT Asian Trails Limited N.A. Step-down Subsidiary 52.8 2(87)
Jl. Bypass Ngurah Rai No. 260 Sanur,
Denpasar, Bali – Indonesia 80228
30. Asian Trails SDN. BHD. N.A. Step-down Subsidiary 80 2(87)
SOHO Suites @ KLCC Block A2, Level
32-3A, No. 20, Jalan Perak, 50450 Kuala
Lumpur, Wilayah Persekutuan, Kuala
Lumpur
31. Asian Trails (Vietnam) Co., Ltd N.A. Step-down Subsidiary 56* 2(87)
193 Dinh Tien Hoang, Da Kao Ward,
district I, Ho Chi Minh
32. Asian Trails Limited N.A. Step-down Subsidiary 80* 2(87)
9th Floor, SG Tower, Soi Mahadlek Luang
3, Rajdamri Rd., Lumpini, Pathumwan,
Bangkok 10330, Thailand
33. Chang Som Limited N.A. Step-down Subsidiary 80 2(87)
9/F SG Tower, 161/1 Soi Mahadlek Luang
3, Rajdamri Rd., Lumpini, Pathumwan,
Bangkok 10330 Thailand.

34. Reem Tours & Travels LLC N.A. Step-down Subsidiary 100 2(87)
Office No. 306, 307, owned by Al Barsha
Real Estate, Al Barsha 1, Dubai, UAE
35. Gulf Dunes LLC N.A. Step-down Subsidiary 100 2(87)
Office No-305, Al Barsha Boutique Build,
Al Barsha 1, P.O BOX-124174-Dubai, U.A.E
36. Gulf Dunes Tourism LLC N.A. Step-down Subsidiary 100 2(87)
Villa No. 4321, Way No. 3054, Al Sarooj
Muscat Oman
37. Desert Adventures Tourism LLC N.A. Step-down Subsidiary 100 2(87)
Office No-301 to 304, Al Barsha Boutique
Build, Al Barsha 1, P.O BOX-25488-Dubai,
U.A.E
38. Muscat Desert Adventures Tourism LLC N.A. Step-down Subsidiary 100 2(87)
Villa No. 4321, Way No. 3054, Al Sarooj
Muscat Oman
39. Desert Adventures Tourism Limited N.A. Step-down Subsidiary 100 2(87)
5th floor Bassam Abbasi Bldg 142 Office
503 · Mecca Street · P.O. Box 3688 - ZIP
Code 11821 · Amman · Jordan
40. Kuoni Private Safaris (Pty) Ltd N.A. Step-down Subsidiary 100 2(87)
Ground Floor, Block 3, Northgate Park,
Corner Section & Platinum Drive Brooklyn,
Cape Town, 7405
41 Kuoni Private Safaris Namibia (Pty) N.A. Step-down Subsidiary 100 2(87)
Limited
61 Bismark Street, Windhoek Namibia
42 Private Safaris (East Africa) Limited N.A. Step-down Subsidiary 100 2(87)
2nd Floor, Oilibya Plaza, Muthaiga P.O. Box
16913, 00620, Muthaiga - Nairobi, Kenya
Oilibya Plaza, Muthaiga P.O. Box 16913,
00620 Muthaiga - Nairobi, Kenya
43 Kuoni Australia Holding Pty. Ltd N.A. Step-down Subsidiary 100 2(87)
Level 1, 28 Victoria Street, Carlton,
Victoria 3053 Australia
44 Australian Tours Management Pty Ltd N.A. Step-down Subsidiary 100 2(87)
Level 2, 200 Lygon Street, Carlton,
Victoria 3053 Australia
45. DEI Holdings Limited N.A. Step-down Subsidiary 51 2(87)
C/o Trident Trust Company (UAE) Limited,
P.O. Box 214745, Dubai, United Arab
Emirates
46. Digiphoto Entertainment Imaging LLC N.A. Step-down Subsidiary 51 2(87)
1406, Grosvenor Business Tower,P.O.Box-
114572,Tecom,Dubai,UAE
47. D E I General Trading LLC N.A. Step-down Subsidiary 51 2(87)
1406, Grosvenor Business Tower,P.O.Box-
114572,Tecom,Dubai,UAE
48. DIGI Photo Electronics Repairing LLC N.A. Step-down Subsidiary 51 2(87)
Shed No 8,Behind Grand Mall,Al Quoze
Industrial Area 1,P.O.Box 114572, Dubai,
UAE
49. Digiphoto Entertainment Imaging Pte N.A. Step-down Subsidiary 51 2(87)
Limited
Techplace 1, Blk 4012 #07-04, Ang Mo
Kio Avenue 10,
Singapore 569628
50. Digiphoto Entertainment Imaging SDN. N.A. Step-down Subsidiary 51 2(87)
BHD.
21.02, Level 21, Menara Am First, No.1,
Jalan 19/3, 46300 Petaling Jaya, Selangor,
Malaysia
51. PT. Digiphoto Imaging Indonesia N.A. Step-down Subsidiary 51 2(87)
Soho Capital@Podomoro City,16 Floor
Suite SC-1606A JL Letjen S. Parman
Kav 28 Tanjung Duren Selatan Grogol
Petamburan Jakarta Barat Dki Jakarta
11470
52. Digiphoto Entertainment Imaging Co. Ltd N.A. Step-down Subsidiary 51 2(87)
19 Thoedtai 77, Bangwa, Phasi-Charoen,
Bangkok 10160
53. Digiphoto Entertainment Imaging Ltd N.A. Step-down Subsidiary 51 2(87)
Room 07, 2/F, Fat Lee Building, 17 Hung To
Road Kwun Tong, Hong Kong
54. Digiphoto Imaging (Macau) Limited N.A. Step-down Subsidiary 51 2(87)
Calcada de Santo Agostinho, n.o 19, 7.o
andar, Macau
55. Digiphoto Entertainment Image N.A. Step-down Subsidiary 51 2(87)
(Shanghai) Co. Limited
Room 71B, 1st Floor, Building No.6, 4299
Jindu Road, Minhang District, Shanghai,
China
56. Digiphoto SAE N.A. Step-down Subsidiary 51 2(87)
C/o - Abdallah Shalash & Co, 18 El Obour
Buildings, 9th Floor, Salah Salem Street.
11371, Nasr City, Cairo, Egypt
57. DEI Solutions Limited N.A. Step-down Subsidiary 51 2(87)
C/o - MITCO Corporates Services Ltd,
4th Floor Ebene Skies , Rue de l' Institut,
Ebene, Mauritius
58. BDC Digiphoto Imaging Solutions Private U74900MH2009PTC197972 Subsidiary 51 2(87)
Limited
1701/1702, Level 17, G square business
park, Sector-30A, Sanpada, Navi Mumbai
Thane MH 400703 IN
59. Digiphoto Entertainment Imaging LLC N.A. Step-down Subsidiary 51 2(87)
(USA)
4401 Vineland Road Suite A-7 Orlando,
FL 32811 United States
60. Thomas Cook IN Destination Management N.A. Step-down Subsidiary 98* 2(87)
(Thailand) Limited
No. 161/1 SG Tower, 5th Floor, Room No.
505, Soi Mahadlek Luang 3, Rajdamri
Road, Lumpini Sub-district, Pathumwan
District, Bangkok, Thailand
61. Asian Trails Singapore Pte. Ltd. N.A. Step-down Subsidiary 100 2(87)
105 Cecil Street, #22-00 The Octagon,
069534, Singapore
Note: The above list does not include associate(s) and subsidiary(ies) of the associate company(ies); the associate company(ies) of the
subsidiary(ies)
*Percentage above reflects dividend rights held in the Company.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding

Category of Shareholers No.of Shares held at the beginning of the year .i.e No.of Shares held at the end of the year .i.e %
01.04.2019 31.03.2020 Change
during
Demat Physical Total % of Demat Physical Total % of
the year
Total Total
Shares Shares
(A) Promoters
(a) Individuals / Hindu - - - - - - - - -
Undivided Family
(b) Central Government / - - - - - - - - -
State Governments(s)
(c) Bodies Corporate - - - - - - - - -
(d) Financial Institutions / - - - - - - - - -
Banks
(e) Any Other (Specify) - - - - - - - - -
Sub-Total (A) (1) - - - - - - - - -
(2) Foreign
(a) Individuals (Non-Resident - - - - - - - - -
Individuals / Foreign
Individuals)
(b) Bodies Corporate 24,81,53,725 - 24,81,53,725 66.94 24,81,53,725 - 24,81,53,725 65.60 (1.34)
(c) Institutions - - - - - - - - -
(d) Qualified Foreign Investor - - - - - - - - -
(e) Any Other (specify) - - - - - - - - -
Sub-Total (A) (2) 24,81,53,725 - 24,81,53,725 66.94 24,81,53,725 - 24,81,53,725 65.60 (1.34)
Total Shareholding of Promoter 24,81,53,725 - 24,81,53,725 66.94 24,81,53,725 - 24,81,53,725 65.60 (1.34)
and Promoter Group (A)
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI 4,87,87,573 8,460 4,87,96,033 13.16 5,29,74,201 8,460 5,29,82,661 14.01 0.84
(b) Financial Institutions / 1,00,299 8,900 1,09,199 0.03 51,112 8,900 60,012 0.02 (0.01)
Banks
(c) Cental Government / State - - - - - - - - -
Governments(s)
(d) Venture Capital Funds - - - - - - - - -
(e) Insurance Companies 94,80,433 - 94,80,433 2.56 64,14,762 - 64,14,762 1.70 (0.86)
(f) Foreign Institutional - 2,445 2,445 0.00 - 2,445 2,445 0.00 0.00
Investors
(g) Foreign Venture Capital - - - - - - - - -
Investors
(h) Qualified Foreign Investor - - - - - - - - -
(i) Foreign Portfolio Investors 1,40,76,817 - 1,40,76,817 3.80 94,92,312 - 94,92,312 2.51 (1.29)
(Corporate)
(j) Any Other (specify)
Sub-Total (B) (1) 7,24,45,122 19,805 7,24,64,927 19.55 6,89,32,387 19,805 6,89,52,192 18.23 (1.32)
(2) Non-Institutions
(a) Bodies Corporate
(i) Indian 49,05,025 60,883 49,65,908 1.34 54,79,465 59,753 55,39,218 1.46 0.12
(ii) Overseas - - - - - - - - -
(b) Individuals - -
i Individual shareholders 3,11,48,243 24,41,215 3,35,89,458 9.06 3,27,72,881 21,86,309 3,49,59,190 9.24 0.18
holding nominal share
capital upto Rs. 1 lakh
Category of Shareholers No.of Shares held at the beginning of the year .i.e No.of Shares held at the end of the year .i.e %
01.04.2019 31.03.2020 Change
during
Demat Physical Total % of Demat Physical Total % of
the year
Total Total
Shares Shares
ii Individual shareholders 64,23,334 - 64,23,334 1.73 74,15,070 - 74,15,070 1.96 0.23
holding nominal share
capital in excess of Rs.
1 lakh
(c) Qualified Foreign Investor - - - - - - - - -
(d) Alternate Investment Fund 35,84,167 - 35,84,167 0.97 43,17,635 - 43,17,635 1.14 0.17
(e) Any Other
(i) Trust 12,476 6,000 18,476 0.00 11,930 6,000 17,930 0.00 0.00
(ii) Directors & their relatives 10,71,819 - 10,71,819 0.29 10,79,319 - 10,79,319 0.29 0.00
(iii) Unclaimed or Suspense or 22,500 - 22,500 0.01 12,070 - 12,070 0.00 0.00
Escrow Account
(iv) NBFC 1,07,165 - 1,07,165 0.03 49,180 - 49,180 0.01 (0.02)
(v) IEPF 3,26,829 - 3,26,829 0.09 4,23,838 - 4,23,838 0.11 0.02
(vi) Employee Benefit Trust - - - - 73,56,122 - 73,56,122 1.94 1.94
(IDBI Trusteeship Services
Limited)
Sub-total (B) (2) 4,76,01,558 25,08,098 5,01,09,656 13.52 5,89,17,510 22,52,062 6,11,69,572 16.17 2.65
Total Public Shareholding (B) = 12,00,46,680 25,27,903 12,25,74,583 33.06 12,78,49,897 13,01,21,764 34.30 1.34
(B)(1)+(B)(2) 22,71,867
TOTAL (A)+(B) 36,82,00,405 25,27,903 37,07,28,308 100.00 37,60,03,622 22,71,867 37,82,75,489 100.00 0.00
(C) Shares held by Custodians
and against which
Depository Receipts have
been issued
(1) Promoter and Promoter - - - - - - - - -
Group
(2) Public - - - - - - - - -
GRAND TOTAL (A)+(B)+(C) 36,82,00,405 25,27,903 37,07,28,308 100.00 37,60,03,622 22,71,867 37,82,75,489 100.00 0.00
ii. Shareholding of Promoters

Sr. Shareholder's Name Shareholding at the beginning of the year i.e. Shareholding at the end of the year i.e. % change in
No 01.04.2019 31.03.2020 shareholding
during the
No. of shares % of total % of shares No. of shares % of total % of shares year
shares of the Pledged / shares of the Pledged /
Company encumbered to Company encumbered to
total shares total shares
1 Fairbridge Capital 248153725 66.94 0.00 248153725 65.60* 0.00 (1.34)

(Mauritius) Limited
Total 248153725 66.94 0.00 248153725 65.60 0.00 (1.34)
*The reason for decrease in percentage of total shares held by promoter is due to increase in paid-up share equity share capital of the
company on account of allotment of equity shares to employees under various Employee Stock Option Schemes.
iii. Change in Promoters’ Shareholding: No Change

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sl. Name of the Shareholding at the beginning of Date Reason Purchase of Shares/Sale Cummlative Shares
No Shareholder the year as on 01.04.2019 of Shares in Shareholding during the year
No of Shares % of total Shares No of Shares % of No of Shares % of
of the Company total total
shares shares
of the of the
company company
1 2,81,38,762 7.59 2,81,38,762 7.44
Aditya Birla Sun Life
05.04.2019 Sale of Shares -33,600 -0.01 2,81,05,162 7.43
Trustee Private
05.04.2019 Purchase of Shares 1,69,200 0.04 2,82,74,362 7.47
19.04.2019 Purchase of Shares 54,000 0.01 2,84,69,662 7.53
10.05.2019 Sale of Shares -41,443 -0.01 2,87,80,378 7.61
19.07.2019 Sale of Shares -30,000 -0.01 3,03,99,356 8.04
30.08.2019 Sale of Shares -34,000 -0.01 3,15,98,723 8.35
20.09.2019 Sale of Shares -1,16,507 -0.03 3,15,16,216 8.33
24.01.2020 Sale of Shares -6,07,296 -0.16 3,10,25,427 8.20
31.03.2020 At the end of the year - - 3,16,32,723 8.36
2 Icici Prudential 1,05,80,969 2.85 1,05,80,969 2.80
Mutual Fund 05.04.2019 Sale of Shares -5,45,789 -0.14 1,00,35,180 2.65
12.04.2019 Sale of Shares -63,075 -0.02 99,72,105 2.64
19.04.2019 Sale of Shares -29,144 -0.01 99,42,961 2.63
26.04.2019 Sale of Shares -76,851 -0.02 98,66,110 2.61
17.05.2019 Purchase of Shares 124 0.00 98,66,234 2.61
05.07.2019 Sale of Shares -5,043 0.00 98,61,253 2.61
22.07.2019 Purchase of Shares 19,507 0.01 98,80,822 2.61
26.07.2019 Sale of Shares -12,078 0.00 98,68,744 2.61
01.08.2019 Sale of Shares -1,04,325 -0.03 97,64,419 2.58
shares shares
of the of the
company company
06.12.2019 Sale of Shares -1,007 0.00 98,01,933 2.59
13.12.2019 Sale of Shares -3,28,365 -0.09 94,73,568 2.50
20.12.2019 Sale of Shares -2,40,614 -0.06 92,32,954 2.44
27.12.2019 Sale of Shares -2,12,674 -0.06 90,20,280 2.38
31.01.2020 Sale of Shares -70,345 -0.02 89,49,935 2.37
13.03.2020 Purchase of Shares 1,00,000 0.03 90,75,475 2.40
31.03.2020 At the end of the year - - 90,75,475 2.40
3 Idbi Trusteeship 0 0.00 0 0.00
Services Ltd 06.12.2019 Purchase of Shares 73,56,122 1.94 73,56,122 1.94
4 Reliance Capital 43,41,813 1.17 43,41,813 1.15
Trustee Company 05.04.2019 Sale of Shares 986 0.00 43,42,799 1.15
Limited A/C Reliance
Growth Fund 12.04.2019 Purchase of Shares 2,232 0.00 43,45,031 1.15
10.05.2019 Sale of Shares -6,002 0.00 43,40,317 1.15
14.06.2019 Sale of Shares -155 0.00 43,45,234 1.15
28.06.2019 Sale of Shares -20 0.00 43,45,555 1.15
05.07.2019 Sale of Shares -1,15,513 -0.03 42,30,042 1.12
12.07.2019 Sale of Shares -8,08,289 -0.21 34,22,663 0.90
19.07.2019 Sale of Shares -1,40,389 -0.04 32,82,664 0.87
26.07.2019 Sale of Shares -57,691 -0.02 32,25,898 0.85
01.08.2019 Sale of Shares -33,486 -0.01 31,92,682 0.84
02.08.2019 Sale of Shares -2,66,845 -0.07 29,25,865 0.77
09.08.2019 Sale of Shares -73,971 -0.02 28,51,894 0.75

shares shares
of the of the
company company
27.09.2019 Sale of Shares -20,479 -0.01 28,51,894 0.75
5 Icici Prudential Life 74,17,277 2.00 74,17,277 1.96
Insurance Company 05.04.2019 Purchase of Shares 10,72,685 0.28 84,89,962 2.24
Ltd
14.08.2019 Sale of Shares -2,26,023 -0.06 91,11,530 2.41
16.08.2019 Sale of Shares -75,066 -0.02 90,36,464 2.39
23.08.2019 Sale of Shares -6,08,467 -0.16 84,27,997 2.23
26.08.2019 Sale of Shares -5,07,290 -0.13 79,20,707 2.09
28.08.2019 Sale of Shares -4,35,403 -0.12 74,85,304 1.98
30.08.2019 Sale of Shares -2,36,743 -0.06 72,48,561 1.92
06.09.2019 Sale of Shares -77,913 -0.02 71,70,648 1.90
13.09.2019 Sale of Shares -1,33,292 -0.04 70,37,356 1.86
20.09.2019 Sale of Shares -7,327 0.00 70,30,029 1.86
27.09.2019 Sale of Shares -6,46,507 -0.17 63,83,522 1.69
30.09.2019 Sale of Shares -2,26,027 -0.06 61,57,495 1.63
04.10.2019 Sale of Shares -37,366 -0.01 61,20,129 1.62
18.10.2019 Sale of Shares -950 0.00 61,19,179 1.62
08.11.2019 Sale of Shares -2,71,765 -0.07 58,47,414 1.55
15.11.2019 Sale of Shares -2,212 0.00 58,45,202 1.55
22.11.2019 Sale of Shares -1,15,099 -0.03 57,30,103 1.51
29.11.2019 Sale of Shares -1,16,196 -0.03 56,13,907 1.48
03.01.2020 Sale of Shares -6,000 0.00 56,07,907 1.48
10.01.2020 Sale of Shares -11,439 0.00 55,96,468 1.48
17.01.2020 Sale of Shares -56,025 -0.01 55,40,443 1.46
24.01.2020 Sale of Shares -362 0.00 55,40,081 1.46
31.01.2020 Sale of Shares -99,662 -0.03 54,40,419 1.44
07.02.2020 Sale of Shares -5,21,240 -0.14 49,19,179 1.30
14.02.2020 Sale of Shares -42,080 -0.01 48,77,099 1.29
21.02.2020 Sale of Shares -3,38,580 -0.09 45,38,519 1.20
13.03.2020 Sale of Shares -80,607 -0.02 44,57,912 1.18
20.03.2020 Sale of Shares -36,306 -0.01 44,21,606 1.17
shares shares
of the of the
company company
6 Sundaram Mutual 6,82,464 0.18 6,82,464 0.18
Fund A/C Sundaram 12.07.2019 Purchase of Shares 7,79,134 0.21 14,61,598 0.39
Value Fund Series
01.08.2019 Sale of Shares -31,000 -0.01 14,30,598 0.38
7 India Whizdom 31,01,350 0.84 31,01,350 0.82
Fund 18.10.2019 Sale of Shares -84,947 -0.02 30,16,403 0.80
8 Tata Large And Mid 38,80,700 1.05 38,80,700 1.03
Cap Fund 14.08.2019 Purchase of Shares 3,20,000 0.08 42,00,700 1.11
14.08.2019 Sale of Shares -3,14,623 -0.08 44,71,077 1.18
20.03.2020 Sale of Shares -18,00,000 -0.48 26,71,077 0.71
9 Tata Aia Life 20,53,501 0.55 20,53,501 0.54
Insurance Co Ltd- 28.02.2020 Sale of Shares -70,000 -0.02 19,83,501 0.52
Whole Life Mid Cap
Equity Fund-Ulif 31.03.2020 At the end of the year - - 19,83,501 0.52
10 Ramesh 23,73,852 0.64 23,73,852 0.63

Ramanathan 15.11.2019 Sale of Shares -4,00,000 -0.11 19,73,852 0.52
11 Vanguard Total 12,50,105 0.34 12,50,105 0.33
International Stock 26.04.2019 Sale of Shares -32,646 -0.01 12,17,459 0.32
Index Fund
12 Kotak Mahindra 13,31,270 0.36 13,31,270 0.35
(International) 10.05.2019 Sale of Shares -79,752 -0.02 12,51,518 0.33
Limited
17.05.2019 Sale of Shares -21,430 -0.01 12,30,088 0.33
24.05.2019 Sale of Shares -62,214 -0.02 11,67,874 0.31
31.05.2019 Sale of Shares -1,35,368 -0.04 10,32,506 0.27
28.02.2020 Sale of Shares -6,00,000 -0.16 4,32,506 0.11
13 Government 16,83,559 0.45 16,83,559 0.45
Pension Fund Global 24.01.2020 Sale of Shares -10,00,000 -0.26 6,83,559 0.18
31.01.2020 Sale of Shares -45,118 -0.01 6,38,441 0.17
07.02.2020 Sale of Shares -51,931 -0.01 5,86,510 0.16
14.02.2020 Sale of Shares -2,237 0.00 5,84,273 0.15
21.02.2020 Sale of Shares -29,743 -0.01 5,54,530 0.15
28.02.2020 Sale of Shares -2,94,530 -0.08 2,60,000 0.07
06.03.2020 Sale of Shares -2,60,000 -0.07 0 0.00
31.03.2020 At the end of the year - - 0 0.00

shares shares
of the of the
company company
14 The Board Of 13,18,808 0.36 13,18,808 0.35
Regents Of The 17.05.2019 Sale of Shares -68,945 -0.02 12,49,863 0.33
University Of Texas
System - Ut Saga 24.05.2019 Sale of Shares -30,610 -0.01 12,19,253 0.32
Tree Llc 31.05.2019 Sale of Shares -1,57,681 -0.04 10,61,572 0.28
07.06.2019 Sale of Shares -13,096 0.00 10,48,476 0.28
14.06.2019 Sale of Shares -12,580 0.00 10,35,896 0.27
21.06.2019 Sale of Shares -85,433 -0.02 9,50,463 0.25
28.06.2019 Sale of Shares -28,065 -0.01 9,22,398 0.24
05.07.2019 Sale of Shares -59,786 -0.02 8,62,612 0.23
23.08.2019 Sale of Shares -1,11,174 -0.03 7,51,438 0.20
11.10.2019 Sale of Shares -63,693 -0.02 6,87,745 0.18
18.10.2019 Sale of Shares -86,224 -0.02 6,01,521 0.16
25.10.2019 Sale of Shares -1,48,101 -0.04 4,53,420 0.12
01.11.2019 Sale of Shares -2,88,916 -0.08 1,64,504 0.04
08.11.2019 Sale of Shares -1,64,504 -0.04 0 0.00
15 Bright Star 11,84,400 0.32 11,84,400 0.31
Investments Pvt Ltd 18.10.2019 Sale of Shares -1,18,181 -0.03 10,66,219 0.28
25.10.2019 Sale of Shares -3,89,932 -0.10 6,76,287 0.18
01.11.2019 Sale of Shares -6,76,287 -0.18 0 0.00
v. Shareholding of Directors and Key Managerial Personnel

Sr. Name of the Shareholding at the Date Reason Purchase of Shares/ Cumulative Shares during
No. Shareholder beginning of the year as on Decrease in Shareholding the year
01.04.2019
No of Shares % of total No of Shares % of total No of Shares % of total
Shares shares shares
of the of the of the
Company company* company*
1 Mr. Madhavan Menon 810054 0.22 810054 0.21
- No Change 0 0.00 810054 0.21
2 Mr. Mahesh Iyer 2,51,270 0.07 2,51,270 0.07
13.12.2019 Purchase of shares 7500 0.00 2,58,770 0.07
3 Mr. Chandran 0 0.00 0 0.00
Ratnaswami
- No Change 0 0.00 0 0.00
4 Mr. Sumit Maheshwari 0 0.00 0 0.00
- No Change 0 0.00 0 0.00
5 Mr. Nilesh Vikamsey 0 0.00 0 0.00
- No Change 0 0.00 0 0.00
6 Mr. Pravir Kumar 10,495 0.00 10,495 0.00
Vohra
- No Change 0 0.00 0 0.00
31.03.2020 At the end of the year - - 10,495 0.00
Sr. Name of the Shareholding at the Date Reason Purchase of Shares/ Cumulative Shares during
No. Shareholder beginning of the year as on Decrease in Shareholding the year
01.04.2019
No of Shares % of total No of Shares % of total No of Shares % of total
Shares shares shares
of the of the of the
Company company* company*
7 Mrs. Kishori Udeshi 0 0.00 0 0.00
- No Change 0 0.00 0 0.00
8 Mr. Sunil Mathur 0 0.00 0 0.00
- No Change 0 0.00 0 0.00
9 Mr. Brijesh Modi 0 0.00 0 0.00
13.12.2019 Purchase of shares 2000 0.00 2000 0.00
10 Mr. Amit Jyotindra 23,932 0.01 23,932 0.01
Parekh
V. INDEBTEDNESS
(Amount in Rs.)
Particulars Secured Loans Unsecured Loans Deposit Total
excluding
Deposits
Indebtedness at the beginning of the financial year
1) Principal Amount - 324,158,511 - 324,158,511
2) Interest due but not paid - - - -
3) Interest accrued but not due - 18,438 - 18,438
Total (1+2+3) - 324,176,949 - 324,176,949
Change in Indebtedness during the financial year
Principal Amount
(+) Addition - 669,486,667 - 669,486,667
(-) Reduction - (135,038,767) - (135,038,767)
Interest Accrued But not Due
(+) Addition - 35,88,624 - 35,88,624
(-) Reduction - (18,438) - (18,438)
Interest Due But not Paid
(+) Addition - - - -
(-) Reduction - - - -
Net change - 538,018,085 - 538,018,085
Indebtedness at the end of the financial year
1) Principal Amount - 858,606,411 - 858,606,411
2) Interest due but not paid - - - -
3) Interest accrued but not due - 35,88,624 - 35,88,624
Total (1+2+3) - 862,195,034 - 862,195,034

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in Rs.)
Sr. Particulars of Remuneration Madhavan Menon, Mahesh Iyer, Total amount
No. Chairman & Executive Director
Managing Director and Chief Executive
Officer
1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of 2,10,04,475 1,48,30,405 3,58,34,880

the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act,1961 33,05,611 11,69,653 44,75,264
(c) Profits in lieu of salary under section 17(3) Income- - -
tax Act, 1961
2 Sweat Equity - -
3 Commission - -
(i) As % of Profit
(ii) Others, specify
Others, please specify - -
4
Provident Fund 11,92,006 6,17,884 18,09,890
Performance Bonus 3,50,00,000 1,68,00,000 5,18,00,000
Total 6,05,02,092 3,34,17,942 9,39,20,034
Stock Options Exercised Nil Nil
Ceiling as per the Companies Act, 2013 As per the provisions of the
Companies Act, 2013
B. Remuneration to other Directors (Non Executive Directors):

(Amount in Rs.)
Sr. Particulars of Remuneration Fee for attending Commission Others, please Total Amount
No. Board /Committee specify
1 Independent Directors
Mrs. Kishori Udeshi 23,75,000 13,61,381 - 37,36,381
Mr. Pravir Kumar Vohra 24,00,000 13,61,381 - 37,61,381
Mr. Nilesh Vikamsey 18,25,000 13,61,381 - 31,86,381
Mr. Sunil Mathur 23,25,000 13,61,381 - 36,86,381
Total (1) 89,25,000 54,45,524 - 1,43,70,524
2 Other Non Executive Directors
Mr. Chandran Ratnaswami* - - - -
Mr. Sumit Maheshwari* - - - -
Total (2) - - - -
Total (B)=(1+2) 89,25,000 54,45,524 - 1,43,70,524
Total Managerial Remuneration 89,25,000 54,45,524 - 1,43,70,524
Overall Ceiling as per the As per the provisions of the Companies Act, 2013
Companies Act, 2013
Note:
*Mr. Chandran Ratnaswami and Mr. Sumit Maheshwari have waived their entitlement to their share of commission and sitting Fees
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
(Amount in Rs.)
Sr. Particulars of Remuneration Key Managerial Personnel
No.
Brijesh Modi, Amit Parekh, Total amount
Chief Financial Company Secretary
Officer and Compliance
Officer
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of
83,83,451 46,23,332 1,30,06,783
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act,1961 24,92,075 10,000 25,02,075
(c) Profits in lieu of salary under section 17(3) Income-
- -
tax Act, 1961
2 Sweat Equity - -
Commission - -
3
(i) As % of Profit
(ii) Others, specify
4 Others - -
Provident Fund 5,52,107 1,79,926 7,32,033
Performance Bonus 49,74,201 4,12,968 53,87,169
Total 1,64,01,834 52,26,226 2,16,28,060
5 Stock Option Exercised - -
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (Under Companies Act, 2013):
There were no penalties, punishment or compounding of offences during the year ended 31st March, 2020
FOR AND ON BEHALF OF THE BOARD

Chairman & Managing Director Executive Director and Chief Executive Officer
DIN: 00008542 DIN: 07560302
Place: Mumbai
Dated: June 18, 2020

Annexure 4
Companies which became/ceased to be Company’s subsidiaries, Joint venture or Associate

Companies as per the provisions of the Companies Act, 2013.
I. Companies/ Bodies Corporate which have become Subsidiaries, Joint venture or Associate Companies during the financial year 2019-20:
Sr. No. Name of the Company

1. Digiphoto Entertainment Imaging LLC (USA)
2. Thomas Cook IN Destination Management (Thailand) Limited
3. BDC Digiphoto Imaging Solutions Private Limited
4. Asian Trails Singapore Pte. Ltd.
II. Companies/ Bodies Corporate which have ceased to be Subsidiaries, Joint venture or Associate Companies during the financial year
2019-20:
Sr. No. Name of the Company

1 Travel Corporation (India) Limited
2 TC Forex Services Limited
3 TC Travel Services Limited
4 Quess Corp Limited
Note:
i. Aforesaid Companies ceased to be subsidiaries/Associate of the Company on account of Composite Scheme of Arrangement and
Amalgamation.
ii. This annexure does not include associate(s) and subsidiary(ies) of the associate company(ies); the associate company(ies) of the
subsidiary(ies).

DIN: 00008542 DIN: 07560302
Place: Mumbai
ANNEXURE 5
PARTICULARS OF DIRECTORS AND 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as follows:
(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20:
Names of Directors Designation Ratio to median remuneration
Mr. Madhavan Menon Chairman and Managing Director 133.2
Mr. Chandran Ratnaswami #
Non Executive Director -
Mrs. Kishori Udeshi Non Executive Independent Director 8
Mr. Pravir Kumar Vohra Non Executive Independent Director 8.06
Mr. Nilesh Vikamsey Non Executive Independent Director 6.83
Mr. Sunil Mathur Non Executive Independent Director 7.90
Mr. Sumit Maheshwari# Non Executive Director -
Mr. Mahesh Iyer Executive Director and Chief Executive Officer 74.41
#
Mr. Chandran Ratnaswami and Mr. Sumit Maheshwari waived their entitlement to their share of commission and sitting fees
(b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,
if any, in the financial year 2019-20 vis-a-vis the previous financial period 2018-19:
Director, Chief Financial Officer, Designation % increase in remuneration in
Chief Executive Officer and financial year
Company Secretary
Mr. Madhavan Menon Chairman and Managing Director -1% (including PLVB)
Mr. Mahesh Iyer Executive Director and Chief Executive Officer -5% (including PLVB)
Mr. Chandran Ratnaswami Non-Executive Director -
Mr. Sumit Maheshwari Non-Executive Director -
Mrs. Kishori Udeshi^ Non-Executive Independent Director -24.46%
Mr. Pravir Kumar Vohra^ Non-Executive Independent Director -20.58%
Mr. Nilesh Vikamsey^ Non Executive Independent Director -26.09%
Mr. Sunil Mathur^ Non Executive Independent Director -17.55%
Mr. Amit J. Parekh Company Secretary and Compliance Officer -4% (including PLVB)
Mr. Brijesh Modi Chief Financial Officer 13% (including PLVB and Perks)
^The decrease in remuneration is on account of lesser number of meetings as compared to previous year
PLVB: Performance Linked Variable Bonus
(c) Percentage increase in the median remuneration of employees in the financial year 2019-20: -2%
(d) Number of permanent employees on the rolls of Company: 2638
(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration:
During the financial year, average increases in salaries of employees was NIL and average increase in managerial salaries was NIL. This
was based on recommendation of the Nomination and Remuneration Committee as per industry benchmark and the market conditions
(f) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the Nomination cum Remuneration Policy of the Company.

DIN: 00008542 DIN: 07560302
Place: Mumbai

ANNEXURE – 6
Dividend Distribution Policy Of Thomas Cook (India) Limited
The Board of Directors (the “Board”) of Thomas Cook (India) Limited 3. GENERAL POLICY OF THE COMPANY AS REGARDS DIVIDEND
(the “Company”) has adopted the Dividend Distribution Policy
The general considerations of the Company for taking decisions
(the “Policy”) of the Company as required in terms of Regulation
with regard to dividend payout or retention of profits shall be
43A of the SEBI (Listing Obligations and Disclosure Requirements)
as following-
Regulations, 2015 (the “Listing Regulations”) in its meeting held on
26th October, 2016. 1. Subject to the considerations as provided in the Policy,
the Board shall determine the dividend payout in a
1. EFFECTIVE DATE
particular year after taking into consideration the
The Policy shall become effective from the date of its adoption operating and financial performance of the Company, the
by the Board i.e. 26th October, 2016. advice of executive management including the CFO, and
other relevant factors.
2. PURPOSE, OBJECTIVES AND SCOPE
2. The Board may also, where appropriate, aim at distributing
The Securities and Exchange Board of India (“SEBI”) vide its
dividends in kind, subject to applicable law, in form of
Notification dated July 08, 2016 has amended the Listing
fully or partly paid shares or other securities.
Regulations by inserting Regulation 43A in order to make
it mandatory to have a Dividend Distribution Policy in place 4. CONSIDERATIONS RELEVANT FOR DECISION OF DIVIDEND PAY-
by the top five hundred listed companies based on their OUT
market capitalization calculated as on the 31st day of March
The Board shall consider the following, while taking decisions
of every year. Considering the provisions of the aforesaid
of a dividend payout during a particular year-
Regulation 43A, the Board of Directors (the “Board”) of the
Company recognizes the need to lay down a broad framework Statutory requirements
for considering decisions by the Board of the Company, with
The Company shall observe the relevant statutory requirements
regard to distribution of dividend to its shareholders and/ or
including those with respect to mandatory transfer of a certain
retaining or plough back of its profits. The Policy also sets out
portion of profits to any specific reserve such as Debenture
the circumstances and different factors for consideration by
Redemption Reserve, Capital Redemption Reserve etc. as
the Board at the time of taking such decisions of distribution or
provided in the Companies Act, 2013, which may be applicable
of retention of profits, in the interest of providing transparency
to the Company at the time of taking decision with regard to
to the shareholders.
dividend declaration or retention of profit.
The Policy is not an alternative to the decision of the Board for
Agreements with lending institutions/ Debenture Trustees
recommending dividend, which is made every year after taking
into consideration all the relevant circumstances enumerated The decision of dividend pay-out shall also be affected by the
hereunder or other factors as may be decided as relevant by restrictions and covenants contained in the agreements as
the Board. may be entered into with the lenders of the Company from
time to time.
Declaration of dividend on the basis of parameters in addition
to the elements of this Policy or resulting in amendment of Proposals for major capital expenditures etc.
any element or the Policy will be regarded as deviation. Any
such deviation on elements of this Policy in extraordinary In addition to plough back of earnings on account of
circumstances, when deemed necessary in the interests of depreciation, the Board may also take into consideration
the Company, along with the rationale will be disclosed in the the need for replacement of capital assets, expansion and
Annual Report by the Board of Directors. modernization or augmentation of capital stock, including any
major capital expenditure proposals.
The Policy shall not apply to:
Expectations of major stakeholders, including small
• Determination and declaring dividend on preference shareholders
shares as the same will be as per the terms of issue
approved by the shareholders; The Board, while considering the decision of dividend pay-
out or retention of a certain amount or entire profits of the
• Distribution of dividend in kind, i.e. by issue of fully or Company, shall, as far as possible, consider the expectations of
partly paid bonus shares or other securities, subject to the major stakeholders including the small shareholders of the
applicable law; Company who generally expects for a regular dividend payout.
• Distribution of cash as an alternative to payment of
dividend by way of buyback of equity shares.
5. FACTORS THAT MAY AFFECT DIVIDEND PAYOUT 2. The dividend as recommended by the Board shall be
approved/declared at the annual general meeting of the
External Factors Company.
Taxation and other regulatory concern 3. The payment of dividends shall be made within 30 days
Dividend distribution tax or any tax deduction at source as from the date of declaration to the shareholders entitled
required by applicable tax regulations in India, as may be to receive the dividend on the record date/book closure
applicable at the time of declaration of dividend. period as per the applicable law.
Any restrictions on payment of dividends by virtue of any In case of interim dividend

regulation as may be applicable to the Company at the time of 1. Interim dividend, if any, shall be declared by the Board.
declaration of dividend.
2. Before declaring interim dividend, the Board shall
Product/ market expansion plan consider the financial position of the Company that
The Company’s growth oriented decision to conserve cash in allows the payment of such dividend.
the Company for future expansion plan impacts shareholders 3. The payment of dividends shall be made within 30 days
expectation for the long run which shall have to be considered from the date of declaration to the shareholders entitled
by the Board before taking dividend decision. to receive the dividend on the record date as per the
Macroeconomic conditions applicable laws.
Considering the state of economy in the Country, the policy 4. In case no final dividend is declared, interim dividend
decisions that may be formulated by the Government and paid during the year, if any, will be regarded as final
other similar conditions prevailing in the international dividend in the annual general meeting.
market which may have a bearing on or affect the business
8. MANNER OF UTILISATION OF RETAINED EARNINGS
of the Company, the management may consider retaining a
larger part of the profits to have sufficient reserves to absorb The Board may retain its earnings in order to make better
unforeseen circumstances. use of the available funds and increase the value of the
stakeholders in the long run. The decision of utilization of
Internal Factors
the retained earnings of the Company shall be based on the
Past performance/ reputation of the Company following factors:
The trend of the performance/ reputation of the Company that Market expansion plan:
has been during the past years determine the expectation of
• Product expansion plan;
the shareholders.
• Increase in production capacity;
Working capital management in the Company
• Modernization plan;
The current working capital management system within the • Diversification of business;
Company also impacts the decision of dividend declaration.
• Long term strategic plans;
6. CIRCUSTANCES UNDER WHICH DIVIDEND PAYOUT MAY OR • Replacement of capital assets;
MAY NOT BE EXPECTED
• Where the cost of debt is expensive;
The Board shall consider the factors provided above Para 4, • Other such criteria as the Board may deem fit from time to
before determination of any dividend payout after analyzing time.
the prospective opportunities and threats, viability of the
options of dividend payout or retention etc. The decision 9. AMENDMENT
of dividend payout shall, majorly be based on the aforesaid
To the extent any modification/amendment, if required, the
factors considering the balanced interest of the shareholders
Managing Director or Group Head – Legal, Secretarial and
and the Company.
Administration or Company Secretary and Compliance officer
7. MANNER OF DIVIDEND PAYOUT of the Company are severally authorised to review and amend
the Policy, to such extent required. Such amendments and
The discussion below is a summary of the process of Policy shall be placed before the Board for noting.
declaration and payment of dividends, and is subject to
applicable regulations: FOR AND ON BEHALF OF THE BOARD
In case of final dividends
1. Recommendation, if any, shall be done by the Board, Madhavan Menon Mahesh Iyer
usually in the Board meeting that considers and approves Chairman & Executive Director and
Managing Director Chief Executive Officer
the annual financial statements, subject to approval of
DIN: 00008542 DIN: 07560302
the shareholders of the Company.
Place: Mumbai

Management Discussion and Analysis
Global economy
The global economy witnessed a major slowdown in economic With an aim to alleviate the slowdown, during the year the Reserve
activity during 2019, led by a multitude of factors arising from Bank of India (RBI) introduced a slew of measures to inoculate the
both advanced and emerging economies, triggering fears of economy against further decline such as cutting its benchmark
recession towards the end of the year. The increase in trade barriers, rates to stimulate private investment. The Government announced
particularly between the United States and China, and associated policies in order to boost supply and demand and the investment
uncertainty weighed on business sentiment and activity globally. climate. Steps taken included, the biggest reduction in corporate
In some advanced economies, such factors have further aggravated tax in 28 years, bank recapitalization, where an upfront capital
the cyclical and structural slowdowns which were already infusion of Rs 70,000 crore into public-sector banks was made, to
underway. UK's economy continued to experience fluctuations boost lending and improve the liquidity situation, liberalization
in 2019 as markets responded to the ongoing Brexit-related of FDI norms for select sectors, rollback of surcharge on foreign
developments. Additional constraint was also felt from country- portfolio investors, incentives to support several industries, merger
specific weaknesses in large emerging market economies such as of banks, amendments to the Insolvency and Bankruptcy Code (IBC).
Brazil, India, Mexico, and Russia. The deteriorating macroeconomic
stress was heightened by tighter financial conditions, geopolitical The COVID-19 pandemic and the multi-phased lockdown imposed
tensions and social unrest across different regions. Stock markets to curb its spread have resulted in disruption in economic activity.
across the world have wavered in the face of ongoing global India’s growth in the fourth quarter of the fiscal year 2020 went
economic uncertainty as investors sought to move to safer products down to 3.1% according to the Ministry of Statistics. Post the
such as bonds and precious metals. Thus after growing at 4% in COVID-19 related lockdown, the government announced a stimulus
2017, in 2018 the growth rate was to some extent sustainable at package of Rs. 20 Tn over five tranches focused on mainly on 4
3.6%, only to succumb to increasing pressures and drop to 2.9% themes including MSMEs, rural economy, liquidity support and
in 2019. long-lasting policy reforms. The Banking regulator has cut down
the repo rate to a 15-year low of 4.4%, allowed banks to stall EMIs
The COVID-19 pandemic has spread with alarming speed, infecting
for term loans for up to three months and increased liquidity by
millions and bringing economic activity to a near-standstill as
cutting down Cash Reserve Ratio (CRR) to mitigate the effects of
countries imposed tight restrictions on movement to halt the
the lockdown.
spread of the virus. While the ultimate outcome is still uncertain,
the pandemic will result in contractions across the vast majority Outlook
of emerging market and developing economies. Beyond the
staggering economic impact, the pandemic will also result in a As the entire world is facing widespread lockdowns and economic
severe and long-lasting socio-economic outcome that may well disruptions due to the spread of COVID-19, towards the end of May,
weaken long-term growth prospects (steep fall in investments, the Indian credit rating and consultancy agency CRISIL, came up with
erosion of human capital and labor productivity, ruptures of trade a GDP projection for FY21. It predicts an impending recession –
and supply linkage and thereby potential output). fourth since independence, first since the Indian economy opened
up in 1991, and most likely the worst till date. The CRISIL Report
According to the World Bank, the global economy is expected to makes these projections after considering an extended national
shrink by about 5.2% in 2020, making it one of the four most severe lockdown, rising economic costs, and the feeble economic package
downturns in 150 years. by the central government with little fiscal stimulus in it. Based
Indian economy on these actual happenings, the report has estimated a 25%
contraction in the first quarter (April-June, 2020), and an overall
Over the past decades, India – the world’s seventh largest economy – recession of 5% in the fiscal year 2020-21. S&P too is forecasting
has been relatively immune to global recessions. Even in the global a 5% contraction in FY21 (versus 1.8% growth forecast it made in
slowdowns of 2001 and 2008, while the country’s GDP growth April), this growth is expected to pick up to 8.5% in the following
rate did drop, it did not turn negative. From the point of view of fiscal (up from the previous forecast of 7.5%). On the other hand,
the economy, 2019 proved a rather challenging year for India. the World Bank expects India’s economy to contract 3.2% in the
Difficulties facing the Indian economy were a much-debated issue current fiscal year, a sharp downgrade from its April projection of
throughout the year. While sectors like automobile, real estate 1.5%-2.8% growth, citing stringent lockdown and spill overs from
and aviation suffered a demand slowdown, banking and financial weaker global growth.
services were weighed down by ballooning bad loans, the NBFC
crisis and a general credit squeeze. Throughout the year there was The worst of COVID-19’s impact will be felt by India’s most
a deceleration in consumption as well as a contraction in exports, vulnerable in terms of job loss, poverty increase and reduced per
with reduced demand for imports, which also contributed to the capita income, all of which will be reflected in a steep decline in
snail-paced GDP growth. And now, the coronavirus pandemic, an GDP. According to media updates based on a report by international
unprecedented period in history, has unleashed a series of unusual management consulting firm Arthur D Little, upto 135 million jobs
events affecting every industry. could be lost and 120 million people could be pushed back into
poverty, all of which will reduce consumer income, spending and
As a result of multiple headwinds, the growth rate of the Indian
savings. The Centre for Monitoring Indian Economy estimates that
economy in fiscal 2017 was 7%, which dropped to 6.1% in fiscal
unemployment had risen from 7.5% pre COVID-19 to around 24%
2018 and to 4.2% in fiscal 2020. (Source: Ministry of Statistics and
in April 2020.
Programme Implementation)
Global experience suggests that the economic recovery will a 35% decrease in arrivals in Q1 2020. The second-hardest hit
be deeply influenced by the nature and level of government was Europe with a 19% decline, followed by the Americas (-15%),
interventions. The Government of India has responded proactively Africa (-12%) and the Middle East (-11%).
towards containment of the crisis. The central bank has also
Forecasted change in revenue from the travel and tourism industry
introduced measures to increase liquidity in the economy. The
due to the coronavirus (COVID-19) pandemic worldwide from
government is planning several more measures, which will be
2019 to 2020
subsequently announced.
800 000
Global industry review - Travel and tourism
711 944
700 000 685 085
Travel and tourism accounts for 10% of the global GDP and 1 in 10
jobs, according to the World Travel and Tourism Council.
Global Revenue (USD mn)

600 000
According to UNWTO, international tourist arrivals (overnight 500 000

447 412
visitors) worldwide grew 4% in 2019 to reach 1.5 billion, based on 400 000
data reported by destinations around the world. 2019 was another
year of strong growth, although slower compared to the exceptional 300 000
rates of 2017 (+7%) and 2018 (+6%). While, most regions across 200 000
the globe witnessed a rise in international arrivals in 2019, the
100 000
tepid growth in 2019 as compared to the stellar rates in 2017 &
2018 were led by the slower demand in advanced economies and 0
2019 Original 2020 Forecast 2020 restated
particularly in Europe, with the uncertainty surrounding Brexit,
the collapse of Thomas Cook UK and of several low-cost airlines Source: Statista
in Europe, geopolitical and social tensions and the overall global
economic slowdown.
Forecasted change in revenue from the travel and tourism industry
due to the coronavirus (COVID-19) pandemic worldwide from
TOTAL CONTRIBUTION OF TRAVEL & TOURISM TO 2019 to 2020, by region
GLOBAL ECONOMY IN 2019
250 000
9.25 tr USD
225 889
211 972
200 000
181 805
NUMBER OF INTERNATIONAL TOURIST ARRIVALS
Revenue (USD mn)
150 404
WORLDWIDE IN 2019 150 000 129 230 124 209
1.5 bn
100 000
GLOBAL LEISURE TRAVEL SPEND IN 2019 50 000
4.7 bn USD
0
North America Europe Asia
2019 2020
Source: Statista, UNWTO
Source: Statista
COVID-19 and the impact on travel
The coronavirus arrived and changed the way we live and the way
International tourist arrival (% change)
we travel. The travel and tourism industry has in the past operated
Asia & Middle
through its share of pandemics and cyclical downturns driven by World Europe the Pacific Americas Africa East
10 6 6
broader economic recession. However, for the first time in over a 2 3 4 4 6 5
0 0
century, these deadly forces have powerfully intertwined. As a -2
result, consumers today are facing a dual-front crisis concerning -10
-9
both health and finances. -20
While the impact of COVID-19 spans across sectors, travel and -30
tourism is among the most affected one with airplanes grounded, -40 -37
-41
hotels closed and travel restrictions put in place in virtually all -50 -46 -44
countries around the world, which has cut international tourist
-60 -57
arrivals in the first quarter of 2020 to a fraction of what they -60
-64
were a year ago. According to UNWTO, available data points to a -70
double-digit decrease of 22% in Q1 2020, with arrivals in March Jan Feb March
down by 57%. This translates into a loss of 67 million international Source: World Tourism Organization (UNWTO)
arrivals and about USD 80 billion in receipts. By regions, Asia and
the Pacific, the first region to suffer the impact of COVID-19, saw

International tourist arrivals (Monthly change,%) INDIA 2019 KEY DATA
20
2019 2020
CONTRIBUTION OF
TRAVEL & TOURISM
6.8 % OF TOTAL ECNNOMY +4.9%
7 TO GDP TOTAL T&T GDP = INR13,681.1BN 2019 Travel & Tourism GDP growth
4 4 6 4
2 2 3 3 3 3 2 2 (USD194.38N) vs +4.9% real economy GDP growth
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr
-9 CONTRIBUTION OF
39,821.8
(Monthly change,%)
TRAVEL & TOURISM JOBS (000’S)

-20
EMPLOYMENT (8.0% of total employment)
-40
INTERNATIONAL INR2,130.5BN
VISITOR IMPACT
in visitor spend (5.6% of total exports)
-60 -57 (USD30.3BN)
-80 Source: World Travel and Tourism Council

-89
-100 India’s rank in the Travel & Tourism Competitiveness Index (TTCI) of
Source: World Tourism Organization (UNWTO) the World Economic Forum has moved from the 65th rank in 2013
to the 34th rank in 2019. The Indian tourism sector, which is a major
Domestic demand is expected to recover faster than international
engine of growth, had witnessed a strong performance from 2015
demand according to the UNWTO Panel of Experts survey.
to 2017, with a high growth in foreign tourist arrivals. However, with
The majority expects to see signs of recovery by the final quarter
the synchronized global slowdown, the growth of foreign tourist
of 2020 but mostly in 2021. Based on previous crises, leisure
arrivals (year-on year) has decelerated since then, to 5.2% in 2018
travel is expected to recover quicker, particularly travel for visiting
and 3.1% in 2019. About 10.89 million foreign tourists visited India
friends and relatives, than business travel.
in 2019. Factors such as the downfall of a leading airline in India,
When do you expect tourism demand in your destination will start followed by the collapse of a large travel player, political unrest,
to recover? elevated levels of pollution in northern India and travel advisories
50% issued by other countries- mounted pressure to existing stress on
45%
45% the sector.
39%
40%
35%
34% Initiatives taken by the Government in 2019
30%
24% 25% Given the sector’s ability to boost the economy, foreign exchange
25%
earnings and provide large number of jobs at every level, the Ministry
20% 15%
14% of Tourism along with central, state governments and private
15%
enterprises are committed to creating policies and supporting
10%
5%
3% programmes which encourage the growth of this industry. Some of
0%
the key initiatives during 2019 included –
By May-June By July-Sep By Oct-Ded By 2021
Domestic International
• e-Visa
o e-Visa has 4 sub-categories i.e., e-Tourist visa, e-Business

When do you expect tourism demand in your destination will start Visa, e-Medical Visa and e-Medical Attendant Visa
to recover?
o At present the e-Visa Scheme is available to nationals of
100%
169 countries
90%
80% o e-Tourist Visa of a 5-year duration has been launched in
70% addition to 1 year e-Tourist Visa. This e-Tourist Visa for 5
60% years will be with a stay stipulation of a maximum of 90
50%
days, multiple entry and non-extendable
40%
30% o A one-month e-Tourist Visa with double entry, has been
20% launched
10%
o e-Conference Visa, in line with e-Conference Visa for
0%
Africa Americas Asia & the Pacific Europe Middle East Government/P.S.U. conferences, would be provided for
private conferences organized by private persons/
companies/ organizations
By May-June By July-Sep By Oct-Ded By 2021
o The Government has substantially reduced the visa fee

Indian industry review - Travel and tourism on e-Visa to increase tourism competitiveness of the
The Indian Travel & Tourism industry has consistently seen an country
increase in inbound and domestic travel, introduction and use of
• The Government has opened more than 120 mountain peaks
new technology, favorable government initiatives, new-age hotel
for mountaineering and trekking. The opening of the peaks
chains, and overall, a more forward-looking approach of various
would help in promoting adventure tourism in the country.
industry stakeholders.
• The Government has reduced GST on hotel rooms with tariffs Maharashtra, Tamil Nadu, Uttar Pradesh and Delhi accounting for
of Rs. 1,001 to Rs. 7,500/night to 12%; those above Rs. 7,501 about 60% of foreign tourist arrivals (FTAs). However, now with
to 18% to increase India’s competitiveness as a tourism travel restrictions in India and across the globe the Indian domestic,
destination vis-à-vis other competing markets in the region inbound as well as foreign travel and tourism industry is expected
to witness a sharp negative impact in 2020. According to CARE
• Integrated development of identified pilgrimage destinations ratings, the Indian tourism industry is projected to book a revenue
is being undertaken under the ‘National Mission on Pilgrimage loss of Rs 1.25 trillion in the calendar year 2020 as a fallout of the
Rejuvenation and Spiritual, Heritage Augmentation Drive’ shutdown of hotels and suspension in flight operations after the
(PRASHAD) Scheme. A total number of 28 projects have been onset and spread of the COVID-19 pandemic. During April-June, the
sanctioned for an amount of Rs. 840.02 crore under this Indian tourism industry is expected to book a revenue loss of Rs
Scheme 694 bn, denoting a year-on-year (y-o-y) loss of 30%.
• The “Adopt a Heritage: Apni Dharohar, Apni Pehchaan’’ project India sector impact Share of sector
as % of GDP
is a collaborative effort by the Ministry of Tourism, Ministry Aviation Mining Textiles + apparel Financial services
Public administration,
defence
of Culture and Archaeological Survey of India, State/ UTs Tourism
Construction Roads
Media, real estate
& hospitality and other services
Governments for developing tourist amenities at heritage/ Automotives
Food products, Healthcare, education
beverages & tobacco and other services
tourist sites and making them tourist friendly, in a planned and Engineering
& capital goods
Chemicals Pharmaceuticals
phased manner. The Ministry has signed 27 Memorandum of Water transport Power, oil and gas IT & ITeS
Understanding (MoUs) under this project Railways Agriculture
Metals &
Telecommunications
• Development of thematic circuits is being undertaken under fabricated products
Other
the Swadesh Darshan Scheme. A total number of 77 projects manufacturing
for an amount of Rs 6,035.70 crore have been sanctioned 9.5% 24.2% 11.6% 48.2% 6.6%
under the Swadesh Darshan Scheme -80% to -60% -60% to -40% -40% to -20% -20% to 0 0 to 10%
Peak impact on Gross Value Add (GVA)
Arrivals & Earnings Source: Arthur D. Little Management Counsulting

Foreign tourist Forex earnings
Growth (%) Growth (%)
arrivals (M) (` crore) Organisational overview
2010 5.78 11.8 2010 66,172 23.1
2011 6.31 9.2 2011 83,036 25.5 Thomas Cook India Group [Thomas Cook (India) Limited and its
2012 6.58 4.3 2012 95,607 15.1 subsidiaries], is one of India’s leading travel and travel-related
2013 6.97 5.9 2013 1,07,563 12.5 financial services companies, with a heritage of over 139 years. Over
2014 7.68 10.2 2014 1,20,367 11.9 the decades, it has built, acquired and developed an unparalleled
2015 8.03 4.5 2015 1,34,844 12 portfolio of providing a range of products and services that are
2016 8.8 9.7 2016 1,54,146 14.3 tailored to suit the needs and aspirations of customers across the
2017 10.04 14 2017 1,77,874 15.4 globe. The Group operates its services under 4 verticals Travel and
2018 10.56 5.2 2018 1,94,882 9.6 Travel-Related Services, Financial Services, Vacation Ownership &
2019 (P) 10.89 3.1 2019 (P) 2,10,981 8.2 Resorts and Imaging Services.
P Provisional/Sources: Bureau of Immigration, Ministry of Tourism, Reserve Bank of India
Established in India as early as 1881, Thomas Cook (India) Limited
was incorporated in 1978 and listed in 1983 and today it has
COVID-19 and the challenges it poses for Indian Travel and expanded its footprint across the globe with concentration in the
Tourism Asia-Pacific region and now operates in 25 countries across five
Novel Coronavirus has emerged as a major black swan event and has continents and employs a team of over 9,400 people across 64
jeopardized the entire value chain of direct and indirect services nationalities.
in the travel and tourism industry. All segments within inbound, In FY20 its consolidated total income stood at Rs 69 bn and as on
outbound, and domestic arenas, like Corporate Travel, Leisure March 31, 2020 market capitalisation was Rs 9,135 mn.
Holidays, MICE and Weddings etc. have all come to a grinding halt,
thereby freezing cash flows. Travel and travel-related services
Given various travel restrictions imposed by the Indian government The travel segment operated with an integrated model that
as well as governments across the globe, forward bookings straddles both innovation and customized offerings to constitute
for various conferences and leisure travel bookings to foreign a winning business proposition. The travel services offerings
destinations have already been cancelled. In India, most of the cover the gamut of both B2B & B2C offerings ranging from leisure,
summer holiday bookings (for the states of Kerala, Rajasthan destination management services, corporate travel, MICE to visa
and Goa) have also witnessed cancellations, thereby impacting services. Taking advantage of one of the most important trends in
domestic tourism. the recent years in Indian travel industry-personalisation of travel,
the Group has been successfully curating tailor-made and bespoke
The impact on the inbound and outbound passengers is expected programmes and packages suiting their customer-demands and
to be most severe in the next couple of quarters. India’s total expectations. Through its umbrella of services, the Group is focused
foreign tourist arrivals (FTA) stood at 10.9 million and the foreign on strengthening the foundation for a closer bond between the
exchange earnings (FEE) stood at Rs 2.11 trillion during 2019, with

consumer and the brands by immersive them experiences that SOTC
are enjoyable and memorable, thereby positioning itself as the
SOTC, has been the pioneer in the development of organized
preferred partner of choice.
leisure travel across outbound and domestic holidays. And now
In FY20, the travel segment on a consolidated basis stood at Rs 57.4 for 7 decades has successfully evolved the travel scenarios whiles
bn growth and EBIT at Rs 1,374.5 mn making holidays an essential part of many lives.
Leisure Travel (Outbound) Over these years, SOTC has constantly been at the forefront of
introducing innovative product offerings, expanding its destination
Travel and the associated experiential living are concepts which
market and creating perfect holiday moments for customers. SOTC
continue to gain traction in a steady manner in India, more than ever
offers Leisure Travel, MICE, Online and Business Travel solutions
before. Customers are continuously seeking trips and experiences
along with forex business, which now has an established presence
that inspire, challenge and transform and the Company’s leisure
in 6 Indian cities. Its leisure segment includes offerings namely,
outbound travel segment seeks to cater to these very needs and
Escorted Group Tours, Customised Holidays, Luxury Holidays
preferences of our customers aspiring to experience foreign
and Holidays of India. The Company while enjoys presence on a
destinations on holidays. The core products of the Company serve
national scale, its equally connected with the pulse of the customer
both, Free Independent Traveller (FIT) and Group Inclusive Tour
at the regional level too. As a result, it today has many successful
(GIT) customers, who are looking for an end-to-end, premium
programmes such as tours conducted in Marathi and Gujarati under
and seamless travel experience. The Company aims to drive this
the SOTC brand extensions: SOTC Brahman Mandal and SOTC Gurjar
segment basis its principles of innovation, safety and sustainability,
Vishwadarshan. Some of the other innovative and unique offerings
experience-rich travel as it curates holidays for travellers of all age
under its umbrella are the Holiday Essentials’ offering, Spiritual
groups and segments.
Tours named Darshans and Perfect Moments- Luxury Travel.
The journey of the Indian outbound travel market for over two
The company is an innovator in introducing the co-created initiative
decades has been a successful one. From a bare 4.42 million
in the Leisure Holiday space. This initiative is a platform which
departures in the year 2000, over 26.30 million Indians took off
invites customers to spell out their most important expectations
on various foreign tours in 2018, having grown at nearly 10% over
from a holiday, so as to enhance and deliver an enriching holiday
the previous year. The market repeated the performance in 2019,
experience. SOTC also organises tours for Non Resident Indians
despite some hiccups in the economy. The last two decades have
(NRIs) in the US, the UK, the Middle East and Africa.
seen a sea of change in India's place in the global aviation scenario
and the number of airlines flying into and out of the country. Each Refer to page no 29 for key initiatives
successive year has seen an addition of new carriers flying into
India or Indian carriers flying out to a new destination.
TC Tours Limited
TC Tours Limited (earlier known as Thomas Cook Tours Limited) is
Key initiatives during the year
a wholly owned subsidiary of the Company and offers air ticketing,
During the year, the Company focused on deepening its customer hotels, domestic tours and allied services to the Group’s multiple
connect and widening its regional presence. Campaigns such travel offerings across Leisure, Corporate Travel and MICE.
as Albelu, Avismarniya and Aavo Mari Sathe were designed
with a regional flavour and continue to run successfully to serve
TC Travel Services Limited
underpenetrated markets while expanding reach. Other campaigns TC Travel Services Limited earlier known as TC Travel And Services
and travel packages such as the Simply Series targeting online Limited, operating under the ‘TC Travel’ brand, offers a wide range of
customers; City Breaks targeting the viable B-Leisure segment and services including airline ticketing, hotel accommodation, visa and
Hello Series, mono-destination Group Tours continued to receive passport facilitation, travel insurance and so on. With effect from
a positive welcome from customers. The Grand India Holiday Sale, November 25, 2019, the Company has amalgamated into Thomas
which is a 10-day intense campaign aligned with the peak booking Cook (India) Limited.
season, helped boost reach and conversion.
Travel Circle International Limited (TCI 勝景遊)
Travel Quest, the Company’s unique study tour vertical, has
resonated well with the students and their parents. As of FY20, The company operates as the leading premium tour operator
1,775 students have been part of Travel Quest study tours. in Hong Kong with a focus on the high-end niche market of all-
inclusive group long haul leisure travel and business travel.
Throughout the year, the Company continued with its digital
mindset to not only drive growth but also to enhance efficiencies. 80% of the tour operating sales is generated from the B2C segment
The Company’s Voyager platform, is designed to provide real time (across retail stores, call centre and website); the remainder via its
support to our sales force in order to create and provide information third party B2B channel.
to better service our customers with a reduced turnaround time. Key Initiatives:
We continue to leverage and optimize the Thomas Cook Holidays
App as well as SOTCs Engage to enhance our serviceability and help • During 2019, in face of the ongoing social unrest and protests
create a more agile business environment, and enable us to better which began in June 2019, Travel Circle International Limited
understand our customers. had adopted an even more proactive approach to fend off
competition and intensified its product differentiation efforts
and service enhancements to defend its leading premium Thomas Cook (Mauritius) Holidays Limited
position in the Hong Kong market
Apart from the above, the Group owns and operates a subsidiary in
• Product portfolio has been broadened and product offering Mauritius, Thomas Cook (Mauritius) Holidays Limited, which offers
optimized with inclusions of highly differentiated elements. In outbound tours to major Asian and European markets and unique
depth Duo countries and Trio countries program in both Central destination markets.
& Eastern Europe (Ukraine & Belarus Czech /Austria; Austria /
Leisure Travel (Domestic)
Slovenia /Croatia; Netherland /Germany /Switzerland), South
America (Columbia, Bolivia) & North Europe (Iceland /Finland; The domestic leisure travel vertical offers innovative and diverse
Norway /Finland), deluxe 6 stars hotels in the Russian program tour packages/customized offerings to groups and individuals with
the aim to deliver the best travel experiences within India. With a
• Continued to expand & capitalize on the rising demand and
national presence, the Company caters to urban and semi-urban
resurgence of Middle Eastern region after the political situation
markets.
stabilized, particularly on Turkey, Morocco and Tunisia
The Company is focussing on providing an ‘immersive experience’
• Specially created memorable experiences and differentiated
to its discerning customers through carefully curated packages to
tours: Thematic Aurora experience in North Europe
various domestic destinations. Some innovative themes that the
(Vestrahorn in the summer and Murmansk, Russia in the
Company has captured include spiritual tourism, election tourism
winter period), new sightseeing to Lauenensee /Gstaad (Stars
and travel, and sports tourism. Packages tailored to these themes
Watching tour in Switzerland), in depth African migration and
have been highly successful, and the Company has leveraged social
Rail (Rovos tour) program covering Kenya, Zambia, Zambezi,
media platforms, in addition to mainstream media, to popularise
Botswana Africa, winery experience in Australia and South
them. This year, the Company’s dedicated Kumbh Mela packages
America, cruise experience with deluxe hotel in Mykonos
saw an increasing uptake among customers, adding on to the share
and Santorini Islands incorporated in the cultural Greece
of its festival tourism segment. These packages comprised of
program. These are in addition to the cultural and other
air or rail travel, deluxe camps for accommodation and choice of
culinary elements in all existing programs. All the product
vegetarian cuisine options, along with an immersive experience of
re-engineering had further sharpened product expertise and
the Kumbh.
revenue.
The Company has also partnered with Sterling Holiday Resorts,
Customer Service: Having set itself the goal of perfecting every
a Group concern, to create unique holiday packages and jointly
moment of the travel experience, a dedicated 3 tier customer
expand the market share.
contact (before, during and after travel) was redesigned to interact
and collect feedback to enhance service delivery at each customer The Government of India’s programmes such as PRASAD have
touch point. The customer score for all service elements (service complemented the Group’s spiritual tours segment across Thomas
and destination experience) maintained above 8, at 8.8/10 in 2019 Cook and SOTC brands. Towards this effect, SOTC has launched
(2018: 8.8/10); the service score has been maintained at a high ‘Darshans’, with a selection of over 40 specially designed religious
standard of 9.4 in 2019 ( 2018: 9.4/10) and spiritual experiences across 60 destinations in India. This
is apart from the Thomas Cook brand’s Religious Tours such as
The company continued to consolidate its premium brand
Ramayana Trails, Kailash Manasarovar Yatra and Char Dham.
positioning with adequate brand awareness to support the major
launch of Summer Products in April 2019 and a wide range of tactical Corporate Travel
product selling and seasonal promotions throughout the rest of the
The Group’s Corporate/Business Travel segment facilitates
year. It deployed highly targeted TVC on leading news channel, TV
employee travels alongside providing hotels, transfers, visas,
travel program title sponsorship, print advertising alongside cost-
among other services for its corporate clients, spanning small, mid
effective online and social media campaigns to reach out to both
and large markets.
new and existing customers.
At the consumer end, the Group offers services under the Thomas
Brand transformation of KUONI 勝景遊 to TCI 勝景遊
Cook, SOTC and TCI Hong Kong brands. At the corporate level,
In preparation of the brand transformation of KUONI 勝景遊 to TCI however, there is a centralisation of processes of both Thomas
勝景遊, the company launched an integrated rebranding campaign Cook and SOTC brands, to achieve efficiencies and deliver a better
to inject its core values in its Chinese brand names and enforce customer experience.
its global heritage. This is supported by a product and marketing
The Group aims to increase its network of hotel partners, to improve
communication program, with new products launched from the end
choices for its customers while driving its margins and profitability.
of 2019 and leading to a major product launch in early 2020. The
company maintained close communication with its key business It also actively follows a digital and analytics route to capture
partners and customers with consistent rebranding messages while user data that complements a feedback mechanism and improves
promoting the Chinese brand with the existing English brand. The service. The iBook tool, launched by both the Company and SOTC
company also implemented a phased in transformation of the new is a proprietary, custom-built app for corporate clients, where
TCI branding across all forms of online and offline communications, multiple functionalities can be managed seamlessly. (Refer to page
with an aim to ensure a smooth transformation of the rebrand 35 for further details)
launch in 2020.

Meetings, Incentives, Conferences and Events (MICE) The Group’s Mauritius subsidiary, Thomas Cook (Mauritius) Holidays
Limited, also operates as a DMS company.
The Company’s MICE portfolio is a growing segment driven by its
capabilities and expertise to organise seamless travel solutions Visa and passport services
for large groups. The Company’s customer-centric approach with
The Group being an end-to-end travel service provider, is focused
a strong focus on experience-led travel has helped it carve out a
on providing the entire suite of services and through its entity –
niche in the industry.
TC Visa Services (India) Limited, is equipped with expertise and
During the year, the group executed many successful assignments knowledge to provide a seamless visa and passport processing
such as Cricket World Cup 2019 in the UK, one of the largest Indian offering to its customers. Catering to a wide range of customers
groups on an Alaskan cruise, a large event for a leading FMCG across corporate and leisure travel, this segment gives the company
company in Capetown with a celebrity cricketer as a guest speaker. a strong competitive edge. From ensuring a comprehensive
application process to updating customers at every point until
Popular long haul destinations included Iceland, Canada, South
closure and feedback, its service is a few notches above the rest
Africa, Japan, Korea, Eastern and Mediterranean Europe, Norway,
in offering customer confidence and convenience. Customers can
New Zealand, Australia and USA, among others) and short haul
avail visa services either by walking into a branch or through online
included Sri Lanka, Thailand, UAE and Macau. On the domestic front
or call centre applications. Doorstep visa delivery is another novel
the popular choices were destinations such as Goa, Vishakhapatnam,
service offering that the company is rolling out.
Bengaluru and Amritsar.
The visa team also caters to ancillary transactions including
(Refer to page 34 for further details)
attestations, notarisations, foreign national travel registrations, and
India Destination Management Services (India Inbound) PIO/OCI cards.
In India, Travel Corporation (India) Limited (TCI) operates the Group’s E-business
inbound travel business. TCI is one of India’s foremost and largest
In today’s world, travel trends are ever changing and it is majorly
companies operating in this space. In existence for over 59 years,
influenced by online media consumption, social media, celebrity
TCI offers tailor-made travel and related services to India, Nepal,
travels, niche travel groups, etc. Today’s consumers are influenced
Bhutan and Sri Lanka, each supported by dedicated market teams
by these changes and want to incorporate them in their travel
with its experienced professionals across 23 offices. The Company
plans. This has changed their behavioural patterns and hence,
operates under three brands – SITA, TCI and Distant Frontiers.
service providers must be well-prepared to cater to their needs in
The Group offers both charter and leisure businesses with the advance. Towards this, the Company has relied on technology to
former catering to large groups from Russia, the UK and other drive its business model and omnichannel strategy with the aim of
European nations traveling to Goa which is the primary destination transforming the way we conduct business.
for charters in India. In leisure, the Group has become a reliable
The Company’s digital journey is now more than 7 years old and it
partner for the foreign tour operators, guaranteeing them excellent
is reflected across our services spectrum. The Company is among
service delivery. Within leisure, the company has further sub-
one of the very few global players that has a true omnichannel
segments - FIT (Free Independent Travel), group, cruises, incentive
reach over its customers. Along with its widespread on-ground
and education travel. During the year, the whole of India Inbound
presence, around 30% of the packaged holidays and bookings
business delivered a robust performance.
are made through its online channels. The Company’s e-business
TCI-Go Vacation India Pvt. Ltd. is a joint venture Destination team concentrates on real-time, data-driven initiatives to improve
Management Company of the Group with REWE Group- Germany. efficiencies and customer experience.
It offers tailor-made travel and related services to REWE group of
Some of the initiatives that have augmented the Company’s
companies in European Sub-continent for the destinations - India,
omnichannel strategy include:
Nepal and Bhutan. TCI Go Vacation is supported by dedicated
market teams with experienced professionals. Travel and travel-related services
(Refer to page 32 for further details) With its commitment to provide best-in-class serviceability, the
Company has taken a platform-agnostic approach in catering to
International Destination Management Services travel customers.
(International Inbound)
• Its 500+ physical outlets and fully operational call-centres
The Group’s international DMS business spans over 22 countries help walk-in customers and on-call queries, respectively
with presence in Southeast Asia (Asian Trails), the Middle East
(Desert Adventures), Australia (ATM-Australian Tours Management), • The Company’s fully interactive digital channel suite offers a
North America (Allied-T Pro), South Africa and East Africa (Private responsive website, complete with a chatbot, and available
Safaris). The entities became part of the Thomas Cook Group in reviews of the numerous packages
June 2017. Each DMS entity with an in-depth understanding of the • The Company has also introduced an industry first, customer
ever-changing needs and exacting demands of today’s traveller self-service app - Thomas Cook Holidays - for the omnichannel
is focused on creating experiences that truly open the traveller’s customers who have booked a holiday with the Company. They
mind with innovative products. can avail real time updates on payment, tour and visa status at
(Refer to page 33 for further details) the touch of a finger through this platform
• In the previous fiscal, an advanced web technology The current COVID-19 situation poses challenges for everyone
platform was deployed, which offers enhanced features and as we are collectively trying to limit the impact of the virus. The
functionalities like WhatsApp-share, compare package, map Company has implemented a number of measures to ensure it
view navigation, and so on for the ease of customers follows Government guidelines in all the markets it operates in,
whilst ensuring efforts to continue to meet clients’ needs within
• For SOTC, ‘On the Go’ was launched to help customers
the current restrictions.
create inimitable experiences and guided journeys. These
experiences include sightseeing tours, day trips, unique Thomas Cook (Mauritius) Operations Company Limited:
experiences, shows/concerts, popular activities to handpicked
Two major events outside the control of the company significantly
hotels, transportation and so on
impacted the business performance of the foreign exchange entity
Online Foreign exchange in Mauritius, namely the collapse of Thomas Cook UK (unrelated
to Thomas Cook India Group and its subsidiaries) and the early
The Company’s digital drive has pioneered selling forex online in
signs of the spreading of the coronavirus. As early as mid-January
India and has changed the dynamics in the industry. It has provided
2020, the worrying signs of the pandemic resulted in reduced
a huge competitive leverage for the Company in the operating
foreign exchange transactions for both retail and cross-border
environment. The Company offers doorstep delivery of forex, which
remittances. Despite the challenges, the company is focussed on
is yet another industry-first initiative.
maintaining its market leader position in the money transfer service
Online Visa services segment. With the decrease in the retail segment, the company is
aiming at enhancing its position in the treasury deals segment.
The Company offers visa and related services, assisting customers
in visa applications for various destinations and purposes. With its Thomas Cook Lanka (Private) Limited, the Company’s Sri Lankan
expertise in the travel space, the Company has now emerged as a subsidiary offers foreign exchange services in Sri Lanka through
platform that offers visa services online and delivered to home. its presence at Bandaranayke International Airport and branches in
This is facilitated by a robust process and technology-led backend Colombo & Kandy.
to minimise human intervention.
TC Forex Services Limited, operating under the ‘TC Forex’
Travel Related Financial services brand,offers travel related foreign exchange products including
Currency notes, Travel Cards and Travellers Cheques. With effect
Foreign Exchange
from November 25, 2019, the Company has amalgamated into
The Company is one of leaders in the foreign exchange market in Thomas Cook (India) Limited.
India. It also pioneered as the first in the non-banking category to
(Refer to page 39 for further details)
issue its own easy-to-use branded forex prepaid card solutions.
Value Added Services (VAS)
The forex business is a combination of foreign exchange businesses
of Thomas Cook (India) Limited, TC Lanka, TC Mauritius Operations The Company, through its Value Added Services team, offers a wide
and SOTC. range of services including:
Over the years, the Company has focused its efforts towards • Overseas and domestic travel insurance
enhancing sales, through its marketing efforts in order to acquire
• Gift cards
long-term users of its products.
• Passport protection services
It has focused sales and marketing efforts on acquisition and
enhancing brand image, building market adoption and awareness • TBA (Travel Business Associate) - An innovative channel of
of products, improving customer retention, and increasing card business which has partners who are associated with the
usage. Consequently, it handles over 1.2 mn. transactions annually Company for sourcing all lines of business
at the wholesale to retail levels combined. The segment under the
The VAS Team actively engages with businesses by means of regular
retail category, apart from holiday travellers also focuses on forex
training programmes to offer appropriate products/services to their
requirement for overseas education, remittances to close relatives
customers.
overseas, migration, employment and overseas medical treatment.
Airports continue to be a focus area in a conscientious manner Portfolio investments
ensuring the same delivers the requisite return on investments. As
a result, the Company lays higher emphasis on second tier airports
with ongoing engagements at first tier airports. Sterling Holiday Resorts Limited (Sterling) is a leading holiday
lifestyle company with 2,436 rooms spread over 38 resorts. Resorts
As of March 31, 2020, the total load value on forex cards is US$570
are spread across mountains, beaches, jungles, river fronts and
mn and over 800,000 cards have been sold since launch. To leverage
heritage locations. Most of these resorts are at drive to locations
demand and benefit customers, campaigns like ‘Grand Forex Sale’
from major cities. Over the last 3 years, Sterling has adopted a
were introduced, offering attractive rates and doorstep delivery
hybrid strategy of both acquiring members and operating as a
of forex under four hours across 15 cities. In FY20, the business
holiday hotel/resort. The business is primarily focused on family
clocked a revenue of Rs 2,927.3 mn and an EBIT of Rs 959.0 mn. & group holidays along with conferences by corporates and
destination weddings.

Sterling has a strong, balanced and experienced leadership team, True Omni Channel Experience
drawn from across hospitality and other industries, giving the
team the strength, vision and competences required to guide the We believe in providing a seamless customer experience to our
aggressive growth plans. In addition, the company has embarked on customers with end to end solutions for their entire experience
a digitization plan across customer-facing functions and back end lifecycle with us.
processes that would enable it to focus on driving customer-centric To deliver on this agenda, we aim to provide connectivity to our
growth. customers through any of our omni channel options and thereby
(Refer to page 43 for further details) have integrated our backend, CRM and frontend systems. With this
our objective is to provide accessibility and a seamless & uniform
Digiphoto Entertainment Imaging (DEI) experience. This would further help us with an optimum utilization
of resources across retail branches and the call center.
While remaining committed to grow our existing capabilities, TCIL
ventured into this exciting new business space, adjacent to our core Analytics
travel services portfolio with a majority (51%) stake acquisition in
DEI in March 2019. We have deployed advanced analytics which have helped improve
lead conversion and also customer satisfaction. Our targeted
Founded in 2004, DEI is the market leader in imaging services and marketing campaigns not only rationalise costs but also get the
solutions aimed at capturing guests’ memorable experiences by most conversions out of these campaigns.
providing the highest quality imaging services and solutions. DEI
has a presence in 16 countries, with 134+ partners across 299 Mobile initiatives
attractions with regional offices in Orlando, Mumbai, Hong Kong, Our customer self service module on our mobile app has garnered
Singapore and Malaysia and is headquartered in Dubai. appreciation from our customers with respect to ease or usage
Some of the key venues where DEI operates are Burj Khalifa, Atlantis for travel related activities such as regular updates on visa status,
the Palm, Ski Dubai, Resorts World Sentosa, Ferrari World, Wildlife downloading flight tickets and other tour related documents.
Reserves Singapore, Atlantis Sanya, NP360, Warner Brothers and Shared Services
Venetian Macau among others. DEI is committed to turning priceless
moments into timeless memories and during the year has secured At the Group level, Shared Services Centre focuses on consolidation
new contracts - strategic partnership agreement with Atlantis of business operations that are used by multiple entities of the
Paradise Island, Bahamas. On account of COVID-19, the locations Group. These include functions such as HR, IT, Admin and Finance.
and attractions where DEI operates were required to be temporarily With its various entities managed under one Shared Service Centre,
shut. However, starting mid-May, services have resumed in 10 out the Group unlocks efficiencies and better management of resources.
of 16 countries. This also ensures that the same vendor and employee experience is
provided to all companies across the Group. SSC, at the Group level
Driven by the proven track record and strong relationship also utilises technology solutions to streamline processes. The
established with its partners, DEI has successfully implemented Company has successfully gone live with bots on certain processes
several cost conservation initiatives and has been able to negotiate leading to enhanced efficiency
with the partners on reduction/waiver of sponsorship amounts,
marketing fees and revenue shares. Also, DEI has taken measures to Fund management
reduce its operational expenses.
Increased focus on liquidity and cash flow
DEI completed 2.7 mn transactions in FY20. At the end of FY20, DEI
Over the last seven years, the Company has been aggressive on
had reported a revenue of Rs 5,297.7 mn.
maximising financial efficiencies within the entire system. This is
(Refer to page 41 for further details) in line with the philosophy of generating Free Cash Flow (FCF) - one
of the key criteria that the Group’s parent Fairfax uses to measure
Technology performance of its companies. This cash generation and efficiency
Technology is now evolving at a rapid pace and enables faster improvement has now proven to be very beneficial in this pandemic
change and progress. We continue to adopt emerging technologies situation.
to ensure a ‘wow’ customer experience at every moment of truth – Preservation of liquidity has been a key challenge for corporate
both at the customer interface level (front-end) and at the backend India in this pandemic affected period. This is where the Group’s
technology platforms. vision and long standing approach towards preserving liquidity,
Website enhancement reducing dependence on external borrowings and creating enough
liquidity backups has proved to be of immense help. Complete focus
Our new responsive website developed by the Company’s in house on having enough liquidity backup and continuous monitoring of
team has helped drive cost efficiencies and a faster go-to-market the same in this period is one of the topmost priorities.
ability. The customer stickiness and engagement has witnessed
growth year on year and that has translated into growing revenues Considering the credit/NBFC crisis during the year and the defaults
through the online channel. The website stands optimised with rich by corporates and other institutions, it became essential to take
and engaging content, images and videos for different needs of the prudent steps on reviewing and closely monitoring credit exposure
online savvy customers. on the company’s investments in order to minimise any impact of
the credit issues in the external environment.
Key focus areas for FY20 During the year under review, the Company has revised the
Nomination cum Remuneration Policy, in accordance with the
- Improving efficiencies and free cash maximisation enabled
amendments to Section 178 of the Companies Act, 2013 and SEBI
the Company to build cash reservoirs thereby reducing
(Listing Obligations and Disclosure Requirements) Regulations,
dependence on external debt
2015.
- Liquidity risk management wherein the Company has been
The salient features of the Policy as approved by the Board and
working on creating strong liquidity backups to tide over
amended from time to time are as follows:
difficult times.
i. Appointment of the Directors and Key Managerial Personnel of
- Minimising the impact of credit issues in the external
the Company.
environment on company’s surplus funds.
ii. Fixation of the remuneration of the Directors, Key Managerial
- Support to Group companies - The strong cash position of the
Personnel and other employees of the Company.
parent company i.e. Thomas Cook (India) Ltd. acts as a backup
support system for the entire Group, comprising multiple iii. Formulate a criterion for determining qualifications, positive
brands and companies spread over 25 countries. This can attributes and independence of a director.
help in extending support, as and when needed to help the
iv. Specify methodology for effective evaluation of performance
subsidiaries to tide over tough situations eventually leading
of Board/committees of the Board and review the terms
to protecting shareholder value, the benefits of which would
of appointment of Independent Directors on the basis of
be reaped by the Group over a period of time.
the report of performance evaluation of the Independent
Human resources Directors.
The Group’s over 9,400 strong workforce is the backbone of its v. To ensure a transparent nomination process for directors with
operations. Here, each employee is treated with dignity and respect. the diversity of thought, experience, knowledge, perspective
They are the Group’s brand ambassadors to the external world. and gender in the Board.
The Company, thus, focuses on building a nurturing ecosystem
vi. Undertake any other matters as the Board may decide from
that empowers employees and gives them growth opportunities
time to time.
through different training programmes, leadership development
modules, engagement sessions, and so on. The Nomination cum Remuneration Policy of the Company is
available on the website of the Company at https://resources.
A detailed discussion on Human Capital and employee engagement
thomascook.in/downloads/TCIL_NRC_POLICY_01-02-2019.pdf.
can be read on page 44
Corporate social responsibility
Remuneration policy and performance criteria
As part of the Fairfax Group of Companies, the Company has
The Nomination & Remuneration Committee determines and
partnered with the Fairfax India Charitable Foundation (FICF)
recommends to the Board, the compensation of the Directors and
to contribute to a nationwide dialysis support programme to
employees. The shareholders approve the compensation of the
beneficiaries in areas where there is limited access to nephrology
entire period of the Executive Directors’ term. The compensation
care.
payable to each of the Independent Non Executive Directors is
limited to a fixed percentage of profits per year as recommended by A detailed discussion on CSR engagement may be read on page 65-
the Nomination & Remuneration Committee, subject to necessary 66.
approvals, where required. The detailed policy can be read on page
58. Financial performance
Consolidated performance
Nomination Cum Remuneration Policy
• Total Income from operations increased by 3% to reach Rs.
For the purpose of selection of any Directors, Key Managerial
69,483.0 Mn from Rs. 67,186.9 Mn
Personnel and Senior Management Employees, the Nomination
& Remuneration Committee identifies persons of integrity who • Total Earnings Before Interest, Taxes, Depreciation and
possess relevant expertise, experience and leadership qualities Amortisation increased by 12.0% to reach Rs. 2,217.9 Mn from
required for the position. The Committee also ensures that the Rs. 1,975.0 Mn
incumbent fulfils such other criteria with regard to age and other • On a consolidated basis, the Company reported PBT before
qualifications as laid down under the Companies Act, 2013 or other exceptional items of Rs. (298.3) mn, compared to the previous
applicable laws. The Board has, on the recommendation of the year’s Rs 573 mn .
Nomination & Remuneration Committee framed a Nomination cum • Profit / (Loss) After Tax stood at Rs. (177.9) Mn compared to Rs.
Remuneration policy for selection, appointment and remuneration 358.5 Mn
of Directors, Key Managerial Personnel & Senior Management
Employees.

Standalone performance Risk management
• Total Income from operations stood at Rs. 21,905.4 Mn in FY20 Risk assessment and management are critical to ensure long term
as compared to Rs 23,276.9 Mn sustainability of the business. The Company has in place a strong
• Standalone profit after tax stood at Rs (249.1) as compared to risk management framework with regular appraisal by the top
Rs 208.2 mn. management. Enlisted below are the key risks identified by the
management and the related mitigation measures.
FY20 includes one-time cost of Rs. 250 Mn. on account of stamp
duty payable pursuant to the Composite Scheme of Arrangement • Economic Risk: Our business is closely associated with the
and Amalgamation - refer note 38 of Consolidated Financial macro environment that impacts the consumers’ spending
statements. power. The COVID-19 pandemic has not only led to global
health and safety concerns, but has also thrown many
FY20 performance is reflective of the impact of COVID-19 across
economies into slowdown.
its overseas businesses as early as January 2020 and post Feb-
March for the India businesses. Additionally, during the year, In Mitigation Measures:
even without the impact of the pandemic, travel demand in India
We have taken several measures to combat the temporary
and several key markets for the Group were subject to a series of
effects of the pandemic on our businesses. To mitigate health
challenging external factors.
and safety concerns of our consumers and our staff, there has
Key Financial Ratios been increased focus on online sales with minimal physical
interaction. Apart from venturing into diversified business
Sr. Key Financial Ratio UOM FY 19 FY 20 Variance
No. segments, we are focusing on technology as a key enabler
1 Debtors Turnover Ratio Times 6.8 13.5 100% in emerging as a far leaner and efficient organization, which
would help to mitigate the risk arising from the current macro-
2 Interest Coverage Ratio Times 5.3 8.7 64%
economic slowdown, to some extent.
3 Current Ratio Times 1.1 1.0 -9%
4 Debt-Equity Ratio Times 0.0 0.1 185% Launched “Assured” Safe Travel Program, a series of
5 Operating Profit Margin (%) 1.9% 1.7% -7% comprehensive health and safety measures in place across
6 Net Profit Margin (%) 0.9% 1.4% 52% every travel touch-point from airports, airlines, local
7 Return on Net Worth (%) 1.3% 2.1% 56% transportation, hotels, restaurants and attractions and
encompasses employees and suppliers, sellers and channels,
Reasons for variations of 25% or more in above ratios: including franchisees & customers
Debtors turnover ratio on higher side due to business disruption Partnered with ICMR accredited medical centres pan India,
caused on account of COVID-19 related lockdown in the country becoming the first travel service providers to offer seamless,
end-to-end COVID-negative certification services
Interest Coverage ratio is on higher side due to lower interest and
finance charges on financial liabilities measured at amortised cost Curating innovating products which are ensuring health and
for the current year as compared to the previous year safety of customers such as self-drive packages, wellness
packages and short haul packages to destinations around
Debt Equity ratio is on higher side due to higher working capital
beaches, wildlife sanctuaries, mountains etc. Offering virtual
borrowings availed during the year as compared to previous year
and digital conferences, R&Rs for corporate customers
on account of COVID-19 pandemic disruption
• Credit Risk: As the Company deals with a wide range of
Net profit margin is on higher side due to lower revenue for the year
corporates and channel partners, it is exposed to credit risk.
compared to the previous year
Any default or delay in payments may adversely affect the
Return on Net Worth is on higher side on account of reduction in Company’s financials.
total equity during the year due to impact of composite scheme of
Mitigation Measures: The Company’s well-defined, balanced
amalgamation and arrangement
and comprehensive client policy drives all contracts and
Notes for the purposes of above calculation: business dealings in addition to the finance team’s evaluation
of financial capabilities of big clients and channel partners.
EBIT = Earnings before tax before exceptional item (refer note 36 of
Standalone Financial statement) and non cash charge of MTM loss • Forex risks: Being exposed to a significant number of
on Quess Shares (refer note 38 of Standalone Financial statement) geographies, the Company deals in a number of currencies
+ Interest and finance charges on financial liabilities measured at and runs the risk of unfavourable movement in any currency
amortised cost leading to financial losses.
PAT = (Loss) / Profit after Tax before exceptional item (refer note 36 Mitigation Measures: The Company has a stringent hedging
of Financial statement) and non cash charge of MTM loss on Quess policy to manage forex risks. The Company keeps a close watch
Shares (refer note 38 of Financial statement) on all currency movements and enters hedging contracts to
protect margins.
• Competition risks: The Company is a premium brand in reviewed and wherever necessary, they are modified or re-designed
all the categories across geographies and competes with to ensure better efficiency, effectiveness and improved controls.
local players. Due to stiff competition and pricing wars, the All processes and systems are subject to Internal Audit through
Company’s operating margins can be adversely impacted. an annual internal audit plan approved by the Audit Committee.
These are further supported by Statutory Auditors who validate
Mitigation Measures: The Company’s leadership presence in that financial reporting is true and fair. The results of all audits
most markets helps to derive competitive advantages while are discussed with Senior Management and reviewed by the Audit
our pricing strategy is based on healthy targeted margins. Committee that meets atleast every quarter. The Company has also
• Integration risks: The Company’s investment in diversified adopted a system of Concurrent Audit, in line with RBI guidelines
businesses in divergent geographies requires harmonious for its Foreign Exchange business across branches. The Company’s
integration of people, assets, processes and systems. Anti-Money Laundering Policy is regularly reviewed and updated,
Any deficiency in the integration process may impact the incorporating applicable revisions therein according to any
Company’s growth prospects. modified guidelines issued by the RBI.
Mitigation Measures: The Company’s promoters and senior Forward looking statements
management have successful track records in managing Statements forming part of the Management Discussion and
acquisitions and integrations. Further, the Company has Analysis covered in this Report may be forward-looking within
recently streamlined business segments into four verticals for the meaning of applicable securities laws and regulations. Actual
greater focus and agility in business operations. results may differ materially from those expressed in the statement.
Internal control systems and their adequacy Important factors that could influence the Company’s operations
include demand and supply conditions, changes in government
Internal control systems are embedded in all processes across regulations, exchange rates, tax laws, monsoon, natural hazards,
all functions within the Company. These systems are regularly economic developments within the country and other factors.

Report Of The Directors On Corporate Governance
1. COMPANY’S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE
Thomas Cook (India) Limited (‘TCIL/Company’) philosophy on Corporate Governance is to conduct its business in a manner which is
ethical and transparent with all stakeholders of the Company. The Company believes in providing a structure that works for the benefit
of everyone concerned, by ensuring that the Company adheres to ethical standards, laws and best practices. The Company’s policy on
Corporate Governance is to make it a way of life by, inter alia, adopting standard Corporate Governance practices through continual
improvement of internal systems and satisfaction of customers and shareholders. The Company in its approach to adopt the best
possible practices of Corporate Governance and keeping adherence to the latest rules and regulations prescribed by various regulatory
authorities, has taken all the necessary steps to stay in line with the continuously progressing governance demands.
TCIL, endeavours to demonstrate the highest standards of corporate governance and ethical behaviour across all levels within the
organisation with a zero- tolerance policy towards any deviation from these standards. Our ethical framework focuses on long term
shareholder value creation through responsible decision making. As a global organisation, the Corporate Governance practices followed
by the Company and its subsidiaries are compatible with international standards and practices.
Our Corporate Governance framework ensures that we make timely disclosures and share relevant information regarding our financial
performance, as well as disclosure related to the leadership and governance of the Company. At TCIL, Corporate Governance is more
than just adherence to the statutory and regulatory requirements. It is equally about focusing on voluntary practices that underline the
highest levels of transparency and propriety.
Over the years, the Board of Directors (“Board”) has developed corporate governance guidelines to help fulfill our corporate
responsibility towards the Company’s stakeholders. These guidelines ensure that the Board will have the necessary authority and
processes to review and evaluate the Company’s operations when required. Further, these guidelines allow the Board to make decisions
that are independent of the Management. The Board may change these guidelines as and when required, to achieve the Company’s
stated objectives.
2. BOARD OF DIRECTORS (‘BOARD’)
TCIL, as a Company believes that an active, well informed and independent board is necessary to ensure the highest standards of
corporate governance. The Company believes that the Board is at the core of corporate governance.
Size and Composition of the Board
The Composition of the TCIL Board as on March 31, 2020 included eight (8) members with two (2) Executive Directors and six (6) Non
Executive Directors, of which four (4) were Independent Directors including a Woman Independent Director, comprising of experts from
various fields/professions. Mr. Madhavan Menon, Chairman and Managing Director, was re-appointed by the Board at its meeting held on
January 30, 2020 w.e.f. March 1, 2020, subject to approval of Shareholders. Further, at the said meeting, the Board also approved
the re-appointment of Mr. Pravir Vohra for the second term as the Non-Executive Independent Director of the Company w.e.f.
April 10, 2020 to April 9, 2025 subject to approval of Shareholders.
Mrs. Kishori Udeshi was re-appointed for the second term as the Non-Executive Independent Director of the Company w.e.f.
September 16, 2019, pursuant to approval of Shareholders at the Annual General Meeting (AGM) held on August 9, 2019.
The composition of the Board of Directors of the Company is in accordance with Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended from time to time and the Companies Act, 2013, read with applicable
rules made there under as amended from time to time.
Key Skills, Expertise and Competencies of the Board
The Board of Directors of TCIL comprises of qualified members who have the skills, expertise and competence to make effective
contribution to the growth of the Company as well as on the various business and governance matters discussed in the Board and
Committee meetings. The Board members are committed to ensuring that the Company is in compliance with the requisite standards
of corporate governance.
The table below summarizes the list of core skills, expertise and competencies in the context of the Company’s business which are
taken into consideration while appointing Board members.
Sr. Skills, Expertise and Competencies Brief particulars
No. of the Board
1. Financial knowledge The Board member needs to have adequate financial knowledge. He needs to have
proficiency in complex financial management, capital allocation and financial reporting
processes or experience of working in the financial sector or in a finance related
Company.
2. Global business As the Company has presence all over the world, the Board member should have
experience in driving business success in markets around the world, with an
understanding of diverse business environments, economic conditions, cultures and
regulatory frameworks and a broad perspective on global market opportunities.
3. Leadership The Board member needs to extend leadership experience for an enterprise resulting in
a practical understanding of organisation, processes and risk management. He needs to
demonstrate strengths in driving change and long term growth.
4. Business Strategy & Development Experience in leading growth through acquisitions and other business combinations,
with the ability to assess and analyse various corporate restructuring strategies as per
the Company’s culture and business plans.
5. Board Service and Governance Experience of holding the position of director on the Board of a Public Company to
develop insights about maintaining board and management accountability, protecting
shareholder interests and maintaining standards of Corporate Governance.
The following table provides the availability of aforesaid skills with the Directors of the Company:
Names of Directors Areas of Expertise
Financial Global Leadership Business Strategy & Board Service and
knowledge business Development Governance
Mr. Madhavan Menon √ √ √ √ √
Mr. Mahesh Iyer √ √ √ √ √
Mr. Sumit Maheshwari √ √ √ √ √
Mr. Chandran Ratnaswami √ √ √ √ √
Mr. Sunil Mathur √ √ √ √ √
Mr. Nilesh Vikamsey √ √ √ √ √
Mrs. Kishori Udeshi √ √ √ √ √
Mr. Pravir Kumar Vohra √ √ √ √ √
Board Meetings
The Meetings of the Board of Directors are scheduled well in advance and generally held at the Company’s Registered Office or
Corporate Office in Mumbai and all the necessary information and documents as required under Regulation 17(7) read with Schedule II
Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the meetings are made available
to the Board of Directors. Senior Executives / Management of the Company are invited to attend Meetings of the Board and Committees,
to make presentations and provide clarifications as and when required. The Board meets at least once a quarter to review the quarterly
performance and approve the financial results.
With a view to leverage technology and reduce paper consumption since the year 2017, the Company has initiated convening of the
Board and its Committee meetings through electronic means which includes disseminating of documents such as Notices, Agendas,
Notes etc. to the Directors through electronic means. Further, the minutes of the meetings are also circulated to the Directors via
electronic mode. All the Directors have an access to the documents of the meeting on real time basis. Each Director has been provided
with an iPad for the said purpose. This electronic mode of delivery of Agenda papers, minutes and other documents not only ensures
high standards of security and confidentiality, required for storage and circulation of Board papers but also increases the active
involvement of the Board Members.
The Board met eight (8) times during the financial year ended March 31, 2020. The said meetings were held on May 27, 2019,
August 06, 2019, October 03, 2019, November 07, 2019, November 25, 2019, December 02, 2019, January 30, 2020 and
February 26, 2020 respectively.
Disclosures, Membership, Attendance & Other Directorships:
The necessary disclosures regarding Directorships, Memberships and Chairmanships in various other Boards and Committees and
shareholding in other companies have been made by all the Directors. None of the Directors on the Board is a Member of more than ten
(10) Committees and/or acts as a Chairman of more than five (5) Committees across all Public Companies in which they are Directors.
Further, none of the Directors served as an Independent Director in more than seven (7) listed Companies and held Directorship in
more than ten (10) public companies. Further, the Managing Director and Executive Director of the Company are not serving as an
Independent Director on the Board of any other listed entity.

Details of Membership and Attendance of each Director at the Board of Directors Meetings held during the financial year under
review and the last Annual General Meeting and the number of other Directorships including the names of listed entities in which
they are a director and Chairmanship/ Membership of Board Committees as on March 31, 2020 are as follows:
Sr. Name of the Director Category* Designation Board Attendance No. of No. of Chairmanship / Directorship in listed entities
No. Director Identification Meetings at the last Directorship in Membership in other Board
No. attended AGM other Boards Committees [including
[excluding Thomas Cook (India) Limited]
Thomas Cook ##
(India) Limited] #
Public Private Chairmanship Membership Name of Listed Category of
includes entities where Directorship
chairmanship director [including
Thomas Cook (India)
Limited]
1. Mr. 00008542 ED Chairman & 8 Yes 4 2 0 5 -Thomas Cook (India) -Chairman and
Madhavan Managing Limited Managing Director
Menon Director - CSB Bank Limited -Part time Chairman
Non Executive Director
2. Mr. Mahesh 07560302 ED Executive 7 Yes 0 1 0 1 -Thomas Cook (India) -Executive Director and
Iyer Director Limited Chief Executive Officer
and Chief
Executive
Officer
3. Mr. Sumit 06920646 NED Director 7 No 8 3 0 8 -Thomas Cook (India) -Non Executive Director
Maheshwari Limited
-Fairchem Speciality -Non Executive
Limited Nominee Director
- CSB Bank Limited Non-Executive Non
Independent Director
4. Mr. Chandran 00109215 NED Director 6 No 6 2 0 3 -Thomas Cook (India) - Non Executive
Ratnaswami Limited Director
- IIFL Finance Limited -Non Executive Non
- Quess Corp Limited -Non Executive Non
5. Mr. Sunil 00013239 I & NED Director 7 Yes 7 1 3 9 -Thomas Cook (India) -Non Executive
Mathur Limited Independent Director
-ITC Limited -Non Executive
-Ultratech Cement -Non Executive
Limited Independent Director
- Chairman / Non
-DCM Shriram Executive Independent
Industries Limited Director
6. Mr. Nilesh 00031213 I & NED Director 7 Yes 9 0 2 10 -Thomas Cook (India) -Non Executive
Vikamsey Limited Independent Director
-Navneet Education - Non Executive Non
-PNB Housing Finance -Non Executive
-IIFL Finance Limited -Non Executive
-SBI Life Insurance -Non Executive
Company Limited Independent Director
7. Mrs. Kishori 01344073 I & NED Director 8 Yes 7 0 2 7 -Thomas Cook (India) -Non Executive
Udeshi Limited Independent Director
-Elantas Beck India -Non Executive
-Haldyn Glass Limited -Non Executive
-Shriram Transport Independent Director
Finance Company -Non Executive
-ION Exchange (India) -Non Executive
8. Mr. Pravir 00082545 I & NED Director 8 Yes 3 0 2 6 -Thomas Cook (India) -Non Executive
Kumar Vohra Limited Independent Director
-IDFC First Bank -Non Executive
Limited Independent
Shareholder Director
-Quess Corp Limited -Non Executive
* ED – Executive Director NED – Non Executive Director I & NED– Independent and Non Executive Director
# This includes all Indian Companies, excluding Section 8 Companies and Foreign Companies.
## This includes Audit Committee and Stakeholders Relationship Committee of Indian Public Limited Companies.
The Board, on request of the Director(s) has granted Leave of Absence to the Director(s) being unable to attend the respective Board
Meeting(s) and Committee Meeting(s). The Company also provides audio video conferencing facility to its Directors to enable their
participation so that they can contribute in the discussions at the Meetings.
Details of Directors to be Appointed or Re-Appointed at the Annual General Meeting
Re-appointment of Director retiring by rotation at the Annual General Meeting
Pursuant to the provisions of Companies Act, 2013 and the Articles of Association of the Company, two third of the Directors are liable
to retire by rotation except Independent Directors and Managing Director who are not liable to retire by rotation. One third of these
Directors shall retire every year by rotation and if eligible, shall qualify for re-appointment.
In accordance with Article 116 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 2013,
Mr. Chandran Ratnaswami (DIN: 00109215), Non Executive Director, retires by rotation at the ensuing Annual General Meeting of the
Company and being eligible, offers himself for re-appointment.
Mr. Chandran Ratnaswami (DIN: 00109215)
Brief Profile
Mr. Chandran Ratnaswami is the Chief Executive Officer and Director of Fairfax India Holdings Corporation, a company listed on the
Toronto Stock Exchange and is also a Managing Director of Hamblin Watsa Investment Counsel Limited, a wholly owned investment
management company of Fairfax Financial Holdings Limited. Hamblin Watsa provides discretionary investment management to all the
insurance and reinsurance subsidiaries of Fairfax and currently manages approximately $ 40 Billion of assets.
Mr. Ratnaswami serves on the Boards of, among others, Quess Corp Limited, Bangalore International Airport Limited, National Collateral
Management Services Limited, Go Digit General Insurance Limited, Fairbridge Capital Private Limited in India, Zoomer Media, Fairfax
India Holdings Corporation in Canada, Thai Reinsurance, Thailand, and Fairfirst Insurance Limited, Sri Lanka.
Mr. Ratnaswami joined the Board of Thomas Cook (India) Limited with effect from August 22, 2012. Mr. Ratnaswami is not debarred from
holding of office of Director pursuant to any Securities and Exchange Board of India Order or any other such authority.
Disclosures for Re-appointment
Disclosures pursuant to the Secretarial Standards 2 and Regulation 26(4), 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are as under:
DIN 00109215
Age 71 years
Qualifications Mr. Chandran Ratnaswami holds a Bachelor’s degree in Civil Engineering
from I.I.T. Madras, India and an MBA from the University of Toronto, Canada
Experience 48 years
Brief Profile and Expertise Brief Profile and Expertise as aforementioned.
Terms and Conditions of appointment Mr. Chandran Ratnaswami will be re-appointed as a Non Executive Director,
liable to retire by rotation
Current Remuneration Mr. Chandran Ratnaswami, being Non Executive Director, is eligible to be
paid Commission and sitting fees depending upon the number of Board and
Committees meetings attended but he voluntarily waived his entitlement to
his share of commission and sitting fees.
Remuneration Payable Remuneration payable shall include Commission as devised by the Company,
sitting fees depending upon the number of Board and Committees meetings
attended and Reimbursement of expenses incurred for attending the
meeting.
Date of first appointment on the Board August 22, 2012
Details of shareholding in the Company NIL
Relation with other Directors, Manager and KMP’s No relation with any Director, Manager or KMP
No. of meetings attended during the financial year 6 out of 8 for Financial Year 2019-2020

Mr. Chandran Ratnaswami’s detailed Directorships and Committee Memberships of companies [including Thomas Cook (India)
Limited] as on March 31, 2020 are as follows:
Name of Body Corporate/ Firm Position (Whether as Name of Committee Position
Director/ Managing (Whether
Director/ Chairman) as Member/
Chairman)
Thomas Cook (India) Limited Director Audit cum Risk Management Committee Member
Nomination and Remuneration Committee Member
Bangalore International Airport Limited Director - -

IIFL Finance Limited (formerly known as Director - -
IIFL Holdings Limited
National Collateral Management Nominee Director Nomination and Remuneration Committee Chairman
Services Limited
Quess Corp Limited Non-Executive Director Audit Committee Member
Sanmar Engineering Services Limited Director - -
Go Digit General Insurance Limited Director Investment Committee Chairman
Risk Management Committee Chairman
Policyholder Protection Committee Chairman
Corporate Social Responsibility Committee Member
Audit Committee Member
Share Allotment Committee Member
Fairbridge Capital Private Limited Director - -
Go Digit Infoworks Services Private Director - -
Limited
Thai Reinsurance Public Company Vice Chairman - -
Limited – Thailand
Zoomer Media Limited – Canada Director - -
HWIC Asia Fund– Mauritius Director - -
ORE Holdings Limited Director - -
FAL Corporation Director - -
Fairfax India Holdings Corporation Director - -
Primary Real Estate Investment Director - -
Fairbridge Capital (Mauritius) Limited Director - -
FIH Mauritius Investments Limited Director - -
FIH Private Investments Limited Director - -
H Investments Limited Director - -
Fairfirst Insurance Limited (Union Director - -
Assurance General Limited
amalgamated with Asian Alliance
General Limited)
I Investments Limited Director - -
HW Private Investments Limited Director - -
Fairbridge Investments (Mauritius) Director - -
Limited
Fairfax Consulting Services India Director - -
Limited
11470370 Canada Inc. Director - -
Re-appointment of Managing Director at the Annual General Meeting
Mr. Madhavan Menon (DIN:00008542)
The Members at the 38th Annual General Meeting (AGM) of the Company held on August 27, 2015 by way of Special Resolution
approved the appointment and remuneration of Mr. Madhavan Menon as Managing Director of the Company for a period of 5 years
commencing from March 1, 2015 on the terms and conditions as agreed between the Board of Directors and Mr. Menon.
As his current term is valid upto February 29, 2020, the Nomination & Remuneration Committee and Board members had, vide its
resolution passed at its meeting held on January 30, 2020, recommended the re-appointment of Mr. Madhavan Menon as Chairman and
Managing Director for a further period of five years with effect from March 1, 2020 to February 28, 2025, subject to approval of members.
Mr. Menon is not debarred from holding of office of Director pursuant to any Securities and Exchange Board of India Order or any other
such authority.
Brief Profile
Mr. Madhavan Menon, joined Thomas Cook India in the year 2000 as the Executive Director responsible for the Foreign Exchange
business and stepped up to the position of Managing Director in January 2006; Chairman & Managing Director in January 2016.
Mr. Madhavan completed his MBA from George Washington University and undergraduate degree from American University of Beirut.
Mr. Madhavan has a varied background, having commenced his career in Banking at Grindlays Bank, Citibank and Emirates Bank and in
Birla Sun Life Asset Management Company.
Mr. Madhavan is a Member on the Board of Thomas Cook (India) Limited and holds Directorships in the various subsidiaries of the
company. He is also the Chairman of the Fairfax India Charitable Foundation that focusses on bringing down the cost of treating kidney
related ailments in the country.
During his tenure, Thomas Cook India has made several acquisitions, making it the largest travel and travel related services company in
India and has expanded the global foot print of the Group to cover 21 countries across 4 continents, with operations in Australia, China,
ASEAN, South Asia, Middle East, Southern Africa, Eastern Africa and North America.
Disclosures pursuant to the Secretarial Standards 2 and Regulation 36 of Securities & Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are as under:
DIN 00008542
Age 65 years
Qualifications Mr. Madhavan Menon completed his MBA from George Washington
University and undergraduate degree from American University of Beirut.
Experience 38 years
Terms and Conditions of appointment Mr. Madhavan Menon be re-appointed as the Chairman and Managing
Director for a further period of five years with effect from March 1, 2020
to February 28, 2025 as per such terms and conditions as agreed and
contained in the Agreement, not liable to retire by rotation.
Current Remuneration As stated in Item No. 3 of the Notice.
Remuneration Payable As stated in Item No. 3 of the Notice.
Date of first appointment on the Board May 1, 2000
Details of shareholding in the Company 810054 equity shares as on date of the notice
Relation with other Directors, Manager and KMP’s No relation with any Director, Manager and KMP

Mr. Madhavan Menon's detailed Directorships and Committee Memberships of companies [including Thomas Cook (India) Limited] as
on March 31, 2020 are as follows:
Name of Body Corporate/ Firm Position (Whether as Name of Committee Position (Whether
Director/ Managing as Member/
Director/ Chairman) Chairman)
Thomas Cook (India) Limited Chairman and - Sub Committee - Chairman
Managing Director
Travel Corporation (India) Limited Chairman - Sub Committee - Member
[Formerly known as SOTC Travel - Audit Committee - Member
Management Limited] - Nomination and Remuneration Committee - Member
- CSR Committee - Member
Sterling Holiday Resorts Limited Director - Audit Committee - Member
- Nomination and Remuneration Committee - Member
Cedar Management Consulting Director - -
Private Limited
Thomas Cook (Mauritius) Holding Director - -
Co. Limited
Travel Circle International Limited Director - -
(Formerly Known as Luxe Asia
Travel (China) Limited)
TCI- GO Vacation India Private Director - -
Limited
SOTC Travel Limited Chairman - Nomination and Remuneration Committee - Member
(Formerly known as SOTC Travel - CSR Committee - Member
Private Limited) - Management Sub Committee of Board - Chairman
- Audit Committee - Member
- Banking Committee - Member
Horizon Travel Services LLC Director - -
Private Safaris (E.A.) Ltd.,Kenya Director - -
Kuoni Australia Holding Pty Ltd Director - -
Australian Tours Management Pty Director - -
Ltd
Asian Trails Holding ltd. Director - -
Kuoni Private Safaris (Pty) Ltd Director - -
CSB Bank Limited Part-time Chairman - NPA Management Committee - Member
- Risk Management Committee - Member
- Customer Service Committee - Member
- Stakeholders Relationship Committee - Member
- Committee for monitoring large value frauds - Member
(CMF)
- Nomination & Remuneration Committee - Member
- IT Strategy Committee - Member
- Corporate Social Responsibility Committee - Member
Thomas Cook Lanka (Private) Director - -
Limited
SITA World Travel Lanka (Private) Director - -
Limited
Luxe Asia (Private) Limited Director - -
Thomas Cook (Mauritius) Non-Executive - -
Operations Co. Limited Director
Re-appointment of Mr. Pravir Kumar Vohra as the Non-Executive Independent Director of the Company
Mr. Pravir Kumar Vohra (DIN: 00082545)
The members at the Annual General Meeting held on August 27, 2015, had approved the appointment of Mr. Pravir Kumar Vohra
(DIN: 00082545), as a Non Executive Independent Director of the Company for a period of 5 consecutive years commencing from
April 10, 2015 to April 9, 2020.
The aforesaid tenure of Mr. Pravir Kumar Vohra (DIN: 00082545) has been completed on April 9, 2020. Based on the recommendation
of the Nomination and Remuneration Committee and the Performance Evaluation Report and based on the notice received in writing
by a member under Section 160 of the Companies Act, 2013, proposing his candidature for office of a Director of the Company, the
Board of Directors vide resolution dated January 30, 2020 recommended for the approval of the members, the re-appointment of
Mr. Pravir Kumar Vohra as a Non Executive Independent Director for a second term of five consecutive years w.e.f. April 10, 2020 to
April 9, 2025 in terms of the Articles of Association of the Company and applicable provisions of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Mr. Vohra is not debarred from holding of office of Director pursuant to
any Securities and Exchange Board of India Order or any other such authority.
The provisions of Section 149 of the Companies Act, 2013 states that an Independent Director can be appointed for a second term
subject to the approval of the members by way of a Special Resolution.
Accordingly, the approval of the members is sought for the reappointment of Mr. Pravir Kumar Vohra as a Non Executive Independent
Director for second term of five consecutive years w.e.f. April 10, 2020 to April 9, 2025.
Brief Profile
Mr. Pravir Vohra is a postgraduate in Economics from St. Stephen’s College, University of Delhi and a Certified Associate of the Indian
Institute of Bankers. He has worked for over 23 years with State Bank of India at a number of senior positions both in India and abroad.
His last assignment, before he took voluntary retirement, in 1999 was as head of the Bank’s Forex Division at New Delhi. He served a
brief stint in the Corporate Banking group of Times Bank Ltd before moving to the ICICI Bank group where he headed the Technology
function for many years. He was also additionally responsible for facilities management, infrastructure and administration including
the roll out of new branches and ATMs.
Mr. Vohra has served on numerous technology & functional committees set up by organizations such as the CBDT, UIDAI, IBA and the
RBI. He has also served as a nominee director on the boards of Loyalty Solutions & Research Pvt Ltd, ICICI Securities Ltd, Firstsource
Solutions Ltd and as an independent director on MCX India Ltd.
Post his retirement as President & Group CTO of ICICI Bank in 2012, Mr. Vohra is mentoring start-ups in the payments space and also
serves on the Technology Advisory Committees of organizations like the Bombay Stock Exchange, NCDEX, NPCI & Power Exchange of
India Ltd.
Mr. Vohra joined the Board of Thomas Cook (India) Ltd. with effect from April 10, 2015.
Disclosures pursuant to the Secretarial Standards 2 and Regulation 26(4), 36 of Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are as under:
DIN 00082545
Age 66 years
Qualifications Mr. Pravir Vohra is a postgraduate in Economics from St. Stephen's College,
University of Delhi and a Certified Associate of the Indian Institute of
Bankers
Experience Over 44 years
Terms and Conditions of appointment Mr. Pravir Vohra shall be appointed as Non Executive Independent Director
for a second term of five consecutive years effective from April 10, 2020 to
April 9, 2025 or till such earlier date to confirm with Company’s policy on
Corporate Governance.
Current Remuneration Rs. 37,61,381
Remuneration Payable Remuneration payable shall include Commission as devised by the
Company, sitting fees depending upon the number of Board and
Committees meetings attended and Reimbursement of expenses incurred
for attending the meeting.
Date of first appointment on the Board April 10, 2015
Details of shareholding in the Company 10,495 equity shares as on date of the notice
Relation with other Directors, Manager and KMP’s No relation with any Director, Manager and KMP

Mr. Pravir Vohra’s detailed Directorships and Committee Memberships of companies [including Thomas Cook (India) Limited] as on
March 31, 2020 are as follows:
Name of Body Corporate/ Firm Position (Whether as Name of Committee Position (Whether as
Director/ Managing Member/ Chairman)
Director/ Chairman)
Thomas Cook (India) Limited Director - Stakeholders Relationship Committee - Chairman
Quess Corp Limited Director - Audit Committee - Member
- Nomination and Remuneration Committee - Chairman
- Corporate Social Responsibility - Member
Committee
National Collateral Director - Audit Committee - Chairman
Management Services Limited
IDFC First Bank Limited Director - IT Strategy Committee - Chairman
- Risk Management Committee - Member
- Stakeholder Relationship and Customer - Member
Service Committee
- Fraud Monitoring Committee - Member
Ingenium Advisory Pte Ltd- Director - -
Singapore
Independent Directors:
The term “Independent Directors” has been defined under Section 149 of the Companies Act, 2013 and rules made thereunder and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Based on the
disclosures received from the Independent Directors, the Board has confirmed that they meet the criteria of Independence as mentioned
under Section 149(6) of the Companies Act, 2013, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time and are Independent of the management. In the opinion of the Board,
they fulfill the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board,
the Independent Directors also possess the attributes of integrity, expertise and experience for appointment/ re-appointment as
Independent Directors on the Board of the Company.
During the financial year ended March 31, 2020, none of the Independent Director of the Company has resigned as an Independent
Director on the Board of Directors of the Company.
The Company has complied with the provisions with respect to appointment and term of Independent Directors which are consistent
with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent
Directors on the Board of the Company are given a formal appointment letter inter alia containing the terms of appointment, role, duties
and responsibilities, code of conduct etc. The terms and conditions of appointment are available on the website of the Company at
https://resources.thomascook.in/downloads/Terms_and_Conditions_Appointment_of_Independent_Director.pdf .
Separate Meeting of the Independent Directors
As per the applicable provisions, one (1) meeting of the Independent Directors of the Company was held during the Financial Year
2019-20 without the presence of the Non Independent Directors. At the meeting of the Independent Directors held on March 12, 2020,
the Independent Directors carried out the assessment of the Non-Independent Directors, the Chairman and Managing Director and the
Board as a whole and also assessed the quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Board to effectively and reasonably perform their duties. Further, all the Independent Directors of the
Company were present at the said meetings. Further under the Company’ s Familiarization Programme the Independent Directors were
familiarised with the Company, their roles and responsibilities in the Company, nature of the Industry in which the Company operates,
business model etc.
3. Board Committees:
To enable better and more focussed attention on the affairs of the Company, the Board delegates particular matters to Committees
set up by the Board for the purpose. These Committees prepare the groundwork for decision making and report to the Board on the
delegated matters.
(i) Audit cum Risk Management Committee:
In requirement with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company, w.e.f. April 1, 2019 changed the nomenclature and the charter of the Audit Committee to Audit cum Risk
Management Committee.
The Audit cum Risk Management Committee’s role flows directly from the Board of Director’s overview function on Corporate
Governance, which holds the management accountable to the Board and the Board accountable to the Stakeholders.
The Committee was originally formulated in August 1995 as Audit Committee and over the years the Committee has been
reconstituted and its charter has been amended from time to time to align it with the requirements of the applicable laws, rules
and regulations.
The present composition of the Audit cum Risk Management Committee is in accordance with the provisions of the Companies Act,
2013 and the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It consists
of six (6) Non Executive Directors of whom four (4) are Independent as on March 31, 2020. The Chairperson of the Audit cum Risk
Management Committee is an Independent Director.
The Audit cum Risk Management Committee also invites at its meetings, senior executives/ management including the person in
charge of the Business Process Improvement & Audit function of the Company. The representatives of the Auditors are also invited
to the meetings. The Company Secretary & Compliance Officer acts as the Secretary to the Committee. The President & Group
Chief Financial Officer, Chief Financial Officer, President & Group Head- Legal, Secretarial & Administration and the Chairman
& Managing Director are special invitees to the Committee meetings. The Executive Director and Chief Executive Officer, is a
permanent invitee to the Committee meetings.
Terms of reference and role of the Audit cum Risk Management Committee
The terms of reference of the Audit cum Risk Management Committee were amended w.e.f. April 1, 2019 to align the role of
the Committee as per the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
terms of reference of the Committee is in accordance with the provisions of Section 177 of the Companies Act, 2013 read with
the applicable rules made there under and Regulation 18 and 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as approved by the Board includes the following:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the quarterly and the annual financial statements and Limited Review Report/ Auditor’s
Report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms
of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Disclosure of any related party transactions
f. Modified opinions and Qualifications, if any in the Draft Audit Report/ Limited Review Report
g. Disclosure under Management Discussion and Analysis of Financial Condition and Results of Operations.
h. Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other legal requirements
concerning financial statements.
i. Disclosure of contingent liabilities
5. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
6. Approval or any subsequent modification of transactions of the company with related parties;

7. Scrutiny of inter-corporate loans and investments;
8. Valuation of undertakings or assets of the company, wherever it is necessary.
9. Evaluation of internal financial controls and risk management systems;
10. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
11. Reviewing the adequacy of internal audit function, if any, including the internal audit charter, the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency
of internal audit;
12. Discussion with internal auditors of any significant findings and follow up thereon and reviewing the findings of any internal
investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the board;
13. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
14. To look into the reasons for substantial defaults if any in the payment to the debenture holders, shareholders (in case of non-
payment of declared dividends)and creditors;
15. To review the functioning of the Whistle Blower mechanism;
16. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the
candidate;
17. To approve and review the Risk Management Policy of the Company;
18. To assess risks associated with the businesses and review key leading indicators;
19. Review of the Risk Management process and practices of the Company;
20. To ensure that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both
ongoing and new business activities;
21. To timely inform the Board about the Risk Management and Minimization procedures;
22. Review of cyber security and safety measures
23. Carrying out any other function as required under the applicable laws, rules and regulations, as approved by the Board and
included in the terms of reference of the Audit cum Risk Management Committee.
The Members of the Committee are financially literate, possess accounting and related financial management expertise and
the Chairman of the Committee attends the Annual General Meeting of the Company to answer shareholder’s queries, if any.
Composition and attendance during the financial year:
The Committee met six (6) times during the financial year under review. The said meetings were held on May 27, 2019,
August 6, 2019, October 03, 2019, November 07, 2019, January 30, 2020 and February 26, 2020 respectively.
Sr. No. Name of Director & Members Designation Category * No. of meetings attended
1. Mr. Nilesh Vikamsey Chairman I & NED 5
2. Mr. Sunil Mathur Member I & NED 5
3. Mr. Pravir Kumar Vohra Member I & NED 6
4. Mrs. Kishori Udeshi Member I & NED 6
5. Mr. Chandran Ratnaswami Member NED 5
6. Mr. Sumit Maheshwari Member NED 5
* NED – Non Executive Director I & NED -Independent and Non Executive Director
(ii) Nomination & Remuneration Committee:
The Nomination & Remuneration Committee was originally formulated in August 1995 as Recruitment & Remuneration Committee
and has been reconstituted from time to time. Further, the Nomination cum Remuneration Policy has been amended over the years
to align it with the requirements of applicable laws, rules and regulations.
The present composition of the Nomination & Remuneration Committee is in accordance with the provisions of the Companies Act,
2013 and the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It consists
of three (3) Non Executive Directors of which two (2) are Independent Directors as on March 31, 2020. The Chairperson of the
Nomination and Remuneration Committee is an Independent Director.
The President & Group Head- Human Resources acts as the Rapporteur for the Committee meetings.
Terms of Reference:
The Nomination cum Remuneration Policy (“Policy) of the Committee is in compliance of Section 178 of the Companies Act, 2013
read with the applicable rules made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Committee has the mandate to deal with such matters as required to be dealt by it under applicable law, rules and regulations,
inter alia, recruitment, selection, remuneration of Directors (Executive & Non Executive) and senior management of the Company,
particularly the matters pertaining to employment, remuneration, retirement benefits, performance appraisals, key succession
planning and to make recommendations to the Board. The Committee is also authorised for allotment of equity shares under the
various ESOP Schemes of the Company.
Remuneration Policy & Performance Evaluation Criteria:
The Board adopted Nomination cum Remuneration Policy in September, 2014 in accordance with Section 178 of the Companies
Act, 2013 and the rules made there under. The Policy has been amended from time to time to align it with the requirements of
applicable laws, rules and regulations. The salient features of the Nomination cum Remuneration Policy are already mentioned in
the Directors Report and forms part of this Annual Report.
The re-appointment or extension of term and the remuneration of Executive Directors and Non Executive Directors is subject to
the performance evaluation process undertaken by the Board (excluding the director being evaluated). The details of the process
of performance evaluation carried out by the Company including that of the Independent Directors for the financial year 2019-20
forms part of the Directors Report.
Remuneration of Directors:
A. Executive Directors:
1. The Committee to recommend the remuneration of the Managing Director/ Whole time Director to Board for its approval.
2. Such remuneration shall be subject to approval of the shareholders of the Company, in the next general meeting.
3. The terms of the remuneration of the Managing Director/ Whole time Director shall be as under:
(a) The remuneration of the Managing Director/ Whole time Director will consist of the following:
(i) Base / Basic Salary subject to such annual increments as the Nomination & Remuneration Committee and/or the
Board may determine and approve, from time to time
(ii) Other Allowance
(iii) Performance Bonus
(iv) Perquisites like Housing, Car/ Conveyance Allowance, Telephone, Club Fees, etc. and other retirement benefits
as may be recommended by the Nomination & Remuneration Committee and approved by the Board and the
shareholders of the Company, as the case may be.
(b) The Managing Director/ Whole time Director may be granted stock options
B. Non Executive Directors including Independent Directors:
1. The Committee to recommend the remuneration of the Non Executive Directors including Independent Directors to the
Board for its approval, and will be subject to approval of the shareholders of the Company, as the case may be.
2. The terms of the remuneration of the Non Executive Directors shall be as under:
a. Sitting fees of such amounts as may be determined from time to time and upto such amount, as may be decided by
the Board and the shareholders, if required.
b. An incentive payment based on achievement of profitability levels for the year ended, upto such amount, based on
the performance evaluation report, as may be decided by the Board and the shareholders, as required from time to
time.
c. Increment for each year will be determined by the Nomination and Remuneration Committee based on the
performance evaluation report and which will be subject to approval of the Board and the shareholders, as the case
may be.
3. The Non Executive Directors may be offered stock options as may be permitted by the applicable law.
4. The approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration
payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-
executive directors, giving details of the remuneration thereof.

C. Independent Directors:
1. The Nomination and Remuneration Committee to recommend the remuneration of the Independent Directors to the
Board for its approval, and will be subject to approval of the shareholders of the Company.
2. The terms of the remuneration of the Independent Directors shall be as under:
(a) Sitting fees of such amounts as may be determined from time to time and upto such amount, as may be decided by
the Board and the shareholders, if required.
(b) An incentive payment based on achievement of profitability levels for the year ended, upto such amount, based
on the performance evaluation report, as may be decided by the Board and approved by the shareholders of the
Company, as required from time to time.
3. The Independent Directors will not be entitled to any stock options.
4. In addition to the above, the Independent Directors shall be entitled to the following:
Reimbursement of actual expenses incurred, if any, in connection with attending the Board / Committee meeting of the
Company.
D. Senior Management:
1. The Committee to recommend to the Board the remuneration of the Senior Management in accordance with the
Nomination cum Remuneration Policy.
[Explanation : “Senior Management” shall mean officers/personnel of the Company who are members of core
management team excluding board of directors and shall comprise of all members of management one level below the
chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in
case they are not part of the board) and shall specifically include company secretary and chief financial officer.]
2. Increment for each year will be determined by the Committee based on the performance evaluation report.
3. Such increment will be subject to approval of the Board.
4. The Senior Management may be offered stock options.
The Non Executive Directors are eligible for profit linked commission after taking into account their attendance and roles and
responsibilities in various committees of the Board, for their valuable contribution by way of advice for various project work
from time to time, at such rate as determined by the Nomination & Remuneration Committee/ the Board of Directors of the
Company and within the ceiling as prescribed under the provisions of the Companies Act, 2013.
The Committee met five (5) times during the financial year under review. The meetings were held on May 27, 2019,
November 07, 2019, January 30, 2020, February 26, 2020 and March 12, 2020 respectively.
Sr. No. Name of the Director & Members Designation Category * No. of meetings attended
1. Mrs. Kishori Udeshi Chairperson I & NED 5
3. Mr. Chandran Ratnaswami Member NED 5
* NED – Non Executive Director I & NED – Independent and Non Executive Director
Details of Remuneration to the Directors for the financial year:
Executive Directors
Name of Director Basic Salary **Benefits/ Bonus/ Sitting Fees *Pension/PF/ Total (Rs.) Stock Options Number
(Rs.) Allowances / Commission (Rs.) Superannuation granted & of Stock
Perquisites (Rs.) (Rs.) accepted Options
(Rs.) during the exercised
financial year during the
financial
year
Mr. Madhavan Menon 99,33,430 1,30,36,645 3,50,00,000 0 25,32,017 6,05,02,092 0 0
Mr. Mahesh Iyer 51,49,014 1,02,28,692 1,68,00,000 0 12,40,236 3,34,17,942 0 0
Sub-Total (a) 1,50,82,444 2,32,65,337 5,18,00,000 0 37,72,253 9,39,20,034 0 0
*Employer contribution to Provident Fund **including other allowances, Housing and car perk
Non Executive Directors
Name of Director Basic Salary **Benefits/ Bonus/ Sitting Fees *Pension/PF/ Total (Rs.) Stock Number
(Rs.) Allowances Commission (Rs.) Superannuation Options of Stock
/ Perquisites (Rs.)# (Rs.) granted & Options
(Rs.) accepted exercised
during the during the
financial financial
year year
Mr. Nilesh Vikamsey 0 0 13,61,381 18,25,000 0 31,86,381 0 0
Mrs. Kishori Udeshi 0 0 13,61,381 23,75,000 0 37,36,381 0 0
Mr. Pravir Kumar Vohra 0 0 13,61,381 24,00,000 0 37,61,381 0 0
Mr. Sunil Mathur 0 0 13,61,381 23,25,000 0 36,86,381 0 0
^Mr. Chandran Ratnaswami 0 0 0 0 0 0 0 0
^Mr. Sumit Maheshwari 0 0 0 0 0 0 0 0
Sub – Total (b) 0 0 54,45,524 89,25,000 0 1,43,70,524 0 0
Total (Rs.) (a+b) 1,50,82,444 2,32,65,337 5,72,45,524 89,25,000 37,72,253 10,82,90,558 0 0
*Employer contribution to Provident Fund **including other allowances, Housing and car perk
^ Mr. Sumit Maheshwari and Mr. Chandran Ratnaswami waived their entitlement to their share of commission and sitting fees.
• None of the Directors are related to each other in any manner.
• Apart from the above, there are no other pecuniary relationships or transactions of the Non Executive Directors with the Company.
Details of fixed component and performance linked incentives paid for the financial year :
Name of Director Salary
*Fixed (Rs.) Performance Linked Incentives (Rs.)
Mr. Madhavan Menon 2,55,02,092 3,50,00,000
Mr. Mahesh Iyer 1,66,17,942 1,68,00,000
Total 4,21,20,034 5,18,00,000
*Excluding ESOP, Superannuation, House, Car Perk, PF
Details of Service Contracts, Notice Period, etc. of all the Directors for the financial year
Sr. No. Name of Director Contract Period (Tenure) Service Contract Notice Period Severance fees, if any
1. Mr. Madhavan Menon March 1, 2015 to February 29, Yes 12 Months As decided by the
2020 management
Re-appointed w.e.f. March 1,
2020
2. Mr. Mahesh Iyer May 29, 2018 to May 28, 2023 Yes 6 months + As decided by the
3 months management
Garden Leave
3. Non Executive Directors None. The Non Executive No None None
other than Independent Directors other than Independent
Directors Directors, liable to retire by
rotation, get re-appointed as
per the provisions of Articles of
Association of the Company and
the applicable provisions of the
Companies Act, 2013
Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over
which exercisable:
As on March 31, 2020, Mr. Madhavan Menon held 810054 equity shares, Mr. Mahesh Iyer held 258,770 equity shares and Mr. Pravir
Kumar Vohra held 10495 equity shares in the Company.
Except as mentioned above, none of the other Directors hold any equity shares in the Company.

The Company has in force the following Schemes which get covered under the provisions of SEBI (Share Based Employee Benefits)
Regulations, 2014:
- Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010)
- Sterling Holiday Resorts (India) Limited Employee Stock Options Scheme 2012 (SHRL ESOP 2012)
- Thomas Cook Employees Stock Option Scheme 2018 – Execom (Execom ESOP 2018)
- Thomas Cook Employees Stock Option Scheme 2018- Management (Management ESOP 2018)
Material developments under the schemes:
In pursuance of the Composite Scheme of Arrangement and Amalgamation amongst Thomas Cook (India) Limited and Travel Corporation
(India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTC Travel Management Private Limited and Quess
Corp Limited and their respective shareholders (the “Composite Scheme”), effective from Appointed Date i.e. April 1, 2019 but operative
from Effective Date i.e. November 25, 2019 being the date of filing of certified copy of the Order of NCLT by all the companies with their
respective jurisdictional Registrar of Companies, the following are the material developments with respect to all the aforesaid schemes
in force:
1. All the options remaining ungranted under ESOP 2007 and SHRL ESOP 2012 have lapsed.
2. All the options remaining outstanding under aforesaid schemes have stood accelerated.
3. An Employee Benefit Trust (ESOP Trust) has been created and IDBI Trusteeship Private Limited has been appointed as the ESOP
Trustee for the benefit of the relevant grantees of such outstanding and accelerated options.
4. 73,56,122 equity shares of the Company have been allotted to the ESOP Trust for implementing the terms of the Composite
Scheme.
5. Pursuant to share entitlement ratio forming part of the Composite Scheme, corresponding shares have been allotted by Quess Corp
Limited to the ESOP Trust to be available for employees on their exercise of Thomas Cook options.
6. The ESOP Schemes have subsumed under the ESOP Trust.
None of the Non Executive Directors were issued/ granted employee stock options under any of the above schemes.
No Options have been granted to any Executive Directors in the FY 2019-20.
Period of accrual: In case of ESOP Scheme 2007, 1/3rd of the options granted, vest every year, over three (3) years; in case of SAYE
Scheme, the vesting would occur at the end of thirty-six (36) monthly contributions. In case of SHRL ESOP 2012, the exact proportion
in which and the exact period over which the options would vest would be determined by the Nomination & Remuneration Committee.
In case of ESOP 2013, options would vest not earlier than 4 years and not later than 7 years from the date of grant of options. In
case of ESOP 2018 Execom, the options shall vest at the end of 5 years from the date of grant of such options. In case of ESOP 2018
Management, unless Nomination & Remuneration Committee decides otherwise, options would vest on completion of 3 years from
the date of grant of such options. The exact proportion in which and the exact period over which the options would vest would be
determined by the Nomination & Remuneration Committee.
Exercise Period: In case of ESOP Scheme 2007, all the vested options are exercisable over a period of ten (10) years from the respective
grant dates; in case of SAYE Scheme 2010, the exercise period is one (1) month from vesting; In case of SHRL ESOP 2012, all the vested
options are exercisable over a period of five (5) years from the respective grant dates; in case of ESOP 2013, the Exercise period would
commence from the date of vesting and will expire on completion of twenty years from the date of vesting of options. in case of ESOP
2018 Execom, the Exercise period would commence from the date of vesting and will expire on completion of twenty years from the
date of vesting of options. In case of ESOP 2018 Management, the Exercise period would commence from the date of vesting and will
expire on completion of ten years from the date of vesting of options.
(iii) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee was originally formulated in 1996 as Share Transfer Committee. Over the years the Committee
has been reconstituted and its terms of reference have been amended to align it with the requirements of applicable laws, rules and
regulations. It consists of five (5) members of whom four (4) are Non-Executive Independent Directors and one (1) Executive Director
as on March 31, 2020. The Chairperson of Stakeholders Relationship Committee is an Independent Director and attends the Annual
General Meeting to answer the queries raised by the Shareholders / Security holders.
Terms of Reference
The terms of reference of the Stakeholders Relationship Committee were amended w.e.f. April 1, 2019 to align the role of the Committee
as per the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference of the
Stakeholders Relationship Committee as approved by the Board of the Directors, includes the following:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares,
non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the
Registrar and Share Transfer Agent (‘RTA’) of the Company.
4. Review of various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring
timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company.
5. Perform all such other functions as may be prescribed under The Companies Act, 2013, Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and/or any other law for the time being in force, including
any statutory amendments, modifications made there under.
The Committee met eleven (12) times during the financial year under review i.e. on April 15, 2019, April 30, 2019, May 15, 2019,
May 27, 2019, June 28, 2019, July 15, 2019, August 30, 2019, September 16, 2019, October 22, 2019, November 05, 2019,
January 24, 2020 and February 17, 2020 respectively to approve / to take note of matters related to securities, etc.
1. Mr. Pravir Kumar Vohra Chairman I & NED 12
2. Mr. Nilesh Vikamsey Member I & NED 7
3. Mrs. Kishori Udeshi Member I & NED 7
5. Mr. Mahesh Iyer Member ED 08
6. Mr. Sumit Maheshwari$ Member NED 02
* NED – Non Executive Director I & NED – Independent and Non Executive Director ED – Executive Director
$Mr. Sumit Maheshwari ceased to be a member of the Committee w.e.f. July 05, 2019
Name and Designation of Compliance Officer: Mr. Amit J. Parekh, Company Secretary & Compliance Officer.
Number of Shareholders Complaints/ Correspondence received so far/ Number not solved to the satisfaction of shareholders/
Number of pending share transfers as at March 31, 2020 :
a. Correspondence Construed as Complaints

Sr. No. Nature of Complaint/Query Total Total Pending Queries (Days)
Received Replied
1-7 8-15 16-22 > 22
1. Inquiry pertaining to non-receipt of shares 0 0 0 0 0 0
sent for transfer
2. Letters received from SEBI and other Statutory 9 9 0 0 0 0
Bodies
3. Reply sent giving warrant details 0 0 0 0 0 0
(Reconciliation in process)

b. Other Correspondence
Sr. No. Nature of Complaint/ Query Total Total Pending Queries (Days)
Received Replied 1-7 8-15 16-22 > 22
(1) Non Receipt / Requests of Interest/ Dividend
warrants
(A) Warrant already paid 3 3 0 0 0 0
(B) Requests pertaining to outdated, duplicate 102 96 0 6 0 0
warrants and changes on live warrants
(C) Misc. queries in connection with payments 96 96 0 0 0 0
(2) Transfer/Dematerialisation of securities 16 16 0 0 0 0
(3) Name correction 18 18 0 0 0 0
(4) Change of address requests 75 74 0 1 0 0
(5) ECS/ Mandate requests 124 123 0 1 0 0
(6) Loss of securities 180 177 0 0 3 0
(7) Split/ Consolidation/Renewal/ 21 21 0 0 0 0
Duplicate issue of securities
(8) Nomination requests 4 4 0 0 0 0
(9) Tax / exemption form / pan related 0 0 0 0 0 0
(10) Transmission of Securities 36 36 0 0 0 0
(11) Exchange/ Sub-division of old shares 23 23 0 0 0 0
(12) Dividend/ interest queries 0 0 0 0 0 0
(13) Document registration 27 27 0 0 0 0
(14) Bonus issue 0 0 0 0 0 0
(15) Redemption 0 0 0 0 0 0
(16) Others (Miscellaneous) 159 155 0 3 1 0
Total (a+b) 893 878 0 11* 4* 0
*All the pending complaints/correspondences have been subsequently resolved.
(iv) Corporate Social Responsibility Committee:
The Corporate Social Responsibility (‘CSR’) Committee was formulated in 2014 as per the applicable provisions of the Companies
Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, including amendments thereof and was
reconstituted from time to time. As on March 31, 2020, the Committee consisted of three (3) members of whom two (2) are Non-
Executive Directors including one Independent Director and one (1) Executive Director. The President & Group Head - Human
Resources acts as the Rapporteur to the Committee. The Chairperson of CSR Committee is an Independent Director.
Terms of Reference
The CSR Committee deals with matters required to be dealt with by it under applicable law, rules, inter-alia, to formulate and
recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule
VII to the Act, to monitor the CSR Policy of the Company from time to time, to prepare a transparent monitoring mechanism for
ensuring implementation of the projects/ programmes/ activities proposed to be undertaken by the Company under the CSR
policy of the Company. The CSR policy is available on the website of the Company.
The Committee met two (2) times during the financial year under review i.e. on May 27, 2019 and January 30, 2020 respectively:
1. Mrs. Kishori Udeshi Chairperson I & NED 2
3. Mr. Sumit Maheshwari Member NED 2
* NED – Non Executive Director I & NED – Independent and Non Executive Director ED – Executive Director
(v) Sub-Committee of the Board:

Terms of reference
The Sub-Committee was originally formulated in 2001 to handle day-to-day matters other than those specifically required to be
decided by the Board of Directors. Over the years the Committee has been reconstituted and its terms of reference have been
amended to align it with the requirements of the Company. As on March 31, 2020 the Committee comprised of two (2) Executive
Directors.
Composition and Attendance
The Sub-Committee met (15) times during the financial year 2019-2020 to review the operations of the Company. The
meetings of the Sub-Committee were held on May 23, 2019, May 27, 2019, June 17, 2019, July 05, 2019, July 29, 2019,
August 12, 2019, August 22, 2019, September 19, 2019, October 03, 2019, November 19, 2019, December 19, 2019, February 19, 2020,
March 05, 2020, March 11, 2020 and March 16, 2020 respectively.
Sr. No. Name of the Director &Members Designation Category * No. of meetings attended
1. Mr. Madhavan Menon Chairman ED 15
* ED – Executive Director
4. Management Committees:
(i) Executive Committee (EXECOM):

There had been a “Senior Management Group (SMG)” in formal existence since the inception of the Company that was renamed
as “EXECOM” since the year 2001. It is a formal Committee of all the Heads of various business activities and support functions. It
meets once a week to discuss all the policy issues relating to the day-to-day affairs of the businesses and functions.
(ii) Risk Committee:

The Chairman & Managing Director chairs the meetings of the Risk Committee and the Head - Business Process Improvement and
Audit acts as Rapporteur for this Committee. The EXECOM members are the other members of the Committee. It meets monthly
to address the Internal Financial Control and risk issues relating to various businesses and support areas and monitor the critical
factors in order to effectively address them. Areas covered by this Committee are Control Policies, Business Continuity Plans,
Foreign exchange coverage operations, Debtors control, Advances control, Blank Travellers’ Cheques stocks exposure, Compliance
Audit (FEMA & Others), Information Systems Security, Physical Security, Remittance operations etc. It reports to the Audit cum Risk
Management Committee of the Company.
(iii) Banking Committee:
The Banking Committee was originally formulated on October 29, 2012 and over the years the Committee has been re-constituted.
The committee currently consists of Chairman & Managing Director, Executive Director and Chief Executive Officer, President &
Group Chief Financial Officer and Chief Financial Officer as members to cater to the daily banking requirements of the Company
viz. opening/closing of bank accounts, addition and deletion of signatories in the bank accounts, etc. The Committee meets as and
when required.
(iv) Debenture Committee:

The Debenture Committee was constituted on November 30, 2012 for allotment of the Non Convertible Debentures, which were
allotted on April 15, 2013 and August 31, 2015.
(v) Related Party Transaction Committee:

The Related Party Transaction Committee consisting of Executive Director and Chief Executive Officer , President & Group Head -
Legal, Secretarial & Administration, President & Group Chief Financial Officer was formed on February 14, 2017 to approve each
Related Party Transactions upto the limit sanctioned by the Audit Committee and monitor the cumulative approvals so that they
are within the sanctioned omnibus limit and also prepare/submit the quarterly report of Related Party Transactions entered under
omnibus approval to the Audit Committee for its review.
5. Other Qualitative Information:
(i) Internal Policies adopted:

The Company has devised various internal policies and codes for administering and controlling the information being dispersed
through the organisational hierarchy. These include the Information Systems Security Policy, Code of Conduct for Prevention of
Insider Trading, Corporate Governance Guidelines, Anti Money Laundering Policy and Prevention of Sexual Harassment Policy.
Moreover, the Company has formulated a Policy on Ethics and Integrity, which is binding on all the employees of the Company.
Some of the policies adopted by the Company are as follows:
(a) The Code of Conduct for Prevention of Insider Trading was initially formulated on the basis of SEBI (Prevention of Insider
Trading) Regulations, 1992, as amended, for all the Designated Persons of the Company. The Code of Conduct for Prevention
of Insider Trading and Principles of Fair Disclosure was duly amended in May, 2015, keeping in line with SEBI (Prohibition
of Insider Trading) Regulations, 2015. The Company had adopted the aforementioned code with an intention to define and
translate the norms and parameters to all the employees of the Company in easily understood terms and in order to avoid any
purposeful or innocent breach of company ethics.

Further, in accordance with the amendments as per the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018,
the Company has taken the following steps w.e.f. April 1, 2019 inter alia to keep in line with the existing SEBI regulations.
a. Amendment of the Company’s Code of Conduct for Prevention of Insider Trading.

b. Mention of detailed information about sharing of Unpublished Price Sensitive Information for legitimate purposes.
c. Amendment of the Code of Conduct for Prevention of Insider Trading to include details about measures which shall be
taken in case of leak of Unpublished Price Sensitive Information.
d. Amendment of Company’s Whistle Blower Policy to enable reporting in case of leak of Unpublished Price Sensitive
Information.
The said policy was further amended by the Board at its meeting held on January 30, 2020 in pursuance of Securities and
Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 which came into effect from
December 26, 2019 with following key insertions in the Code:
a. Inclusion of definition of Informant
b. Protection of Informant against Retaliation and Victimization
c. Exception to trading window closure
d. Other necessary changes to align the Code as per regulatory requirement
The policy is also available on the Company’s website at
https://resources.thomascook.in/downloads/Code_of_Conduct_for_Prevention_of_Insider_Trading_31-01-2020_01.pdf
(b) The Whistle-Blower Policy has been laid down with an objective to create an environment where an employee has easy access
to raising a concern and his/her identity is also protected and it is also available on the Company’s website at
https://resources.thomascook.in/downloads/Whistle_Blower_Policy_01_04_2019_final.pdf
Further, pursuant to the amendment in law, the Company has amended the Whistle Blower Policy w.e.f. April 1, 2019 to
enable reporting in case of leak of Unpublished Price Sensitive Information.
(c) The Fraud and Theft Policy and the Fraud and Theft response plan, has been laid down with an objective to address the
instances of frauds and thefts occurring in the Company and to create awareness in this regard.
(d) The Information Systems Security Policy lays down framework and guidelines governing the usage of Information Technology
in the organisation. Significant changes taking place in the Information Systems and/or Technology that would affect the
security and control perspective favourably/ adversely and on any significant breaches of the security/ security policy are
monitored under this Policy. A Committee (Information Systems Security Committee) has overall responsibility for all areas
concerning IT security.
(e) The Anti Money Laundering Policy lays down internal control procedures to ensure that the compliances of all rules and
regulations including business processes are met. The Company has also adopted the system of Concurrent Audit for its
branches in the foreign exchange business with effect from October 2003 as per the requirements of Reserve Bank of India.
(f) Company has a Policy on Prevention of Sexual Harassment at Workplace as per the requirements of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(g) Company has a Policy on Corporate Social Responsibility as per the requirements of Companies Act, 2013 and is available on
the Company’s website at
https://resources.thomascook.in/downloads/TCIL_CORPORATE_SOCIAL_RESPONSIBILITY_POLICY_2.0.pdf
(h) The Company has adopted a Policy on Material Subsidiaries and it is also available on the Company’s website at
https://resources.thomascook.in/downloads/Policy_on_Material_Subsidiaries.pdf
Further, pursuant to the amendment in law, the Company has amended the Policy on Material Subsidiaries w.e.f. April 1, 2019.
(i) The Company also has a Policy on Related Party Transactions and Materiality of Related Party Transactions and it is also
available on the Company’s website at
https://resources.thomascook.in/downloads/Related_Party_and_Materiality_Policy.pdf
Further, pursuant to the amendment in law, the Company has amended the Policy on Related Party Transactions and Materiality
of Related Party Transactions w.e.f. April 1, 2019.
(j) The Policy on Business Ethics & Integrity (Values that work….at work) was implemented in February 1998 and amended in
January 2015, it puts down in detail the ethical values for each and every employee of the organisation.
(k) The Archival Policy of the Company was implemented with the objective to maintain complete, accurate and high quality
records as required under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. It is also available on the Company’s website at
https://resources.thomascook.in/downloads/Archival%20Policy.pdf
(l) Policy on Acquisition / Takeover / Merger by Subsidiaries of Thomas Cook (India) Limited lays down the framework for the
internal procedure for Merger and Acquisition (M&A) activities of Thomas Cook (India) Limited i.e. transactions where TCIL is
either a contracting party or a counter party, to the transaction. This policy was framed with a view to clearly articulate the
corporate requirements for M&A activities by TCIL’s subsidiaries, and remove any ambiguity in that behalf.
(m) Policy for Preservation of Documents was implemented to derive a framework for retaining records in such a manner that it
is retrievable at a later date so that the business dealings can be accurately reviewed as required.
(n) Policy on Criteria for determining Materiality of events/ information was adopted by the Board of Directors of Thomas Cook
(India) Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to lay down
the criteria for determination of materiality of events and information that need to be disclosed to the Stock Exchanges as
and when they take place in the Company.
(o) Dividend Distribution Policy was adopted by the Board of Directors of Thomas Cook (India) Limited under Regulation 43A
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dividends, are to be declared at the Annual
General Meetings of shareholders, based on the recommendation of the Board of Directors. Generally, the factors that may
be considered by the Board of Directors before making any recommendations for dividend include, without limitation, the
Company’s future expansion plans and capital requirements, profits earned during the fiscal year, cost of raising funds
from alternate sources, liquidity position, applicable taxes including tax on dividend, as well as exemptions under tax laws
available to various categories of investors from time to time and general market conditions. The Board of Directors may also
from time to time pay interim dividend(s) to the shareholders of the Company.
(p) Guidelines on Corporate Governance which would act as a formal code / written guideline(s) in addition to the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act 2013 and other applicable laws /
requirements in respect of the Corporate Governance practices of the Company.
(ii) Internal Codes adopted:
Code of Conduct which was formulated, has been amended as per the requirements of Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for the Board of Directors and Senior Management Personnel of the Company to
enhance the standards of ethical conduct and uphold these standards in day-to-day activities, to further achieve good corporate
governance and to implement highest degree of transparency, integrity, accountability and corporate social responsibility in all its
dealings. The Code is also put up on the Company’s website at
https://resources.thomascook.in/downloads/Code%20of%20Conduct%20for%20the%20Board%20of%20Directors%20
and%20Senior%20Management.pdf
An affirmation of the Chairman & Managing Director regarding compliance with the Code of Conduct by all the Directors and Senior
Management Personnel of the Company is annexed to this report as an Annexure.
6. Subsidiary Companies:
The list of Companies which are Subsidiaries/Associates/Joint Ventures of the Company have been provided in Annexure 3 to the
Directors’ report (Extract of Annual report). Pursuant to Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, SOTC Travel Limited (SOTC), Sterling Holiday Resorts Limited and Travel Circle International (Mauritius) Limited are
material non-listed Subsidiary companies of Thomas Cook (India) Limited as on March 31, 2020.
Further, pursuant to Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the
Company has to appoint atleast one independent director of the Company on the board of unlisted material subsidiary, whether
incorporated in India or not if the income or net worth of such material unlisted subsidiary exceeds twenty percent of the consolidated
income or net worth respectively of the Company and it subsidaries in the immediately preceding accounting year.
Even though the aforementioned criteria, is not fulfilled in case of SOTC, the Company has appointed Mr. Nilesh Vikasmey and Mrs.
Kishori Udeshi as Independent Directors on the Board of SOTC.
The Company monitors the performance of all its subsidiaries, inter alia, by the following means:
• The financial statements, in particular, the investments made by the unlisted Indian subsidiary companies are reviewed by the
Audit Committee of the Company as and when required.
• The minutes of the Board Meetings of the subsidiaries are noted at the Board Meetings of the Company.
• A statement containing all significant transactions and arrangements entered into by unlisted subsidiary companies is placed
before the Company’s Board.
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 are as follows:
1. Details of investments are given in Note 5 of Standalone Financial Statements.
2. Details of loans given by the Company are as follows:
(Rs in Mn)
Name of Company Relationship As at March 31, 2020 As at March 31, 2019
Jardin Travel Solutions Ltd Subsidiary 7.6 17.6

3. Details of guarantees given by the Company in accordance with Section 186 of the Companies Act, 2013 read with rules issued
thereunder are as follows:
(Rs in Mn)
Name of Company Relationship As at March 31, 2020 As at March 31, 2019
DEI Holdings Limited Subsidiary 378.3 0
Desert Adventures Tourism LLC Subsidiary 1172.8 414.9
Horizon Travel Services LLC Subsidiary 1238.7 774.5
SOTC Travel Limited Subsidiary 1810.0 2135.0
TC Tours Limited Subsidiary 2620.0 1080.0
Travel Circle International Ltd (formerly known as Luxe Subsidiary
Asia Travel (China) Limited) 527.0 848.4
Travel Circle International (Mauritius) Ltd Subsidiary 1664.6 1521.4
Asian Trails Limited Subsidiary 0 115.5
Travel Corporation (India) Limited (formerly known as Subsidiary
SOTC Travel Management Private Limited) 520.0 0
Travel Corporation (India) Limited Subsidiary 0 300.0
Total 9931.5 7189.7
On account of Composite scheme of Arrangement and Amalgamation, the amounts of Loans/Guarantees given to Travel Corporation
(India) Limited, TC Forex Services Limited and TC Travel Services Limited (formerly TC Travel and Services Limited) have ceased to
exist – refer note no. 39 of Standalone Financial Statements.
7. Annual General Meetings:

a. Location and time where last three Annual General Meetings were held:
Location Date Time Special resolutions passed at last three Annual General Meetings
(AGM)
Y. B. Chavan Auditorium, August 9, 2019 3.30 p.m. 1) Approval for continuation of directorship of Mr. Sunil Mathur
Rangaswar Hall, (DIN: 00013239) as a Non Executive Independent Director of
Chavan Centre, the Company beyond 75 years of age.
General Jagannath
2) Re-appointment of Mrs. Kishori Udeshi (DIN: 01344073) as a
Bhosale Marg,
Non Executive Independent Director of the Company
Nariman Point,
Mumbai – 400 021 3) Approval for payment of remuneration to Mr. Madhavan
Menon (DIN: 00008542), Chairman and Managing Director, for
the remainder term of his office from September 1, 2019 to
February 29, 2020
4) Approval for revision in terms of remuneration of Mr. Mahesh
Iyer (DIN: 07560302), Executive Director and Chief Executive
Officer:
Pama Thadani Auditorium, September 27, 2018 3.30 p.m. 1) Approval for confirmation of appointment of Mrs. Kishori Udeshi
Jai Hind College, (DIN:01344073) pursuant to the SEBI (Listing Obligations and
‘A’ road, Churchgate, Disclosure Requirements) Amendment Regulations, 2018
Mumbai 400 020
2) Authority to the Board to offer, invite subscriptions for secured
or unsecured, Redeemable Non-Convertible Debentures, in
one or more tranches, on private placement basis.
3) Approval for appointment of Mr. Mahesh Iyer (DIN: 07560302)
as the Executive Director and Chief Executive Officer of the
Company
Pama Thadani Auditorium, August 2, 2017 3.30 p.m. 1) Approval for payment of commission to the Non-Executive
Jai Hind College, Directors of the Company as prescribed under the Companies
‘A’ road, Churchgate, Act, 2013, for the financial year ended March 31, 2017.
Mumbai 400 020
2) Approval for and ratify remuneration paid to Mr. Madhavan
Menon, Chairman and Managing Director (DIN:00008542) for
the period from September 12, 2016 to March 31, 2017.
3) Approval for payment of minimum remuneration to Mr.
Madhavan Menon, Chairman and Managing Director
(DIN:00008542) in case of inadequacy of profits for the period
commencing from April 1, 2017 to August 31, 2019.
b. Resolutions passed through Postal Ballot process
During the financial year, no special resolution was passed through postal ballot. None of the business proposed to be transacted
at the ensuing Annual General Meeting require passing of resolution through Postal Ballot process.
Currently, no special resolution is proposed to be conducted through Postal Ballot. Further, Postal Ballot whenever conducted by
the Company will be carried out as per the provisions of the Companies Act, 2013 read with rules made there under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and applicable laws, rules and regulations, as amended from time to
time.
During the financial year, a Meeting of the Equity Shareholders of the Company was held on Wednesday, September 04, 2019, at
3:30 p.m. at Pama Thadhani Auditorium, Jai Hind College, ‘A’ Road, Churchgate, Mumbai – 400 020 in accordance with the NCLT
Order dated 11th July, 2019 for approval of the Composite Scheme.
Further, an Extraordinary General Meeting of the Company was held on September 04, 2019 to approve proposed amendments to
the Employee Stock Option Plan(s) / Scheme(s) mentioned in Schedule 3 of the Composite Scheme.
8. DISCLOSURES:
i. With regards to the Corporate Governance, the Company is in compliance with the requirements under regulation 17 to 27 read
with Schedule V and clause (b) to (i) of sub-regulation (2) of Regulation 46 of Securities & Exchange Board of India (SEBI) (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
The Company does not have any material related party transactions that may have any potential conflict with the interest of
the Company at large. The Policy on dealing with Related Party Transactions is put up on website of the Company on the link
https://resources.thomascook.in/downloads/Related_Party_and_Materiality_Policy.pdf
ii. The Competition Commission of India (CCI), vide its Order dated May 21, 2014 imposed a penalty of Rs. 10 Mn on the parties to
the Composite Scheme of Arrangement and Amalgamation between Sterling Holidays Resorts (India) Limited (since amalgamated),
Thomas Cook Insurance Services (India) Limited (since renamed as Sterling Holiday Resorts Limited) and the Company. The parties
filed an appeal with the Competition Appellate Tribunal (COMPAT) against the said Order. COMPAT by its Order admitted the
appeal and set aside the impugned Order. CCI subsequently filed an Appeal against COMPAT’s impugned Order before the Hon’ble
Supreme Court of India and the Hon’ble Supreme Court of India by its Order dated April 17, 2018 allowed the appeal of the CCI, set
aside the Order passed by COMPAT and restored the Order passed by CCI imposing penalty of Rs. 10 Mn with no further costs.
The Company has complied with all the requirements of the Stock Exchanges, SEBI or any other statutory authority(ies) on any
matter related to capital markets during the last three years and no penalties, strictures have been imposed against it in relation
to the capital markets by such authorities during such period.
iii. The Company’s accounting policies are in line with generally accepted practices in India and these policies have been consistently
adopted & applied and there is no change in these policies during the period.
iv. The senior management of the Company make timely disclosures to the Board of Directors relating to all material, financial and
commercial transactions, where they have personal interest in any transaction or matter that may have a potential conflict with the
interest of the Company.
vi. As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act,
2013, the Company has established a Whistle blower Policy for employees to report to the management concerns about unethical
behaviour, actual or suspected fraud or violation of the Company’s code of conduct policy. The policy is also put up on the
Company’s website at https://resources.thomascook.in/downloads/Whistle_Blower_Policy_01_04_2019_final.pdf.
This policy also provides for adequate safeguards against victimization of employees who avail of the mechanism and provides
for direct access to the Ombudsperson/Audit cum Risk Management Committee Chairman under the Code. No personnel has been
denied access to the Audit cum Risk Management Committee.
Further, pursuant to the amendment in law, the Company has amended the Whistle Blower Policy w.e.f. April 1, 2019.
vii. The Company has fully complied with all the mandatory requirements as stipulated under Regulation 27 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges and has also adopted the following Non
Mandatory Discretionary requirement as prescribed in Part E of the Schedule II to the Regulation 27 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time:
• The Internal Auditor directly reports to the Audit cum Risk Management Committee
• For the Financial Year 2019-2020, the Auditors have expressed an unmodified opinion on the Financial Statements of the
Company. The Company continues to adopt best practices to ensure a regime of unmodified Financial Statements.
viii. Pursuant to Schedule VI, Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile
Clause 5A of SEBI Listing Agreements, the Company had already sent three (3) reminder letters to those shareholders whose
shares are remaining unclaimed and lying with the Company/ Registrars and Share Transfer Agents. Thereafter, equity shares lying

unclaimed/ undelivered were transferred to “Thomas Cook - Unclaimed Suspense Account” as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Company has received request from 2 shareholders for claiming
10430 equity shares during the financial year. During the financial year ended March 31, 2020, the Company was not required to
transfer any Equity shares from Thomas Cook - Unclaimed Suspense Account to Investor Education and Protection Fund Authority.
In terms of Schedule IV, Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
reports the following details in respect of equity shares lying in the suspense account, which were issued in demat form and/or
physical form, respectively:
Particulars Number of Shareholders Number of equity shares

Aggregate Number of shareholders and the outstanding shares in
7 22500
the suspense account lying as on April 1, 2019
Number of shareholders who approached the Company for transfer
2 10430
of shares from suspense account during the year
Number of shareholders to whom shares were transferred from
the suspense account during the year and the number of shares 2 10430
transferred
Number of shareholders and shares which were transferred to IEPF
NIL NIL
Account during the financial year
Aggregate Number of shareholders and the outstanding shares in
5 12070
the suspense account lying as on March 31, 2020
The voting rights on the equity shares outstanding in the aforementioned Suspense Account as on March 31, 2020 shall remain
frozen till the rightful owner of such shares claims the shares.
ix. Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 as amended
from time to time, the Company has transferred 97009 Equity shares of 91 shareholders to Investor Education and Protection Fund
Authority during the financial year.
x. Familiarisation programme for Independent Directors
The Company has devised a systematic framework for familiarising the Independent Directors to the Company. The Company takes
due steps for familiarising Independent Directors by providing them necessary documents, reports and internal policies to enable
them to get familiarised with the Company’s procedures and practices. Further presentations pertaining to business performance
updates, global business environments etc. are made by various Department heads and Senior management personnel in the
Board and Committee Meetings. The familiarisation programme is also available on the Company’s website and the weblink
thereto is https://resources.thomascook.in/downloads/Familiarization_programme%20for%20IDs.pdf
xi. Certificate as required under Clause 10(i) of Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, received from Mr. Keyul M. Dedhia (CP No. 8618) of Keyul M. Dedhia & Associates, Company Secretaries, that
none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as
director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any
such statutory authority has been annexed to the report.
xii. There were no instances during the financial year 2019-2020 wherein the Board had not accepted recommendations made by any
committee of the Board.
xiii. Total fees of Rs. 352.62 lakhs/- for financial year 2019-2020, for all services, was paid by the Company and its subsidiaries, on a
consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a
part.
xiv. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
a. Number of complaints filed during the financial year : 3

b. Number of complaints disposed of during the financial year : 3
c. Number of complaints pending as on the end of the financial year : Nil
xiv. The Company has not raised funds through preferential allotment or qualified institutional placement.
xv. The Company had already in place Directors and Officers Liability Insurance (D&O) which is renewed annually. Further, as per the
applicable provisions of the Companies Act, 2013 and in compliance with Regulation 25(10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company continues to take D & O insurance policy on behalf of all Directors
including Independent Directors, and Officers of the Company for indemnifying any of them against any liability that may arise in
course of fulfilling their duties towards the Company.
9. MEANS OF COMMUNICATION:
• The Unaudited Quarterly Financial Results of the Company to be published in the proforma prescribed by the BSE Limited (BSE)
and The National Stock Exchange of India Limited (NSE) are approved and taken on record by the Board of Directors of the Company
within the statutory timelines. The approved results are forthwith sent to Stock Exchanges in the manner as prescribed in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the results in the prescribed proforma alongwith
the detailed press release, if any are published within 48 hours in the media ensuring wider publicity. The audited annual financial
results are published within the stipulated period as required by the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, with the Stock Exchanges.
• The quarterly, half yearly and annual financial results of the Company are uploaded on the electronic portals of BSE Limited and
The National Stock Exchange of India Limited and the same are also published in English and Marathi Language Newspapers,
namely Free Press Journal & Navshakti, respectively.
• The quarterly, half yearly and annual financial results are also available on the Company’s website www.thomascook.in.
• All the official news releases and presentations on significant developments in the Company are hosted on Company’s website and
provided to the Stock Exchanges and the press simultaneously.
• The Company ensures necessary updation of details pertaining to calls or presentations to institutional investors or analysts to the
Stock Exchanges and also uploads the same on the website of the Company.
10. THE MANAGEMENT DISCUSSION AND ANALYSIS REPORT FORMS PART OF THE DIRECTORS’ REPORT
11. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting : 43rd Annual General Meeting
Date : September 11, 2020
Time : 3:30 p.m.
Venue : Video Conferencing/Other Audio Visual Means
Financial Year : April 1, 2019 to March 31, 2020
Book Closure : NIL
Dividend payment date : NA
Listing on Stock Exchanges
A. Equity Shares of Re. 1/- each : BSE Limited
1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001
Tel.: 022-2272 1233/34
Fax: 022-2272 1919/3027
The National Stock Exchange of India Limited Exchange Plaza, 5th Floor,
Plot No. C/1, G Block, Bandra-Kurla Complex,
Bandra (E), Mumbai – 400 051
Tel.: 022-2659 8100 - 14
Fax: 022-2659 8237/38
Stock Code : BSE Limited

Securities in - Physical Form No. 413
Scrip Code – 500413
Scrip Name – THOMAS CK IN
Scrip Id – THOMASCOOK
The National Stock Exchange of India Limited Symbol – THOMASCOOK

Series – EQ
Scrip Name – THOMAS COOK
ISIN : INE332A01027
Corporate Identification Number (CIN) : L63040MH1978PLC020717

The listing fees for the financial year under review has been paid to the Stock Exchanges where the equity shares of the Company are listed.

Credit Ratings
The list of all credit ratings obtained by the Company along with the revisions thereto, during the financial year 2019-2020 are as
follows:
Name of Credit Date of Reporting Instrument Rating
Rating Agency
CRISIL October 9, 2019 Total Bank Loan Facilities - Long Term Rating CRISIL AA-/Stable (Reaffirmed)
CRISIL October 9, 2019 Total Bank Loan Facilities - Short Term Rating CRISIL A1+ (Reaffirmed)
CRISIL October 9, 2019 Corporate Credit Rating CCR AA-/Stable (Assigned)
CRISIL October 9, 2019 Rs.100 Crore Short Term Debt (Including CRISIL A1+ (Reaffirmed)
Commercial Paper)
CRISIL November 22, 2019 Total Bank Loan Facilities - Long Term Rating CRISIL AA-/Stable (Reaffirmed)
CRISIL November 22, 2019 Total Bank Loan Facilities - Short Term Rating CRISIL A1+ (Reaffirmed)
CRISIL November 22, 2019 Corporate Credit Rating CCR AA-/Stable (Reaffirmed)
CRISIL November 22, 2019 Rs.50 Crore Short Term Debt (Including CRISIL A1+ (Reaffirmed)
Commercial Paper) (Reduced from Rs.100 Crore)
CRISIL March 27, 2020 Total Bank Loan Facilities - Long Term Rating CRISIL AA-/Negative (Outlook revised
from 'Stable' and rating reaffirmed)
CRISIL March 27, 2020 Total Bank Loan Facilities - Short Term Rating CRISIL A1+ (Reaffirmed)
CRISIL March 27, 2020 Corporate Credit Rating CCR AA-/Negative (Outlook revised from
'Stable' and rating reaffirmed)
CRISIL March 27, 2020 Rs.50 Crore Commercial Paper {Earlier Short Term CRISIL A1+ (Reaffirmed)
Debt (Including CP)}
Commodity price risk or foreign exchange risk and hedging activities
The Company has an Enterprise Risk Management Policy in place. There are various financial instruments available to mitigate the risks
of hedging like Spot Deals, Forward Cover, Options and Derivative etc. The Company hedges the Forex exposures by doing Spot deals
or Forward Cover as measure for mitigating the Forex Volatility.
The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required
to be given.
CEO and CFO certification
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification forms part of
the Annual Report.
Certificate on Corporate Governance
As required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate on Corporate
Governance forms part of the Annual Report.
Market Price Data (Equity): High, Low and Volume (in equity shares) during each month of the financial year
BSE Limited (BSE):

Sr. No. Month High (Rs. ) Low (Rs.) Volume
(Equity Shares)
1. April 2019 263.85 241.30 221154
2. May 2019 253.95 224.20 135270
3. June 2019 242.50 202.95 114172
4. July 2019 247.10 168.65 733634
5. August 2019 188.85 121.00 573983
6. September 2019 160.00 128.00 725500
7. October 2019 145.00 115.05 534807
8. November 2019 169.15 123.50 709580
9. December 2019 164.80 60.50 432157
10. January 2020 67.15 51.65 371331
11. February 2020 62.00 40.60 1031802
12. March 2020 48.85 21.80 773668
The National Stock Exchange of India Limited (NSE):
Sr. No. Month High (Rs. ) Low (Rs.) Volume
(Equity Shares)
1. April 2019 264.40 241.30 4138412
2. May 2019 254.00 223.60 3503092
3. June 2019 243.30 202.60 2298696
4. July 2019 235.05 168.40 9103496
5. August 2019 189.00 121.30 7377897
6. September 2019 160.90 127.70 8897523
7. October 2019 144.50 115.20 6001004
8. November 2019 170.00 123.50 7564524
9. December 2019 162.80 63.00 3339568
10. January 2020 66.35 51.40 8668360
11. February 2020 61.40 40.50 16228311
12. March 2020 49.70 21.95 8982615
In accordance with Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
of the Company has fixed December 06, 2019 as the Record Date, for the purpose of determining the shareholders of Thomas Cook
(India) Limited, who shall be entitled to receive the equity shares of Quess Corp Limited as per the share entitlement ratio mentioned
under Clause 32.1 of the Composite Scheme of Arrangement and Amalgamation.
Share Capital Structure
Share Capital structure as of June 18, 2020
Authorised Capital: Rs.
Equity Shares:
1979300000 Equity Shares of Re. 1/- each 1,979,300,000
Preference Shares:
250000000 Preference Shares of Rs. 10/- each 2,500,000,000
4,479,300,000

Issued, Subscribed and Paid-up Capital:
Equity Shares:
378275489 Equity Shares of Re. 1/- each 378,275,489

Equity share capital history of the Company since inception:
Particulars of Issue of Capital Date of allotment/ No. of shares Face Value Total Value Cumulative Paid-up
resolution (in Rs.) (in Rs.) Equity Capital
(in Rs.)
Subscription to Memorandum & Articles of November 20, 1978 2 10 20 20
Association
Allotment March 1, 1979 5 10 50 70

Initial Public Offering February 18, 1983 699993 10 6,999,930 7,000,000
Bonus Issue (1:2) February 1, 1988 350000 10 3,500,000 10,500,000
Bonus Issue (1:2) March 27, 1991 525000 10 5,250,000 15,750,000
Bonus Issue (1:1) December 28, 1993 1575000 10 15,750,000 31,500,000
Bonus Issue (2:3) October 11, 1995 2100000 10 21,000,000 52,500,000
Bonus Issue (2:3) September 12, 1997 3500000 10 35,000,000 87,500,000
Bonus Issue (2:3) July 27, 2000 5833333 10 58,333,330 145,833,330
Pursuant to the scheme of amalgamation of LKP February 7, 2007 1494900 10 14,949,000 160,782,330
Forex Limited
Sub-division of shares from Rs. 10/- each to May 14, 2007 - 1 160,782,330 160,782,330
Rs. 1/- each
Allotment pursuant to ESOP Scheme 2007 August 26, 2008 13540 1 13,540 160,795,870
Rights Issue (35:100) January 21, 2009 50650699 1 50,650,699 211,446,569

(in Rs.)
Allotments pursuant to ESOP Scheme 2007 January 18, 2010 100000 1 1,00,000 211,546,569
April 16,2010 95159 1 95,159 211,641,728
June 16, 2010 35832 1 35,832 211,677,560
July 30, 2010 59646 1 59,646 211,737,206
September 28, 2010 29996 1 29,996 211,767,202
October 22, 2010 37497 1 37,497 211,804,699
December 14, 2010 3000 1 3,000 211,807,699
February 6, 2011 2500 1 2,500 211,810,199
February 17, 2011 6600 1 6,600 211,816,799
April 26, 2011 60834 1 60,834 211,877,633
June 29, 2011 42830 1 42,830 211,920,463
July 22, 2011 10000 1 10,000 211,930,463
September 9, 2011 2500 1 2,500 211,932,963
September 30, 2011 12500 1 12,500 211,945,463
October 21, 2011 6465 1 6,465 211,951,928
November 18, 2011 55434 1 55,434 212,007,362
April 5, 2012 98540 1 98,540 212,105,902
April 27, 2012 715318 1 715,318 212,821,220
May 29, 2012 17260 1 17,260 212,838,480
July 5, 2012 320214 1 320,214 213,158,694
Allotment pursuant to IPP under Chapter VIII-A of May 7, 2013 34379606 1 34,379,606 247,538,300
SEBI (ICDR) Regulations, 2009
Allotments pursuant to ESOP Scheme 2007 July 24, 2013 50000 1 50,000 247,588,300
October 8, 2013 57597 1 57,597 247,645,897
October 24, 2013 35000 1 35,000 247,680,897
Allotment pursuant to conversion of April 25, 2014 5140000 1 5,140,000 252,820,897
319,765 Class ‘B’ 0.001% Cumulative
Convertible / Redeemable Preference Shares
of Rs. 10/- each and 271,800 Class ‘C’ 0.001%
Cumulative Convertible / Redeemable
Preference Shares of Rs. 10/- each into
5,140,000 equity shares of Rs.1/- each
Allotments pursuant to ESOP Scheme 2007 April 17, 2014 11665 1 11,665 252,832,562
May 21, 2014 413690 1 413,690 253,246,252
Allotments pursuant to Thomas Cook SAYE Scheme May 21, 2014 414954 1 414,954 253,661,206
2010
June 20, 2014 19763 1 19,763 253,680,969
Allotments pursuant to ESOP Scheme 2007 July 4, 2014 436416 1 436,416 254,117,385
September 29, 2014 79120 1 79,120 254,196,505
Allotments pursuant to ESOP Scheme 2007 October 29, 2014 151200 1 151,200 254,347,705
November 18, 2014 55620 1 55,620 254,403,325
December 15, 2014 48262 1 48,262 254,451,587
February 19, 2014 9240 1 9,240 254,460,827
Allotment of 18,270,000 equity shares of March 9, 2015 18270000 1 18,270,000 272,730,827
Re.1/- each on 9th March, 2015 to Fairbridge
Capital (Mauritius) Limited (FMCL), Promoter
of the Company on conversion of 1,827,000
Compulsorily Convertible Preference shares of
Rs.10/- each.
Allotments pursuant to ESOP Scheme 2007 April 10,2015 35000 1 35,000 272,765,827
(in Rs.)
Equity Shares allotted to the shareholders of September 3, 2015 48657929 1 48,657,929 321,481,259
Sterling Holiday Resorts (India) Limited pursuant
to the Composite Scheme of Arrangement and
Amalgamation between Sterling Holiday Resorts
(India) Limited (SHRIL) and Thomas Cook Insurance
Services (India) Limited (TCISIL) and Thomas
Cook (India) Limited (TCIL) and their respective
shareholders and creditors sanctioned by the
Hon’ble High Court, Bombay, by its Order dated
2nd July, 2015 (Composite Scheme)
Shares Allotted pursuant to conversion on of CCPS September 8, 2015 44230000 1 44,230,000 365,711,259
Allotment Pursuant to ESOP Scheme 2007 October 28, 2015 77550 1 77,550 365,788,809
Allotment Pursuant to ESOP Scheme 2007 December 1, 2015 26120 1 26,120 365,814,929
Allotment Pursuant to ESOP Scheme 2007 December 23, 2015 18500 1 18,500 365,833,429
Allotment Pursuant to ESOP Scheme 2007 February 1, 2016 37560 1 37,560 365,870,989
Allotment Pursuant to ESOP Scheme 2007 March 8, 2016 9240 1 9,240 365,880,229
Allotments pursuant to SHRIL ESOS 2012 April 7, 2016 63520 1 63520 365943749
Allotments pursuant to ESOP Scheme 2007 May 4, 2016 11880 1 11880 365955629
Allotments pursuant to ESOP Scheme 2007 May 17, 2016 17350 1 17350 365972979
Allotment Pursuant to SHRIL ESOS 2012 June 6,2016 30186 1 30186 366003165
Allotment Pursuant to ESOP Scheme 2007 June 6,2016 455500 1 455500 366458665
Allotments pursuant to ESOP Scheme 2007 July 15, 2016 25870 1 25870 366484535
Allotments pursuant to SHRIL ESOS 2012 August 17, 2016 6612 1 6612 366491147
Allotments pursuant to ESOP Scheme 2007 September 19, 2016 28876 1 28876 366520023
Allotment Pursuant to ESOP Scheme 2007 October 20,2016 124828 1 124828 366644851
Allotment Pursuant to SHRIL ESOS 2012 October 20,2016 16480 1 16480 366661331
Allotments pursuant to ESOP Scheme 2007 November 21, 2016 12120 1 12120 366673451
Allotments pursuant to SHRIL ESOS 2012 November 21, 2016 3150 1 3150 366676601
Allotments pursuant to ESOP Scheme 2007 January 23, 2017 44442 1 44442 366721043
Allotments pursuant to SHRIL ESOS 2012 January 23, 2017 648 1 648 366721691
Allotments pursuant to ESOP Scheme 2007 March 1, 2017 36178 1 36178 366757869
Allotments pursuant to SHRIL ESOS 2012 1st March, 2017 1728 1 1728 366759597
Allotments pursuant to ESOP Scheme 2007 April 18,2017 15800 1 15800 366775397
Allotments pursuant to ESOP Scheme 2007 April 18,2017 1000 1 1000 366776397
Allotments pursuant to SHRIL ESOS 2012 April 18,2017 1620 1 1620 366778017
Allotments pursuant to SHRIL ESOS 2012 April 18,2017 1350 1 1350 366779367
Allotments pursuant to ESOP Scheme 2007 19th May,2017 13960 1 13960 366793327
Allotments pursuant to ESOP Scheme 2007 19th May,2017 18848 1 18848 366812175
Allotments pursuant to SHRIL ESOS 2012 19th May,2017 4986 1 4986 366817161
Allotments pursuant to SHRIL ESOS 2012 19th May,2017 1650 1 1650 366818811
Allotments pursuant to ESOP Scheme 2007 June 23,2017 9680 1 9680 366828491
Allotments pursuant to ESOP Scheme 2007 June 23,2017 400 1 400 366828891
Allotments pursuant to ESOP Scheme 2007 August 14,2017 2220 1 2220 366831111
Allotments pursuant to ESOP Scheme 2007 August 14,2017 6550 1 6550 366837661

(in Rs.)
Allotments pursuant to ESOP Scheme 2007 September 19,2017 3500 1 3500 366841161
Allotments pursuant to ESOP Scheme 2007 September 19,2017 72160 1 72160 366913321
Allotments pursuant to SHRIL ESOS 2012 19th September,2017 5400 1 5400 366918721
Allotments pursuant to SHRIL ESOS 2012 October 12,2017 5500 1 5500 366924221
Allotments pursuant to SHRIL ESOS 2012 October 12,2017 486 1 486 366924707
Allotments pursuant to ESOP Scheme 2007 November 13,2017 8533 1 8533 366933240
Allotments pursuant to SHRIL ESOS 2012 November 13,2017 6190 1 6190 366939430
Allotments pursuant to ESOP Scheme 2007 December 18,2017 46927 1 46927 366986357
Allotments pursuant to SHRIL ESOS 2012 December 18,2017 4500 1 4500 367022522
Allotments pursuant to SHRIL ESOS 2012 December 18,2017 17280 1 17280 367039802
Allotments pursuant to ESOP Scheme 2007 January 22,2018 14965 1 14965 367054767
Allotments pursuant to SHRIL ESOS 2012 January 22,2018 9700 1 9700 367064467
Allotments pursuant to ESOP Scheme 2013 February 23,2018 2929489 1 2929489 369993956
Allotments pursuant to ESOP Scheme 2013 March 8 , 2018 162000 1 162000 370178005
Allotments pursuant to SHRIL ESOS 2012 March 8 , 2018 4320 1 4320 370205624
Allotments pursuant to SHRIL ESOS 2012 March 8 , 2018 1750 1 1750 370207374
Allotments pursuant to ESOP Scheme 2007 April 17 , 2018 64132 1 64132 370271506
Allotments pursuant to SHRIL ESOS 2012 April 17 , 2018 7560 1 7560 370279066
Allotments pursuant to ESOP Scheme 2007 May 28 , 2018 65268 1 65268 370344334
Allotments pursuant to SHRIL ESOS 2012 May 28 , 2018 7700 1 7700 370352034
Allotment pursuant to ESOP Scheme 2007 June 21, 2018 54343 1 54343 370406377
Allotment pursuant to SHRIL ESOS 2012 June 21, 2018 4450 1 4450 370410827
Allotment pursuant to ESOP Scheme 2007 July 20, 2018 11732 1 11732 370422559
Allotment pursuant to SHRIL ESOS 2012 August 7, 2018 950 1 950 370423509
Allotment pursuant to ESOP Scheme 2007 September 18, 2018 80519 1 80519 370504028
Allotment pursuant to SHRIL ESOS 2012 September 18, 2018 950 1 950 370504978
Allotment pursuant to ESOP Scheme 2007 October 26, 2018 25836 1 25836 370530814
Allotment pursuant to SHRIL ESOS 2012 October 26, 2018 3250 1 3250 370534064
Allotment pursuant to ESOP Scheme 2013 November 13, 2018 129906 1 129906 370663970
Allotment pursuant to ESOP Scheme 2007 November 13, 2018 3843 1 3843 370667813
Allotment pursuant to SHRIL ESOS 2012 November 13, 2018 1620 1 1620 370669433
Allotment pursuant to ESOP Scheme 2007 January 10, 2019 17961 1 17961 370687394
Allotment pursuant to SHRIL ESOS 2012 January 10, 2019 1750 1 1750 370689144
Allotment pursuant to ESOP Scheme 2007 February 1, 2019 16480 1 16480 370705624
Allotment pursuant to SHRIL ESOS 2012 February 1, 2019 2700 1 2700 370708324
Allotment pursuant to ESOP Scheme 2007 March 18, 2019 18334 1 18334 370726658
Allotment pursuant to SHRIL ESOS 2012 March 18, 2019 1650 1 1650 370728308
(in Rs.)
Allotment pursuant to ESOP Scheme 2007 April 25,2019 49541 1 49541 370777849
Allotment pursuant to SHRIL ESOS 2012 April 25,2019 1650 1 1650 370779499
Allotment pursuant to ESOP Scheme 2007 May 20,2019 2000 1 2000 370781499
Allotment pursuant to TCIL ESOP Scheme 2013 June 24,2019 50,000 1 50,000 370,831,499
Allotment pursuant to ESOP Scheme 2007 June 24,2019 14800 1 14800 370846299
Allotment pursuant to ESOP Scheme 2007 June 24,2019 10600 1 10600 370856899
Allotment pursuant to TCIL ESOP Scheme 2013 August 1,2019 50000 1 50000 370906899
Allotment pursuant to ESOP Scheme 2007 August 1,2019 2000 1 2000 370908899
Allotment pursuant to ESOP Scheme 2007 August 1,2019 2818 1 2818 370911717
Allotment pursuant to SHRIL ESOS 2012 October 3,2019 1650 1 1650 370913367
Allotment pursuant to ESOP Scheme 2007 October 3,2019 6000 1 6000 370919367
Allotment to Thomas Cook (India) Limited November 25, 2019 7356122 1 7356122 378275489
Employee Trust pursuant to Composite Scheme of
Arrangement and Amalgamation
378275489
Preference share capital history of the Company since inception:

Class of preference shares Date of Allotment No. of preference Face Value Date of Redemption/
shares allotted (in Rs.) Conversion
Class ‘A’ 4.65% Cumulative Non Convertible February 7, 2007 103284000 10 January 30, 2008
Redeemable Preference Shares of Rs. 10/- each*
Class ‘B’ 0.001% Cumulative Convertible / February 7, 2007 319765 10 April 25, 2014
Redeemable Preference Shares of Rs. 10/- each**
Class ‘C’ 0.001% Cumulative Convertible / February 7, 2007 271800 10 April 25, 2014
Redeemable Preference Shares of Rs. 10/- each**
1% Cumulative Non Convertible Redeemable January 29, 2008 105000000 10 January 29, 2009
Preference Shares of Rs. 10/- each***
Compulsorily Convertible Preference shares of March 13, 2014 6250000 10 September 8, 2015
Rs. 10/- each (CCPS)#
Non Convertible Cumulative Redeemable Preference December 1, 2015 125000000 10 December 28, 2017
Shares@
*As per the Scheme of Amalgamation, 103284000 Class ‘A’ 4.65% Cumulative Non Convertible Redeemable Preference Shares of Rs.
10/- each amounting to Rs. 1,032,840,000/- were allotted on February 7, 2007 and were redeemed on January 30, 2008 out of the
proceeds of 1% Cumulative Non Convertible Redeemable Preference Shares of Rs. 10/- each allotted on January 29, 2008.
** 319765 Class ‘B’ 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each and 271800 Class ‘C’ 0.001%
Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each were converted on April 25, 2014 into 5140000 equity shares
of Re. 1/- each.
*** 105000000 1% Cumulative Non Convertible Redeemable Preference Shares of Rs. 10/- each amounting to Rs. 1,050,000,000/-
were allotted on January 29, 2008 and were redeemed on January 29, 2009 out of the proceeds of the Rights Issue of Equity Shares of
Re. 1/- each allotted on January 21, 2009.
#6250000 Compulsorily Convertible Preference Shares of Rs. 10/- each (CCPS) were allotted on March 13, 2014 out of which 1827000
CCPS of Rs. 10/- each were converted into 18270000 equity shares of Re. 1/- each on March 9, 2015 and allotted to Fairbridge Capital
(Mauritius) Limited (FMCL), Promoter of the Company. The remaining 4423000 CCPS of Rs. 10/- each were converted into 44230000
equity shares of Re. 1/- each on September 8, 2015 and allotted to Fairbridge Capital (Mauritius) Limited (FCML), Promoter of the
Company.
@ 125000000 Non Convertible Cumulative Redeemable Preference Shares of Rs. 10/- each amounting to Rs. 1,250,000,000/- which
were issued and allotted on private placement basis on December 1, 2015 were redeemed at par on December 28, 2017 as per the
applicable provisions of the Companies Act, 2013, Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Redeemable Preference Shares) Regulations, 2013, and other applicable laws, rules and regulations.

Performance in comparison to broad-based indices such as BSE Sensex (SENSEX), NSE CNX Nifty
120
100
80
60
Price on NSE
40 NIFTY
20
120
100
80
60
Price on BSE
40
Sensex
20
Note: BASE = 100 (April 1, 2019)

Registrars & Share Transfer Agents : TSR Darashaw Limited,
6-10, Haji Moosa Patrawala Indl. Estate 20,
Dr. E Moses Road, Mahalakshmi,
Mumbai 400 011 Tel: +91 22 6656 8484
Fax: +91 22 6656 8494
Email Id: csg-unit@tsrdarashaw.com
Transfer to Investor Education and Protection Fund (IEPF)
In terms of Section 124 and 125 of Companies Act, 2013 (corresponding Section 205C of the Companies Act, 1956) and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended an amount of Rs. 3,70,389
/- being unclaimed dividend and due for payment for the year ended December 31, 2011, which was duly declared on June 15, 2012
was transferred during the year to the IEPF established by the Central Government.
Share Transfer System:
The Share Transfer is normally effected within a maximum period of 15 days from the date of receipt, if all the required documentation
is submitted. The Company Secretary & Compliance Officer has been given the authority by the Board of Directors to approve the share
transfers. The Stakeholders Relationship Committee notes the approval of the same in the subsequent meeting(s). The Committee
approves the issuance of duplicate share certificate, split, consolidation, etc. as per the request received.
I. (a) Distribution of Equity shareholding as on March 31, 2020:

Range of Holding No. of Shares Amount (Rs.) % to Capital No. of % to
Shareholders Shareholders
1 to 5000 19,849,948 19,849,948 5.25 57,753 97.51
5001 to 10000 5,257,968 5,257,968 1.39 736 1.24
10001 to 20000 5,348,587 5,348,587 1.41 407 0.69
20001 to 30000 2,402,367 2,402,367 0.64 98 0.17
30001 to 40000 1,717,298 1,717,298 0.45 50 0.08
40001 to 50000 1,283,506 1,283,506 0.34 28 0.05
50001 to 100000 4,163,506 4,163,506 1.10 58 0.10
Greater than 100000 338,252,309 338,252,309 89.42 97 0.16
Total 378,275,489 378,275,489 100.00 59,227 100.00
(b) Categories of Equity Shareholders as on March 31, 2020:

Sr. No. Shares held by No. of shares held % of Shareholding
1 Foreign Holdings
a. Foreign Collaborators 248,153,725 65.60
b. Foreign Institutional Investors 9,494,757 2.51
c. Overseas Corporate Bodies 0 0.00
d. Other NRI's 2,144,748 0.57
Total (a+b+c+d) 259,793,230 68.68
2 Govt. /Govt. Sponsored Financial Institutions / Nationalised Banks 20,391 0.01
3 Foreign Banks 1,620 0.00
4 Other Banks 38,001 0.01
5 Mutual funds 52,982,661 14.01
6 Insurance Companies 6,414,762 1.70
7 Bodies Corporate 5,551,288 1.47
8 Alternate Investment Funds 4,317,635 1.14
9 Body Corporate-NBFC 49,180 0.01
10 Other Directors & their Relatives 1,079,319 0.29
11 Trusts 17,930 0.00
12 IEPF Suspense A/C 423,838 0.11
13 Employee Benefit Trust (IDBI Trusteeship Services Limited) 7,356,122 1.94
14 Other Resident Individuals 40,229,512 10.63
Total (2+3+4+5+6+7+8+9+10+11+12+13+14) 118,482,259 31.32
Grand Total (1+2+3+4+5+6+7+8+9+10+11+12+13+14) 378,275,489 100.00
c) Dematerialisation of Equity shares and liquidity Status of dematerialisation as on March 31, 2020:
Particulars No. of shares % to Capital No. of Accounts
National Securities Depository Limited 363,268,381 96.03 33,962
Central Depository Services (India) Limited 12,735,241 3.37 17,549
Total Dematted (A) 376,003,622 99.40 51,511
Physical (B) 2,271,867 0.60 7,716
Total (A + B) 378,275,489 100.00 59,227

(d) Top 10 Equity Shareholders as on March 31, 2020:
(Other than Promoters, Directors, their relatives and Associates)
Name(s) of Shareholders Category (as per Depository) Shares % to Capital
Aditya Birla Sun Life Trustee Private Limited Mutual Funds 31,632,723 8.36
ICICI Prudential Long Term Equity Fund Mutual Funds 9,075,475 2.40
IDBI Trusteeship Services Ltd Employee Benefit Trust 7,356,122 1.94
Reliance Capital Trustee Co Ltd-A/C Nippon India
Mutual Funds 5,482,541 1.45
Focused Equity Fund
ICICI Prudential Life Insurance Company Limited Insurance Companies 4,421,606 1.17
Sundaram Mutual Fund Mutual Funds 3,749,819 0.99
India Whizdom Fund Alternate Investment Fund 3,016,403 0.80
Tata Large And Mid-Cap Fund Mutual Funds 2,671,077 0.71
Tata Aia Life Insurance Co Ltd Insurance Companies 1,983,501 0.52
Ramesh Ramanathan Resident Individual 1,973,852 0.52
Total 71,363,119 18.86
(e) Outstanding Debt/ GDRs/ ADRs/ Warrants or any Convertible Instruments, conversion date and likely impact on equity:
I. Compulsory Convertible Preference Shares:

No convertible preference shares were outstanding as on March 31, 2020.
II. Non Convertible Debentures:

No non convertible debentures were outstanding as on March 31, 2020.
(f) Plant Locations:
The Company does not carry on any manufacturing activities. The Company offers its existing range of services of Foreign Exchange,
Corporate Travel, Leisure Travel (Inbound & Outbound), MICE, Insurance, Visa & Passport Services and Call Centre through its wide
network across India and through its subsidiaries in Mauritius, Sri Lanka and Hong Kong.
Address for correspondence:

Registered Office:
Thomas Cook (India) Limited,
Thomas Cook Building, Dr. D. N. Road,
Fort, Mumbai – 400 001
Tele: +91 22 4242 7000
Fax: +91 22 2302 2864
For grievance redressal / for registering complaints by investors/ shareholders, please contact:
E-mail: sharedept@thomascook.in
For and on Behalf of the Board
Madhavan Menon
Chairman & Managing Director
(DIN: 00008542)
Place: Mumbai
Certificate Of Non-Disqualification Of Directors
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To,
The Members of,
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Thomas Cook (India) Limited
having Corporate Identity Number: L63040MH1978PLC020717 and having registered office at Thomas Cook Building, Dr. D. N. Road, Fort,
Mumbai- 400 001 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in
accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended.
In our opinion and to the best of our information and according to the test check basis verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers,
we hereby certify that none of the Directors on the Board of the Company for the financial year ending on March 31, 2020, have been
debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India, Ministry
of Corporate Affairs, Reserve Bank of India or any such other Statutory Authority.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to certify the same on the basis of aforesaid relevant registers, records, forms, returns and disclosures
received from the Company.
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.

Company Secretaries
Keyul M. Dedhia
Proprietor
UDIN: F007756B000355015

CEO/ CFO Certification
Pursuant to Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To,
The Board of Directors

Thomas Cook Building
Dr. D. N. Road, Fort,
Mumbai – 400 001
This is to certify that:
(a) We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2020 and that to the best of our
knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statement that might be
misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent,
illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of the internal control system of the Company pertaining to financial reporting and we have disclosed to the auditors and
the Audit cum Risk Management Committee, deficiencies in design or operation of internal controls, if any, of which we are aware and
the steps we have taken or proposed to take to rectify these deficiencies.
(d) We have indicated, wherever applicable, to the Auditors and Audit cum Risk Management Committee:
(i) significant changes, if any, in internal control over financial reporting during the year;
(ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in notes to the financial
statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.
For Thomas Cook (India) Limited For Thomas Cook (India) Limited
Mahesh Iyer Brijesh Modi

Executive Director and Chief Executive Officer Chief Financial Officer
Mumbai, June 18, 2020 Mumbai, June 18, 2020
Declaration regarding compliance by Board Members and Senior Management Personnel with the Company’s code of conduct
This is to confirm that all the Members of the Board and Senior Management personnel have affirmed compliance with the Company’s Code
of Conduct for the year ended 31st March, 2020.
For Thomas Cook (India) Limited
MADHAVAN MENON
Chairman & Managing Director
DIN: 00008542
Mumbai, June 18, 2020
Certificate On Corporate Governance
To the Members of
We have examined the compliance with conditions of Corporate Governance by Thomas Cook (India) Limited (‘the Company’), for the financial
year ended on March 31, 2020, as per Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C and D of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).
The compliance with conditions of Corporate Governance is the responsibility of the management. This responsibility includes the design,
implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate
Governance stipulated in Listing Regulations.
Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
Based on our examination of the relevant records and according to the information and explanations provided to us and the representations
made by the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation
17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C and D of Schedule V of the Listing Regulations during the financial year
ended March 31, 2020.
We further report that the Hon’ble Supreme Court of India by its Order dt April 17, 2018 set aside the Order passed by Competition Appellate
Tribunal (COMPAT) and restored the Order passed by Competition Commission of India (CCI) imposing penalty of Rs. 1 crore with no costs.
We further state that this Certificate is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with
which the management has conducted the affairs of the Company.
This certificate is issued solely for the purposes of complying with the aforesaid Regulations and shall not be suitable for any other purpose.
Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown
or into whose hands it may come without our prior consent in writing. We have no responsibility to update this Certificate for events and
circumstances occurring after the date of this Certificate.

Company Secretaries
Keyul M. Dedhia
Proprietor
UDIN: F007756B000355026
June 18, 2020

Business Responsibility Report
Section A: General Information about the Company
Sr. No. Particulars Company Information

1. Corporate Identification Number (“CIN”) of the L63040MH1978PLC020717
Company
2. Name of the Company Thomas Cook (India) Limited
3. Registered Office & Corporate Office Registered office: Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai 400 001
Corporate office: A Wing, Marathon FutureX, N.M. Joshi Marg, Lower Parel,
Mumbai 400 013
4. Website www.thomascook.in
5. E-mail ID sharedept@thomascook.in
6. Financial year reported April 1, 2019 – March 31, 2020
7. Sector(s) that the Company is engaged in Description Industrial Activity Code
(industrial activity code-wise) as per the Group Class Sub-class
National Industrial Classification codes of 2008
Travel & Related Services 791 7911 & 7912 79110 & 79120
Financial Services 649 6499 64990
8. List three key products/services that the a. Financial Services

Company manufactures/provides (as in b. Travel and Related Services
balance sheet)
9. Total number of locations where business Thomas Cook (India) Limited along with its subsidiaries carries out business
activity is undertaken by the Company activities from various locations including Mauritius, Sri Lanka, Cambodia,
(a) Number of International Locations China, Indonesia, Laos, Malaysia, Macau SAR, Maldives, Myanmar, Mauritius,
Singapore, Thailand, Vietnam, Kenya, South Africa, Namibia, UAE, Oman, Egypt,
(Provide details of major 5)
Qatar, Bahrain, Jordan, USA, Nepal and Hong Kong and is supported by a strong
(b) Number of National Locations partner network of 186 Franchise Partners and 238 General and Preferred Sales
Agents in 271 cities across India, UAE, Oman, U.K., Canada, Kenya, Saudi Arabia,
Tanzania, Kuwait, Bahrain & Qatar.
The Company (exclusive of its subsidiaries) has a presence in over 420 locations
including (27) Airport counters in 9 locations and extension counters in malls in
India and 95 Gold Circle Partners. The company inclusive of its subsidiaries has
a presence across 630 locations in 170 cities, over 111 PSAs and 186 Franchise
Partner outlets to have a wider spread and network across the country.
10. Markets served by the Company Thomas Cook (India) Limited serves customers in national and international
locations.
Section B: Financial Details of the Company
Sr. No Particulars Company Information (Rs. In Million)

1. Paid up Equity Share Capital as on March 31, 2020 Rs. 378.2
2. Total Turnover Rs. 21,247.1
3. Profit/ (Loss) after Tax Rs. (249.1)
4. Total amount spent on Corporate Social Responsibility (“CSR”)
a) in Rupees a. Rs. 6.4
b) As a percentage of average net profits of the Company made b. 5%
during the three immediately preceding financial years as per
CSRs requirement (%)
5. List the activities, in which expenditure in 4 above, has been incurred Please refer Report on Corporate Social Responsibility
which is Annexure 2 of the Directors’ Report.
Section C: Other Details
1. Does the Company have any Subsidiary Company/ Companies?
• Yes, the details of the list of subsidiaries can be found in Annexure 4 of the Directors’ Report of the Company and forms part of the
Annual Report.
2. Do the Subsidiary Company/Companies participate in the Business Responsibility (“BR”) Initiatives of the parent company? If yes, then
indicate the number of such subsidiary company(ies)
• Yes, three subsidiary companies participate in the BR initiatives of Thomas Cook (India) Limited.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR initiatives of the
Company? If yes, then indicate percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]
• No
Section D: Business Responsibility (BR) Information
1. Details of Director/Directors responsible for BR
a. Details of the Director/Directors responsible for implementation of the BR policy/policies
Sr. No Particulars Company Information

1. DIN Number 00008542
2. Name Madhavan Menon
3. Designation Chairman & Managing Director
b. Details of BR head :
Sr. No Particulars Company Information

1. DIN Number (if applicable) 07560302
2. Name Mahesh Iyer
3. Designation Executive Director & Chief Executive Officer
4. Telephone Number +91-22-4242 7000
5. e-mail ID sharedept@thomascook.in
c. (i) Principle-wise (as per National Voluntary Guidelines (NVGs)) Business Responsibility Policy/policies
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by the
Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are as follows:
P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
P3 Businesses should promote the well-being of all employees.
P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged,
vulnerable and marginalized.
P5 Businesses should respect and promote human rights.
P6 Businesses should respect, protect, and make efforts to restore the environment.
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
P8 Businesses should support inclusive growth and equitable development.

P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
Sr. Questions
No.
Business Ethics
Responsibility
Human Rights
Stakeholders
Environment
Wellbeing of
Public Policy
employees
Customer
relations
Product
CSR
1. Do you have policy/policies for …. Y N Y Y Y Y N Y N
2. Has the policy being formulated Y N Y Y Y Y N Y N

in consultation with the relevant
stakeholders?
3. Does the policy conform to any national/ Y N Y Y Y Y N Y N

international standards? If yes, specify? (50
words) Policies are prepared ensuring adherence to applicable rules, regulations and
laws of national/ international standards.
4. Has the policy been approved by the Board? Y N Y Y Y Y N Y N

If yes, has it been signed by MD/owner/
CEO/appropriate Board
Director?
5. Does the Company have a specified Y N Y Y Y Y N Y N

committee of the Board/ Director/Official
to oversee the implementation of the
policy?
6. Has the policy been formally communicated Y N Y Y Y Y N Y N

to all relevant internal and external
stakeholders? Internal policies have been communicated to all stakeholders and the same is
available on the Company’s website.
Mandatory policies are available on the Company’s website at the following
weblink:
https://www.thomascook.in/speeches-presentation
7. Does the Company have in-house structure Y N Y Y Y Y N Y N

to implement the policy/policies?
8. Does the Company have a grievance Y N Y Y Y Y N Y N

redressal mechanism related to the
policy/policies to address stakeholders’ The whistle blower mechanism provides employees to report any concerns
grievances related to the policy/policies? and grievances pertaining to any potential or actual violation of the Company’s
Code of Conduct, which covers majority of the aspects of the Business
Responsibility Report.
Each of the policies formulated by the Company has an in-built grievance
redressal mechanism.
9. Has the Company carried out independent Y N Y Y Y Y N Y N

audit/evaluation of the working of this
policy by an internal or external agency? The implementation of the Company’s Code of Conduct and other policies are
reviewed through internal audit function.
2 (b). If answer to No. 1, against any principle is ‘No’, please explain why: (Tick up to 2 options)
Sr.
No. Questions
Business Ethics
Responsibility
Human Rights
Stakeholders
Environment
Wellbeing of
Public Policy
employees
Customer
relations
Product
CSR
1 The Company has not understood the
- - - - - -
Principles
2 The Company is not at a stage where it
finds itself in a position to formulate
- - - - - -
and implement the policies on specified
principle
3 The Company does not have financial or
manpower resources available for the - Note - - - - Note - Note
task
4 It is planned to be done within next 6
- - - - - -
months
5 It is planned to be done within the next
- - - - - -
1 year
6 Any other reason (please specify) - - - - - -
Note- The aspects outlined for Principle 2, Principle 7 and Principle 9 are not relevant to the Company given the nature of business
and industry in which it operates. Being in the Service Industry and undertaking Travel and Travel related services , the impact of
the Company’s operations on the environment is negligible. The Company does make necessary suggestions as and when required
for envisaging and supporting environmental causes and social welfare. Further, the Company always strives to have a cordial
relationship with its customers and other stakeholders.
d. Governance related to Business Responsibility (BR):
Information with reference to BR framework:
Sr. No. Particulars Company Information

1 Indicate the frequency with which the Board of Half Yearly
Directors, Committee of the Board or CEO meet to
assess the BR performance of the Company
2 Does the Company publish a BR or a Sustainability Yes, the Company publishes its Business Responsibility Report
Report? What is the hyperlink for viewing this annually. The Company’s Business Responsibility Report for the
report? How frequently it is published? financial year 2019-20 is available on https://www.thomascook.
in/annual-report .
Section E: Principle – wise Performance

Principle 1: Business should conduct and govern themselves with Ethics, Transparency and Accountability
Sr.No Questions Information

1.1 Name of the policy/policies governing the principle Values that Work...at Work Policy governs all subsidiaries.
1.2 Does the policy relating to ethics, bribery and corruption Thomas Cook (India) Limited Business Ethics and Integrity policies
cover only the Company? Yes/ No. which form part of Values that Work...at Work Policy apply to all
Does it extend to the Group/ Joint Ventures/ Suppliers/ employees of the Company including those of its subsidiaries in India
Contractors/ and Abroad. It also extends to the consultants, agents, distributors,
NGOs /Others? independent contractors and such other stake holders associated
with the Company.
1.3 How many stakeholder complaints have been received In relation to the policies governing the principal of ethics,
in the past financial year and what percentage was transparency and accountability, there were 10 complaints received
satisfactorily resolved by the management? If so, from stake holders during the financial year 2019-20, which were
provide details thereof, in about 50 words or so. satisfactorily resolved as on 31st March, 2020.

Principle 2: Business should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
Sr. No. Questions Information
2.1 Name of the policy/policies governing the principle The Company, given its nature of business and industry in which it operates,
does not have a specific policy governing the principle.
2.2 List up to 3 of your products or services whose 1. Holiday Savings Account
design has incorporated social or environmental
Launched in 2014, the Holiday Savings Account product allows
concerns, risks and/ or opportunities.
customers to break the cost of the holiday into 12 instalments and
save for it every month via an RD account with a bank, that Thomas
Cook is associated with. Since the Holiday Savings Account was very
well received, we decided in 2016 to launch another variation of
Holiday Saving account, where a customer can open an RD account
and save for a holiday and at the time of maturity allows the customer
to select from a bigger bouquet of packages. From 1st April 2019 to
31st March 2020 Holiday Savings Account has 2280 RDs, with over
4790 customers who have booked a holiday to travel in the following
year. This product helps acquire customers at a very early stage of
the customers’ life cycle and helps building long term relationship
with first time customers.Thomas Cook is now associated with 7
banking partners: IndusInd Bank, ICICI Bank, State Bank of India, Kotak
Mahindra Bank, Andhra Bank and Bank of Baroda and IDFCFIRST Bank.
2. TBA (Travel business Associate) program
The TBA (Travel business Associate) program is a flexible; ‘refer from
home’ earning opportunity for housewives, retired people, people
looking at income opportunities in a flexible environment to augment
their income especially women who are looking to restart their
income while being able to manage their families. The model works
on ‘You refer-we close’. The potential to earn is spread across all the
lines of product that Thomas Cook deals in. The business is in its 2nd
year of operation and has now close to 100 partners and has clocked
business of over 3 crs spread across international and domestic
holidays. This is a low cost fully variable model which benefits both
the company and the Travel Business Associate.
3. Travel Quest
Travel Quest, one of the fastest growing business of the Company,
caters to study tours across a range of educational institutions – from
schools and colleges, to management and technical institutes. The
Travel Quest itineraries are co-curated by the Company’s experts
together with faculty and customised basis the specific requirements
of the institution. Innovative itineraries curated by the Travel
Quest Team incorporate unique experiential/ hands-on learning
opportunities, coupled with fun elements. A dedicated team has been
introduced to service all round operations. Travel is indeed the best
teacher and such study tours offer students a two pronged benefit:
a practical facet to their theoretical knowledge along with valuable
global exposure. School students enjoy a fun way of learning with
inclusions like behind-the-scene tours at theme parks, chocolate/
cheese making lessons, interactions with rocket-scientists at a space
centre in USA/Europe, etc. Over FY 2019-20, in addition to schools of
K-12, the Travel Quest business has forayed into institutes that focus
on specialisation in architecture, management, Food & Beverage,
engineering, automobiles and languages.
Travel Quest has signed agreements with the International
Universities & Institutes that offer direct access and contracting. Key
customers of the Travel Quest business for the year ended March
31, 2020 have been DPS RK Puram, Hiranandani School, IIT Delhi,
Rajkumar College, Durgadevi Saraf Institute of Management & St.
Joseph College of Commerce. This year, your Travel Quest business
has also made an entry into the NRI - Study Tours market having signed
up with Stenden University Qatar & The Indian High School Dubai for
International tours. Having successfully expanded its reach to Tier 2
cities as well, the Travel Quest business has successfully undertaken
group bookings from Vijaywada, Rajkot, Shimla, Madurai, Mangalore
and Guntur. Additionally, the Travel Quest business has achieved its
highest bookings in Domestic sector with 3000 students confirmed &
travelled.
2.3 For each such product, provide the following details For providing the above mentioned products/services, the Company does
in respect of resource use (energy, water, raw not directly use any resources i.e. energy, water, raw material etc. Hence
material etc.) per unit of product (optional): this is not applicable to the Company.
(a)Reduction during sourcing/ production/
distribution achieved since the previous year
throughout the value chain?
(b) Reduction during usage by consumers (energy,
water) has been achieved since the previous year?
2.4 Does the Company have procedures in place for Given the nature of Industry, impact of the Company’s operations on
sustainable sourcing (including transportation)? the environment is negligible. In the process of selecting business
(a) If yes, what percentage of your inputs was plans/ services required, vendors are first evaluated through a set of
sourced sustainably? Also, provide details thereof, prequalification criteria. Qualification criteria includes the responsibility
in about 50 words or so. of business towards the society and environment.
2.5 Has the Company taken any steps to procure goods The Company through its subsidiaries, associates and branches has global
and services from local & small producers, including presence. The management believes in inclusive growth and encourages
communities surrounding their place of work? If procuring goods and services from local vendors.
yes, then what steps have been taken to improve the Further, being in the business of Travel and Tourism, the Company relies
capacity and capability of local and small vendors? on the local suppliers/ vendors and business partners across India for
its inbound domestic business. Service selection is driven by open,
transparent and non-discriminatory procurement principle. Further, the
Company procures its IT requirements through local vendors.
2.6 Does the Company have a mechanism to recycle The Company operates in Travel and Tourism industry and hence the
products and waste? If yes, what is the percentage products and services provided by the Company do not generate any waste
of recycling of products and waste (separately which requires recycling. The Company however ensures that the waste
as <5%, 5%-10%, >10%) ? Also, provide details generated across its offices around the globe are disposed off as per the
thereof, in about 50 words or so. required and applicable waste disposal norms.
Principle 3: Business should promote the wellbeing of all employees.
Sr.No. Questions Information
3.1 Name of the policy/policies governing the principle Values that Work...at Work Policy and Policy for Respect At Work
3.2 Please indicate the Total number of employees of 2638
the Company
3.3 Please indicate the Total number of employees 546
hired on temporary/ contractual/casual basis.
3.4 Please indicate the Number of permanent women 661
employees.
3.5 Please indicate the Number of permanent 4
employees with disabilities.
3.6 Do you have an employee association that is Yes, the Company has two Unions.
recognised by management?
3.7 What percentage of your permanent employees are 0.61%
members of this recognised employee association?
3.8 Please indicate the Number of complaints relating During the financial year under review, the Company has received 3
to child labour, forced labour, involuntary labour, complaints under the Prevention of Sexual Harassment Policy which
sexual harassment in the last financial year and forms part of Policy for Respect At Work and in relation to child labour,
pending, as on the end of the financial year. forced labour, involuntary labour and/or discriminatory employment there
were no complaints. All complaints received have been closed as per the
appropriate policy guidelines.
3.9 What percentage of your under mentioned The Company organizes several training programs for all its employees
employees were given safety & skill upgradation through various functional modules from time to time.
training in the last year?
a) Permanent Employees
b) Permanent Women Employees
c) Causal/ Temporary/ Contractual Employees
d) Employees with Disabilities

Principle 4: Business should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged,
vulnerable and marginalised.
4.1 Name of the policy/policies governing the principle Corporate Social Responsibility (“CSR”) Policy
4.2 Has the Company mapped its internal and external Yes. The Company has mapped its internal and external stakeholders in a
stakeholders? Yes/No structured way and carries out engagements with investors, employees,
customers, suppliers, the government, regulatory authorities, trade unions
and local community. The Company follows a system of timely feedback
and response through formal and informal channels of communication to
ensure that the stakeholders information remains current and updated.
4.3 Out of the above, has the Company identified Yes, the Company has identified disadvantaged, vulnerable & marginalised
the disadvantaged, vulnerable & marginalised stakeholders by assessing their financial capabilities and standard of
stakeholders? living conditions.
Based on this identification, the Company has mapped its target
beneficiary groups for its CSR initiatives. These include the rural and less
privileged people who cannot afford dialysis at hospitals.
4.4 Are there any special initiatives taken by the The Company has set high ethical standards for all its dealings and believes
Company to engage with the disadvantaged, in inspiring trust and confidence. With a strong belief that the Company
vulnerable and marginalised stakeholders? If so, exists not only for doing good business, but equally for the betterment of
provide details thereof, in about 50 words or so. society, the Company has implemented its CSR policy/charter to focus on
the following areas:
1. Education and Employability through its vocational education arm
viz., Thomas Cook Centre of Learning (COL);
2. Health and Sanitation;
3. Rural / Tribal Area Development;
4. Contribution to Emergency Relief Funds.
During the financial year the Company undertook the following activities:
1. Project Dialysis – the Company’s flagship CSR initiative, funded and
installed 68 dialysis machines during the year and cumulatively 199
dialysis machines at 68 dialysis centres located in remote areas of
Assam, Arunachal Pradesh, Meghalaya, Nagaland, Odisha, Jammu
& Kashmir, Ladakh, Himachal Pradesh, Uttar Pradesh, Uttarakhand,
Chhattisgarh, Andhra Pradesh, Tamil Nadu where there were no
or limited dialysis infrastructure offering free/affordable dialysis
access.
2. The Company maintained the pre-installed prefabricated toilet units
at Kandhal Road, Ooty (in line with Swachh Bharat Abhiyan).
Principle 5: Businesses should respect and promote human rights.


5.1 Name of the policy/policies governing the principle Values that Work...at Work Policy
5.2 Does the policy of the Company on human rights The Company makes efforts to ensure that employees and other
cover only the Company or extend to the Group/ stakeholders are always treated with humanity, dignity and respect.
Joint Ventures/ Suppliers/Contractors/NGOs/ Thomas Cook (India) Limited has a global presence and it is the philosophy
Others? of the Company that the organisation gets stronger through diversity of
the employees.
Thomas Cook’s Code of Conduct covers the guidelines on human rights
and forbids discrimination or harassment based on an individual’s race,
colour, religion, gender, age, national origin etc. It is applicable all across
the Group Companies. Employees and stakeholders have been provided
many avenues to speak up fearlessly and to report any violations of the
Code, or to share their concerns confidentially through various modes as
per the Code.
5.3 How many stakeholder complaints have been No complaint was received in relation to violation of human rights during
received in the past financial year and what percent the FY 2019-20.
was satisfactorily resolved by the management?
Principle 6: Business should respect, protect, and make efforts to restore the environment.
Sr.No. Questions Information
6.1 Name of the policy/policies governing the principle Values that Work...at Work Policy and Corporate Social Responsibility
Policy
6.2 Does the policy related to Principle 6 cover only the The Company’s Values that Work...at Work Policy extends to all the
Company or extends to the Group/Joint Ventures/ employees of the organisation including the subsidiaries.
Suppliers/ Contractors/NGOs/others.
6.3 Does the Company have strategies/ initiatives to The Company is committed to conduct its business in a sustainable manner.
address global environmental issues such as climate However, being into Travel & Tourism industry, the Company through its
change, global warming, etc.? Y/N. If yes, please give operation has minimal impact on the environment.
hyperlink for webpage etc. With a view to positively contribute to the environment the Company
supports the Go Green initiative of the Ministry of Corporate Affairs’,
whereby the Company makes provision for electronic communication
of the Annual Reports and other documents to the shareholders. The
Company also maintains most of the records in digital mode/electronic
mode with the motive of saving paper.
The Company has started using LED light fixtures for all new branches.
Also, in all cases where there was a need of replacement, LED Lightings
were used.
The Company also uses VRV / VRF AC units which runs on R410 Refrigerant
(environmental friendly) at its Registered Office, Corporate Office and new
regional offices setup during the financial year.
IT Asset disposal of the Company is done as per e-Waste guideline by CPCB
authorised vendor.
6.4 Does the Company identify and assess potential The Company being into Travel & Travel Related services and Financial
environmental risks? Y/N services, it doesn’t directly impact the environment in any way.
6.5 Does the Company have any project related to Still, IT Asset disposal of the Company is done as per e-Waste guideline by
Clean Development Mechanism? If so, provide CPCB authorised vendor.
details thereof, in about 50 words or so. Also, if Yes,
whether any environmental compliance report is
filed?
6.6 Has the Company undertaken any other initiatives
on – clean technology, energy efficiency, renewable
energy, etc ? Y/N. If yes, please give hyperlink for
web page
etc.
6.7 Are the Emissions/Waste generated by the Company
within the permissible limits given by CPCB/ SPCB
for the financial year being reported?
6.8 Number of show cause/ legal notices received from
CPCB/SPCB which are pending (i.e. not resolved to
satisfaction) as on the end of Financial Year.
Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
Sr . No. Questions Information
7.1 Name of the policy/policies governing the principle The Company given its nature of business and industry in which it operates
7.2 Is your Company a member of any trade and Yes. The Company is a member of certain key Indian and Global Industry
chamber or association? If Yes, Name only those Associations. Some of these are mentioned below:
major ones that your business deals with. • Bombay Chamber of Commerce
• International Air Transport Association
7.3 Have you advocated/lobbied through above The Company understands the improvement and advancements of
associations for the advancement or improvement the industry in interest of public good. Our endeavour is to co-operate
of public good? Yes/No; if yes specify the broad with all Government bodies and policy makers in this regard.
areas (drop box: Governance and Administration,
Economic Reforms, Inclusive Development Policies,
Energy security, Water, Food Security, Sustainable
Business Principles, Others)

Principle 8: Businesses should support inclusive growth and equitable development.
8.1 Name of the policy/policies governing the principle Corporate Social Responsibility Policy
8.2 Does the Company have specified programs/ Pursuant to the introduction of Corporate Social Responsibility (CSR)
initiatives/projects in pursuit of the policy related requirement as set out in Section 135 of the Companies Act, 2013 read
to Principle 8? If yes, details thereof. with the rules and amendments thereat, the Company formulated a CSR
policy covering different social needs such as Promoting Health Care
including Preventive Health Care and Sanitation.
The Company during the Financial Year 2019-20 has worked extensively
for CSR initiatives in the field of Promoting Health Care including
Preventive Health Care and Sanitation. The Company is working directly
and through Fairfax India Charitable Foundation Trust established for
undertaking the Project Dialysis and supporting Swachh Bharat Abhiyan.
The detailed explanation of the CSR initiatives undertaken by the
Company during the Financial Year 2019-20 can be seen in the Corporate
Social Responsibility Report which is given as Annexure 2 to the Directors
Report.
8.3 Are the programs/projects undertaken through Thomas Cook (India) Limited along with other group companies have set
in-house team/own foundation/ external NGO/ up Fairfax India Charitable Foundation Trust which undertakes projects
government structures/ any other organisation? under CSR initiative of the Company.
8.4 Have you done any impact assessment of your Yes, the Company on timely basis undertakes necessary assessment of the
initiative? CSR projects and initiatives implemented.
Following are some of the results of the impact assessment conducted by
the Company for the financial year 2019-20:
1) Project Dialysis
Based on an extensive research undertaken, the Company identified
most critical areas requiring dialysis centres. Accordingly, during the
year the Company through Project Dialysis, has funded and installed
68 dialysis machines and cumulatively 199 dialysis machines at 68
dialysis centres located in remote areas of Assam, Arunachal Pradesh,
Meghalaya, Nagaland, Odisha, Jammu & Kashmir, Ladakh, Himachal
Pradesh, Uttar Pradesh, Uttarakhand, Chhattisgarh, Andhra Pradesh,
Tamil Nadu where there were no or limited dialysis infrastructure..
The Company through the Project Dialysis has supported 1,06,398
free/affordable dialysis sessions in these areas.
2) Swachh Bharat Abhiyan
In line with the Government of India’s Swachh Bharat Abhiyan, the
Company has maintained the prefabricated toilet units installed
at Kandhal Road, Ooty. The facility is helpful in promoting and
maintaining hygiene at the tourist spot. Around 3,50,000 tourists per
year gets access to clean sanitation facility
8.5 What is your Company’s direct contribution to During the financial year, the Company has spent Rs. 63,57,908/- on
community development projects (Amount in Rs. corporate social responsibility related activities.
and the details of the projects undertaken)? Further the detailed explanation on the amount spent by the Company
8.6 Have you taken steps to ensure that this community on Corporate Social Responsibility initiatives undertaken during the year
development initiative is successfully adopted by is given in Annexure 2 of the Directors Report which forms part of the
the community? Please explain in 50 words, or so. Annual Report of the Company.
The steps taken by the Company to ensure that the various CSR initiatives
implemented by the Company are successfully adopted by the Community
are as follows:
1) Health Care including Preventive Health Care
The Company through Project Dialysis supports the worthy cause
of creating a sustainable and free/affordable dialysis access at the
remotest of areas of India having limited dialysis infrastructure
supporting the marginalised communities.
The dialysis machines installed at various hospitals/ centres have
resulted in creating awareness of availability of dialysis treatment
in rural areas and have helped people in getting treatment at
affordable costs in their local areas, avoiding the need for extensive
travelling.
On a cumulative basis, the Company through Project Dialysis has
supported 1,06,398 free/affordable dialysis sessions in the remote
areas.
2) Hygiene and Sanitation
The Company has emphasised on the importance of hygiene
amongst the people and has also educated them on the health
hazards associated with unhygienic surroundings. In line with the
Government of India’s Swachh Bharat Abhiyan, the Company has
maintained the prefabricated toilet units installed at Kandhal Road,
Ooty in order to promote and facilitate hygiene and sanitation
amongst the community. The facility is helpful in maintaining
cleanliness at the tourist spot.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.

9.1 Name of the policy/policies governing the principle The Company given its nature of business and industry in which it operates
9.2 What percentage of customer complaints/ Out of the total customer complaints received during the period from 1st
consumer cases are pending as on the end of April, 2019 to 31st March, 2020, no complaints were pending as on 31st
financial year. March, 2020.
9.3 Does the Company display product information on The Company provides manuals and brochures in relation to the various
the product label, over and above what is mandated packages and services offered by the Company. There are no legal
as per local laws? Yes/No/N.A. /Remarks (additional mandatory requirements to imprint the product information for the
information) Company’s products.
9.4 Is there any case filed by any stakeholder against The Company being in Travel and Tourism Industry is mainly service
the Company regarding unfair trade practices, oriented. In the ordinary course of tourism business, several customers
irresponsible advertising and/or anti-competitive and vendors may have service related issues which could result in them
behaviour during the last five years and pending filing a suit or a consumer complaint alleging deficiency of services. The
as on end of financial year. If so, provide details Company always strives to have a cordial relationship with its customers
thereof, in about 50 words or so. and other stakeholders and attempts to have an amicable settlement of
the dispute or best possible solution of Services issues.

9.5 Did your Company carry out any consumer survey/ Yes, the Company has carried out the below mentioned consumer surveys:
consumer satisfaction trends? Net Promoter Score (NPS) :
Pre / On / Post -Tour Survey: The Company with an intention to measure its
service level, sends a survey form to the clients two days prior / two days
on / seven days post their travel with a set of questions which they have
to respond and rate. Any feedback below 6 is highlighted to the Business
& Service Quality Department for further action. This was conducted
from April 2019 to end July 2019. (Since we initiated the CXI survey Mid
Aug’19)
Customer Experience Index (CXI) :
New initiative commenced in August 2019. Through this survey, a email
trigger sent to all customers, to rate their experience of the tour services
during their journey with us - 5 stages of the customer experience index;
Enquiry stage / Post booking / Pre tour stage/ On tour and Post tour stage
experience. 3 rating – Excellent / Average / Very Poor.
Any feedback very poor or below 6 is highlighted to the Business &
Service Quality Department for further action. This was conducted from
mid-August 2019 till 21 March 2020 (disabled since Govt lockdown due
to Covid19).
Tour Manager App
Feedback received On tour through the tour manager app. Shared with
Service Quality to connect with any negative feedback for further action.
For and on Behalf of the Board

Chairman & Managing Director Executive Director & Chief Executive Officer
DIN: 00008542 DIN: 07560302
Place: Mumbai
Independent Auditors’ Report
To the Members of Thomas Cook (India) Limited

Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Thomas Cook (India) Limited (“the Company”), which comprise the standalone
balance sheet as at 31 March 2020, and the standalone statement of profit and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial
statements, including a summary of the significant accounting policies and other explanatory information in which are included the
standalone financial statements of Thomas Cook (India) Limited Employee Trust for the year ended on that date (hereinafter referred to as
standalone financial statements).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and loss and other
comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone
financial statements.
Emphasis of matter
We draw attention to Note 2 to the standalone financial statements, which describes the possible effect of uncertainties relating to COVID-19
pandemic on the Company’s financial performance as assessed by the management.
Our opinion is not modified in respect of the above.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of Key Audit Matter
The key audit matter How the matter was addressed in our audit
Impact of COVID-19 pandemic on Going Concern Our audit procedures included the following:
Refer Note 2 – “Going concern and impact of COVID-19“ of the • Obtained an understanding of the key controls relating to the
standalone financial statements Company’s forecasting process
On 11 March 2020, the World Health Organisation declared the • Compared the forecasted income statement and cash flows
Novel Coronavirus (COVID-19) outbreak to be a pandemic. with the Company’s business plan approved by the board of
The Indian Government has imposed lock-downs across the directors
country extended up to 30 June 2020. These lockdowns and • Obtained an understanding of key assumptions adopted by
restrictions due to COVID – 19 pandemic have posed significant the Company in preparing the forecasted income statement
challenges to the businesses of the Company. This required the and cash flow and assessed the consistency thereof with our
Company to assess impact of COVID-19 on its operations. expectations based on our understanding of the Company’s
F i n a n c i a l S tat e m e n t s
The Company has assessed the impact of COVID-19 on the future business
cash flow projections. The Company has also prepared a range of • Assessed the forecasted income statement and cash flow
scenarios to estimate financing requirements. by considering plausible changes to the key assumptions
In view of the above, we identified impact of COVID-19 on going adopted by the Company
concern as a key audit matter. • Assessed impact of Government’s announcement to lift
the lockdown restrictions and Company’s plan to re-start
business operations in a phased manner;
• Assessed disclosures made in the standalone financial
statements with regard to the above.
T H O MA S C O O K ( IN D IA ) LIMITE D 145
Independent Auditors’ Report (Continued)
Revenue recognition: Our audit procedures included following:
Refer Note 1.3 and Note 17 – “Revenue recognition” and “Revenue • Assessing the policies in respect of revenue recognition by
from operations” in the standalone financial statements comparing with applicable accounting standards
Revenue is measured based on consideration paid for services. • Evaluating the design, testing the implementation and
As disclosed in note to the standalone financial statements, operating effectiveness of the Company’s internal controls
revenue is recognised on transfer of control of promised services over recognition of revenue alongwith effectiveness of
to customers at a consideration which the Company expects to Information Technology controls built in the automized
receive for those services. processes.
The Company has revenue from Foreign Exchange and Travel and • Checking of completeness and accuracy of the data used by
Related Services. the Company by testing the controls in operation;
Revenue from Foreign Exchange, Travel and Related Services has • Performing cash count procedures;
risk of fraud due to significant amount of cash and cash equivalent • Selecting samples of revenue transactions and testing the
and reliance on multiple front office IT sample for existence and accuracy;
systems and their integration to back office system. Thus, it has • Testing the revenue based on agreements, where applicable;
been considered as significant matter for our audit. • Performing analyses over revenue from foreign exchange,
travel and travel related services
• Assessing journal entries posted to revenue to identify
unusual items not already covered by us;
Valuation of Investments Our audit procedures included the following:
Refer to note 5 – “Investments” in the standalone financial • Assessed the indications of impairment of investments in
statements. subsidiaries. We have also examined the basis of estimates
The Company has investments in subsidiaries and associates. of the recoverable amounts of these investments, the
These investments are accounted for at cost less any provision for assumptions used in making such estimates, and the
impairment. The Company evaluates the indicators of impairment allowance for impairment.
of the said investments regularly by reference to the requirements • Compared the carrying values of the Company’s investment
under Ind AS 36 Impairment of Assets. in subsidiaries with their respective net asset values and
The Company carries out impairment assessment for each assessed the performance and their outlook.
investment by: • Evaluated key assumptions in the Company’s valuation
• Comparing the carrying value of each investment with the net models used to determine recoverable amount including
worth of each company based on latest financial statements assumptions of projected adjusted EBITDA, growth rate,
projected revenue, projected capital expenditure, long term
• Comparing the performance of the investee companies with growth rates, discount rates. We also evaluated the forecasts
projections used for valuations and approved business plans based on historical performance. We involved our internal
The recoverable amounts of the above investments are estimated valuation experts.
in order to determine the extent of the impairment loss. As We tested the related disclosures in Note 5 of the standalone
impairment assessment involves significant assumptions and financial statements.
judgment, we regard this as a key audit matter.
Other Information
The Company’s management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Company’s annual report, but does not include the standalone financial statements and our auditors’ report
thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's and Board of Directors’ Responsibility for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the state of affairs, loss and other comprehensive
income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate
146 i n t e g r at e d r e p o r t 2 0 1 8 - 19
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in
the standalone financial statements made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether
the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in
our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143
(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. (A) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the
standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in
agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section
164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its standalone
financial statements - Refer Note 26 to the standalone financial statements;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the Company.
iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during
the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not
pertain to the financial year ended 31 March 2020.
(C) With respect to the matter to be included in the Auditors’ Report under section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors
during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not
in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details
under Section 197(16) which are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Bhavesh Dhupelia
Mumbai Partner
18 June 2020 Membership No: 042070
UDIN No: 20042070AAAACB7115
Annexure A to the Independent Auditors’ report
on the standalone financial statements of Thomas Cook (India) Limited for the year ended March 31, 2020
With reference to the Annexure A referred to in the Independent Auditors’ Report to the members of the Company on the standalone Ind AS
financial statements for the year ended 31 March 2020, we report the following:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property,
plant and equipment.
(b) The Company has a programme of verification of plant, property and equipment to cover all the items, which, in our opinion,
is reasonable having regard to the size of the Company and the nature of its fixed assets. Pursuant to the program, certain
plant, property and equipment were physically verified by the Management during the year. According to the information and
explanations given to us no material discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records
of the Company, the title deeds of immovable properties are held in the name of the Company except the title for the properties
acquired from Travel Corporation (India) Limited under the approved Composite Scheme of Arrangement and Amalgamation are
required to be transferred in the name of the Company.
(ii) The Company is in the business of rendering services and consequently does not hold any inventory. Accordingly, paragraph 3 (ii) of the
Order is not applicable to the Company.
(iii) The Company has granted unsecured loans to one company covered in the register maintained under Section 189 of the Act. There are
no firms/Limited Liability Partnership/other parties covered in the register maintained under Section 189 of the Act:
(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the
Company’s interest.
(b) In respect of loan to given, the schedule of repayment of principal and payment of interest has been stipulated, and the party is
repaying the principal amounts, as stipulated and is also regular in payment of interest as applicable.
(c) There are no amount overdue for more than ninety days at the balance sheet date.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section
185 and 186 of the Act, with respect to the loans given, investments made and guarantees given. Further, there is no security given in
respect of which provisions of section 185 and 186 of the Act are applicable.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the
public during the year in terms of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed
there under. Accordingly, paragraph 3 (v) of the Order is not applicable to the Company.
(vi) As informed to us by the management, the Central Government has not prescribed the maintenance of cost records under section 148
of the Act for any of the goods sold and services rendered by the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employee’s
State Insurance, Goods and Services Tax and any other material statutory dues have been generally regularly deposited during
the year by the Company with the appropriate authorities except for few delays in case of Income tax (Tax deducted at source),
Profession Tax and Labour welfare fund.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund,
Employees’ State Insurance, Income-tax, Goods and Service Tax, and other material statutory dues were in arrears as at 31 March
2020 for a period of more than six months from the date they became payable except as under:
Name of the Statute Nature of the Amount Period to which the amount Due Date Date of
Dues (Rs. in Lakhs) relates Payment
Profession Tax of Profession Tax 0.3 April 2019 to 31 March 2020 Various Not paid
various states dates
Refer note 26 to the standalone financial statement.
(b) According to the information and explanations given to us, there are no dues of Income tax or Sales tax or Goods and Services Tax
or duty of customs or duty of excise or Value added tax which have not been deposited by the Company on account of disputes,
except for the following:
Nature of Statute Nature of Amount Period to which the Forum where dispute is pending
Dues (Rs. In Lakhs) amount relates
Income Tax Act, 1961 Income Tax 436.96 AY 2012-13 Income Tax Appellate Tribunal (ITAT) and
Commissioner of Income Tax (Appeals
Income Tax Act, 1961 Income Tax 14.17 AY 2014-15 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax 432.15 AY 2015-16 Income Tax Appellate Tribunal (ITAT)
Annexure A to the Independent Auditors’ report (Continued)
Nature of Statute Nature of Amount Period to which the Forum where dispute is pending
Dues (Rs. In Lakhs) amount relates
Income Tax Act, 1961 Income Tax 2,428.65 AY 2018-19 Commissioner of Income Tax (Appeals)
Service Tax Rules, Service Tax 20,086.31 Financial Year 2003 to Various Levels from Assistant
1994 2011 Commissioner to CESTAT
The Maharashtra Value MVAT 1.17 Financial Year 2016-17 Assistant Commissioner
Tax Act, 2002
Gujarat Goods and GGST 26.27 Financial Year 2017 to Additional Commissioner
Services Act 2017 2019
Income Tax Act, 1961 Income Tax 1461.75 AY 1997-1998 to 2001- High Court
02
Income Tax Act, 1961 Income Tax 156.75 AY 2002-2003, AY Income tax appellate tribunal
2004-05 to 2006-07
Income Tax Act, 1961 Income Tax 143.21 AY 1996-1997, AY Commissioner of lncome Tax -Appeal
2013-14 to AY 2016-17 (CIT-(A))
Income Tax Act, 1961 Income Tax 133.09 AY 2002-03 to AY Assessment Officer
2006-07, AY 2008-09
to AY 2009-10, AY
2012-13, AY 2007-08
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or
borrowings to financial institution, bank or dues to debenture holders. The Company does not have any loans or borrowings from the
government during the year.
(ix) In our opinion and according to the information and explanations give to us, the Company has not raised any money by way of initial
public offer (including debt instrument) and the Company has utilized the money raised by way of term loan for the purposes for which
they were raised.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) In our opinion and according to the information and explanations given to us and based on our examination of the records of the
Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly,
paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, transactions with the related parties are in compliance
with the provisions of Sections 177 and 188 of the Act where applicable and the details of such related party transactions have been
disclosed in the Ind AS financial statements as required by the applicable Ind AS.
(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company
has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company
has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the
Order is not applicable to the Company.
(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
For B S R & Co. LLP
Bhavesh Dhupelia
Mumbai Partner
Annexure B to the Independent Auditors’ report
Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3
of Section 143 of the Companies Act, 2013
(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
We have audited the internal financial controls with reference to standalone financial statements of Thomas Cook (India) Limited (“the
Company”) as of 31 March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on
that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial
statements and such internal financial controls were operating effectively as at 31 March 2020, based on the internal standalone financial
controls with reference to financial statements criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India (the “Guidance Note”).
Management’s Responsibility for Internal Financial Controls
The Company’s management and the Board of Directors are responsible for establishing and maintaining internal standalone financial
controls based on the internal financial controls with reference to financial statements criteria established by the Company considering
the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013 (hereinafter referred to as “the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section
143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls with reference to standalone financial statements were established and
maintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference
to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone
financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s
internal financial controls with reference to standalone financial statements.
Meaning of Internal Financial controls with Reference to Standalone Financial Statements
A company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal financial controls with reference to standalone financial
statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of
the company's assets that could have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial controls with Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are
subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
For B S R & Co. LLP
Bhavesh Dhupelia
Mumbai Partner
Balance Sheet
as at March 31, 2020
(All amounts in Rs. Lakhs, unless otherwise stated)
As at
As at
Particulars Note 31 March 2019
31 March 2020
Restated *
ASSETS
Non-current assets
Property, plant and equipment 3 22,231.1 22,366.2
Capital work-in-progress 3 112.4 119.1
Goodwill 4 (a) 446.3 446.3
Other intangible Assets 4 (a) 2,461.8 574.5
Right of Use Assets 4 (b) 4,006.5 -
Intangible assets under development - 7.1
Financial assets
- Non current investments 5 95,311.6 1,07,967.7
- Loans 6(d) 3,234.2 1,888.2
- Other financial assets 6(e) 5,263.8 1,976.7
Income tax assets (net) 9 8,410.1 5,293.0
Deferred tax assets (net) 16 10,283.7 10,684.0
Other non-current assets 7 688.3 830.1
Total non-current assets 1,52,449.8 1,52,152.9
Current assets
Financial assets
- Trade receivables 6(a) 15,712.1 33,544.4
- Cash and cash equivalents 6(b) 36,572.0 37,742.2
- Bank balances other than cash and cash equivalents above 6(c) 31,290.3 27,657.9
- Loans 6(d) 484.8 460.3
- Other financial assets 6(e) 5,367.1 8,564.5
Other current assets 8 16,814.4 19,540.7
Total current assets 1,06,240.7 1,27,510.0
TOTAL ASSETS 2,58,690.5 2,79,662.9
EQUITY AND LIABILITIES
Equity
Equity share capital 10(a) 3,782.8 3,707.3
Other equity
- Treasury Shares 10(b) (5,142.0) -
- Reserve and surplus 10(c) 1,45,255.3 1,54,867.7
Total Equity 1,43,896.1 1,58,575.0
Liabilities
Non-current liabilities
Financial liabilities
- Borrowings 11(a) 550.4 1,414.6
- Lease liabilities 4 (b) 3,342.9 -
- Other financial liabilities 11(c) 65.8 67.7
Provisions 14 174.7 109.7
Employee benefit obligations 15 2,792.8 676.4
Other non-current liabilities 12 21.4 501.7
Total non-current liabilities 6,948.0 2,770.1
Current liabilities
- Borrowings 11(b) 7,449.4 790.2
- Lease liabilities 4 (b) 833.7 -
- Trade payables
i. Dues of micro enterprises and small enterprises 11(d) 46.7 35.8
ii. Dues of creditors other than micro enterprises and small enterprises 11(d) 74,704.3 81,680.6
- Other financial liabilities 11(c) 3,664.4 3,210.0
- Employee benefit obligations 15 781.4 1,324.8
Current tax liabilities 9 1,053.3 1,053.3
Other current liabilities 13 19,313.2 30,223.1
Total current liabilities 1,07,846.4 1,18,317.8
Total liabilities 1,14,794.4 1,21,087.9
TOTAL EQUITY AND LIABILITIES 2,58,690.5 2,79,662.9
Basis of preparation, measurement and significant accounting policies 1-2
Contingent liabilities and commitments 26 - 27
* Refer note 39
The accompaning notes are an integral part of the standalone financial statements.
As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants Thomas Cook (India) Limited
Firm's Registration Number: 101248W/W-100022 CIN: L63040MH1978PLC020717
Bhavesh Dhupelia Madhavan Menon Mahesh Iyer

Partner Chairman and Managing Director Executive Director and Chief Executive Officer
Membership No.: 042070 DIN : 00008542 DIN : 07560302
Brijesh Modi Amit Parekh

Chief Financial Officer Company Secretary & Compliance Officer
Membership No.: ACS-13648
Statement of Profit and Loss
for the year ended March 31, 2020
For the year ended

For the year ended
Particulars Note 31 March 2019
31 March 2020
Restated *
Income
Revenue from operations 17 2,12,470.6 2,27,309.7
Other income 18 6,583.3 5,459.0
Total income 2,19,053.9 2,32,768.7
Expenses
Cost of services 1,59,800.8 1,74,094.4
Employee benefits expense 19 23,735.6 23,339.9
Finance cost 22 4,041.3 3,962.1
Advertisement expenses 4,950.8 5,128.1
Depreciation and amortization expense 20 3,134.7 2,016.8
Other expenses 21 23,067.2 20,778.0
Total expenses 2,18,730.4 2,29,319.3
Profit before exceptional item 323.5 3,449.4

Less: Exceptional items: (refer note 36) (2,500.0) -
(Loss) / Profit before tax (2,176.5) 3,449.4
Less : Tax expense
Current tax 23 - 881.3
Deferred tax 23 314.2 486.5
Total tax expenses 314.2 1,367.8
(Loss) / Profit for the year (A) (2,490.7) 2,081.6
Other comprehensive income

Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations (98.2) (79.5)
Income tax relating to items that will not be reclassified to profit or loss 21.0 23.9
Items that will be reclassified to profit or loss - -

Total other comprehensive income for the year, net of taxes (B) (77.2) (55.6)
Total comprehensive income for the year (A+B) (2,567.9) 2,026.0
Earnings per equity share (face value of Rs. 1 each) 35

- Basic earnings per share (0.67) 0.56
- Diluted earnings per share (0.67) 0.56
* Refer Note 39



Statement of Cash Flows
For the year ended

For the year ended
31 March 2019
31 March 2020
Restated *
A) Cash flow from operating activities
(Loss) / Profit before income tax (2,176.5) 3,449.4
Adjustments for
Interest income (1,637.2) (1,652.4)
Income from mutual funds (266.7) (327.9)
Expenses on employees stock options schemes (net) 764.0 521.6
Depreciation and amortisation 3,134.7 2,016.8
Loss/(Profit) on sale of fixed assets (net) (11.0) 30.2
Fair value loss on investment 2,945.1 -
Finance costs 4,041.3 3,962.1
Provision for doubtful debts and advances (net off bad debts written off) 529.2 811.9
Operating profit before working capital changes 7,322.9 8,811.7
Change in operating assets and liabilities
Increase/(Decrease) in trade payables (6,957.8) 3,443.5
Increase/(Decrease) in provisions 65.0 10.0
Increase/(Decrease) in financial and other liabilities (10,929.2) (2,881.8)
(Increase)/ Decrease in trade receivables 17,245.1 9,095.0
(Increase)/Decrease in financial and other assets 5,794.0 (8,844.2)
(Increase)/Decrease in loans (1,470.6) 2,734.8
Cash generated from operations 11,069.4 12,369.0
Income taxes paid (Net of refunds received) (3,117.1) 825.5
Net cash generated from/(used in) operating activities 7,952.3 13,194.5
B) Cash flow from investing activities:
Proceeds from sale of fixed assets 59.1 40.4
Purchase of fixed assets (3,858.2) (1,977.3)
Interest received 1,645.8 1,412.2
Loan repayment by subsidiary company 100.0 -
Investment in subsidiary (0.9) (4,333.2)
(Investment in)/Proceeds from fixed deposit and sale of current investments (net) (6,595.3) (5,667.3)
Net cash generated from/(used in) investing activities (8,649.5) (10,525.2)
C) Cash flow from financing activities
Proceeds from issue of equity shares under employees stock options schemes
105.1 527.8
including share application money
Repayment of non convertible debentures - (13,334.0)
(Repayment of)/Proceeds from leases (net) (737.8) 19.4
Increase/(Decrease) in Borrowings (817.1) (1,212.8)
Dividend paid during the year (1,390.9) (1,389.4)
Tax on dividend paid during the year (285.9) (285.6)
Statement of Cash Flows (Continued)
For the year ended

For the year ended
31 March 2019
31 March 2020
Restated *
Interest paid (4,005.6) (4,815.6)
Net cash generated from/(used in) financing activities (7,132.2) (20,490.2)
Net increase/(decrease) in cash and cash equivalents (7,829.4) (17,820.8)
Add: Cash and cash equivalents at the beginning of the financial year 36,952.0 54,772.9
Cash and cash equivalents at the end of the year 29,122.6 36,952.0
Reconciliation of Cash Flow statements as per the cash flow statement 31 March 2020 31 March 2019
Cash Flow statement as per above comprises of the following
Cash and cash equivalents 36,572.0 37,742.2
Bank overdrafts (7,449.4) (790.2)
Balances as per statement of cash flows 29,122.6 36,952.0
Notes:-
The above Cash Flow Statement has been prepared under the "Indirect Method" set out in Indian Accounting Standard (Ind AS-7) on Statement
of Cash Flow as notified under Companies (Accounts) Rules, 2015.
Additions to property, plant and equipment and other intangible assets include movement of capital work in progress, payables for fixed
assets and capital advances during the year.
Particulars Non convertible Finance Lease Other Finance costs Total
debentures Borrowings
Balance as on 1 April 2019 - 58.9 1,917.8 0.2 1,976.9
Cashflow: inflow / (outflow) - - (817.1) - (817.1)
Other changes
Transferred to lease liabilities - (58.9) - - (58.9)
Finance costs - - - 4,041.3 4,041.3
Finance costs paid - - - (4,005.6) (4,005.6)
Balance as on 31 March 2020 - - 1,100.8 35.9 1,136.7
Particulars Non convertible Finance Lease Other Finance costs Total

debentures Borrowings
Balance as on 1 April 2018 13,303.6 39.5 - 884.1 14,227.3
Cashflow: inflow / (outflow) (13,334.0) 19.4 (1,212.8) - (14,527.4)
Other changes
Adjustment pursuant to composite Scheme - - 3,130.6 - 3,130.6
Transaction costs amortisation 30.4 - - (30.4) -
Finance costs - - - 3,962.1 3,962.1
Balance as on 31 March 2019 - 58.9 1,917.8 0.2 1,976.9
* Refer note 39



Statement of Changes in Equity
(A) Share capital

Particulars No of Shares Equity share
(In lakhs) Amount
Balance as at 31 March 2018 3,702.1 3,702.1
Changes in share capital during the year 5.2 5.2
Changes in share capital during the year 75.5 75.5
(B) Other equity
Particulars Treasury Share Reserves and Surplus Total other

Shares application Capital Capital Debenture Share Securities General Retained equity
money Reserve Redemption Redemption option Premium Reserve Earnings
pending Reserve Reserve Outstanding
allotment (CRR) (DRR) Account
Balance as at 31 March 2018 - 46.5 7.8 12,500.0 2,519.8 1,802.0 89,647.5 5,338.7 53,480.2 1,65,342.5
Adjustment pursuant to - - (40,926.6) (7,835.0) - - 11,200.0 2,752.7 22,209.2 (12,599.7)
composite Scheme
(refer note 39)
Restated balance at the - 46.5 (40,918.8) 4,665.0 2,519.8 1,802.0 1,00,847.5 8,091.4 75,689.4 1,52,742.8
beginning of the reporting
period
Profit for the year - - - - - - - - 2,081.6 2,081.6
Other comprehensive - - - - - - - - (55.6) (55.6)
income, net of tax
Share application money - (30.4) - - - - - - - (30.4)
received pending allotment,
net of issue of equity shares
Transfer from retained - - - - 813.6 - - - - 813.6
earnings
Transfer to DRR - - - - - - - - (813.6) (813.6)
Employee stock option - - - - - 1,251.3 - - - 1,251.3
expense/push down
Transfer to securities - - - - - (530.4) 530.4 - - -
premium account
Addition on account of - - - - - - 553.0 - - 553.0
Shares issues
Transfer to general reserve - - - - (3,333.4) (71.7) - 3,405.1 - -
Dividend for the previous - - - - - - - (1,389.4) (1,389.4)
period paid during the year
Corporate dividend tax - - - - - - - - (285.6) (285.6)
for the previous year paid
during the year
Balance as at 31 March 2019 - 16.1 (40,918.8) 4,665.0 - 2,451.2 1,01,930.9 11,496.5 75,226.8 1,54,867.7
- Restated *
* Refer note 39
Shares application Capital Capital Debenture Share option Securities General Retained equity
money Reserve Redemption Redemption Outstanding Premium Reserve Earnings
pending Reserve Reserve Account
allotment (CRR) (DRR)
Balance as at 31 March 2019 - 16.1 (40,918.8) 4,665.0 - 2,451.2 1,01,930.9 11,496.5 75,226.8 1,54,867.7
- Restated *
Adjustment pursuant to - - - (4,665.0) - - (11,979.1) - - (16,644.1)
composite Scheme
(refer note 39)
Adjustment pursuant to IND - - - - - - - - 199.7 199.7
AS 116 (refer note 3(v))
Restated balance at the - 16.1 (40,918.8) - - 2,451.2 89,951.8 11,496.5 75,426.5 1,38,423.3
period
Profit for the year - - - - - - - - (2,490.7) (2,490.7)
Statement of Changes in Equity (Continued)

Shares application Capital Capital Debenture Share option Securities General Retained equity
money Reserve Redemption Redemption Outstanding Premium Reserve Earnings
pending Reserve Reserve Account
allotment (CRR) (DRR)
Other comprehensive - - - - - - - - (77.2) (77.2)
income, net of tax
Issue of treasury shares (5,142.0) - - - - - - - - -
(refer note 10 (b) and 38)
Share application money - (16.1) - - - - - - - (16.1)
Employee stock option - - - - - 1,548.3 - - - 1,548.3
expense/push down
Transfer to securities - - - - - (214.7) 214.7 - - -
premium account
Transfer to stock option - - - - - (1,550.0) - - - (1,550.0)
liabiltiy
Addition on account of - - - - - - 11,094.6 - - 11,094.6
Shares issues
Transfer to general reserve - - - - - (53.1) - 53.1 - -
Dividend for the previous - - - - - - - - (1,390.9) (1,390.9)
period paid during the year
Corporate dividend tax - - - - - - - - (285.9) (285.9)
for the previous year paid
during the year
Balance as at 31 March 2020 (5,142.0) - (40,918.8) - - 2,181.7 1,01,261.1 11,549.6 71,181.7 1,45,255.3
* Refer note 39
Nature and purpose of reserves
Capital Redemption Reserve
The Company has issued Non convertible redeemable preference shares during FY 15-16. In order to comply with the requirements of section 69 of the
Companies Act, 2013, the Company has transferred amounts to Capital Redemption Reserve. Also refer note 39.
Debenture Redemption Reserve
The Company has issued Non Convertible Debentures. In order to comply with the requirements of section 71 of the Companies Act, 2013, the Company
has transferred amounts to Debenture Redemption Reserve.
Share option outstanding amount
The share option outstanding account is used to recognised the grant date fair value of options issued to employees under the company's Employee stock
option plan. This includes options issued to the employees of the subsidiaries.
Securities premium
Securities premium reserve is used to record the premium on issue of shares and is utilised in accordance with the provisions of the Act. Also refer note 39.
General reserves
General reserve is used to record transfer from debenture redemption reserve and also used for Share option Outstanding Account. The reserves is utilised
in accordance with the provisions of the Act.
Retained earnings
Retained earnings are the profits of the company earned till date net of appropriations



Notes to the Standalone Financial Statements
General Information
Thomas Cook (India) Limited (the "Company") is a Public Limited Company listed on the Bombay Stock Exchange (BSE) and the National Stock
Exchange (NSE). The Company is engaged in diversified businesses of travel and travel related businesses, working as travel agent and tour
operator. The Company is also engaged as an authorised foreign exchange dealer.
The standalone financial statements for the year ended 31 March 2020 were approved by the board of directors and authorised for issue on
June 18, 2020.
During the year, the Company has restated the financials of the comparative period on account of implementaion of composite scheme of
arrangement and amalgamation (Refer note 39 of the standalone financial statements).
1 (A) Significant Accounting Policies
1.1 Basis of preparation
(a) Compliance with Ind AS
These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred
to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read
with rule 4 of the Companies (Indian Accounting standards) Rules, 2015 and other relevant provisions of the Act as
amended from time to time that are notified and effective as at 31 March 2020.
(b) Historical cost convention
Standalone financial statements have been prepared on a historical cost basis, except for the following:
• certain financial assets and liabilities - measured at fair value,
• defined benefit plans – defined benefit obligations less plan assets measured at fair value, and
• share based payment - measured at fair value
The standalone financial statements are presented in Indian Rupees "(INR)" or "(Rs.)" which is also the Company's
functional currency and all values are rounded off to nearest lakhs ('00,000) except where otherwise indicated. Wherever
the amount is represented as '0' ('zero') it construes a value less than fifty thousand.
1.2 Foreign currency translation and transactions
(a) Functional and presentation currency
A Company’s functional currency is the currency of the primary economic environment in which an entity operates and
is normally the currency in which the entity primarily generates and expends cash.
(b) Transactions and balances
(i) Initial recognition
On initial recognition, foreign currency transactions are translated into the functional currency using exchange
rates at the date of the transaction.
(ii) Subsequent recognition
As at the reporting date, non-monetary items which are carried at historical cost denominated in a foreign currency
are reported using the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation of monetary assets and liabilities denominated
in foreign currencies at the period end exchange rates are recognised in profit or loss. Non-monetary items that
are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair
value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of
the fair value gain or loss in the statement of profit and loss.
All monetary items denominated in foreign currency are restated at Foreign Exchange Dealers Association of India
(FEDAI) rates and the exchange variations arising out of settlement / conversion at the FEDAI rates are recognised
in the statement of profit and loss.
Profit or loss on purchase and sale of foreign exchange by the Company in its capacity as Authorised Foreign
Exchange Dealer are accounted as a part of the revenue.
1.3 Revenue recognition
Revenue is measured based on transaction price, which is the consideration paid for services. Revenue is recognised upon
transfer of control of promised services to customers in an amount that reflects the consideration which the Company expects
to receive in exchange for those services. Revenue from rendering of services is net of Indirect taxes and discounts.
Notes to the Standalone Financial Statements (Continued)
(a) Income from operations

The Company earns revenue from travel and related services and financial services
(i) Financial services
It comprise of income arising from the buying and selling of foreign currencies on the net margins earned,
commissions on sale of foreign currency denominated prepaid cards and agency commissions from Moneygram
and Xpressmoney on currency remittances. Revenue from financial services are recognized by reference to the
time of services rendered.
(ii) Travel and related services
It comprises of leisure tours packages within India and outside India along with travel related services viz travel
insurance and visa services. Revenue on leisure tours / holiday’s packages are recognized on the completion of
the performance obligation which is on the date of departure of the tour.
It also includes income from the sale of airline tickets is recognized as an agent on the basis of net commission
earned, at the time of issuance of tickets, as the Company does not assume any performance obligation post the
confirmation of the issuance of an airline ticket to the customer. Performance linked bonuses from airlines are
recognized as and when the performance obligations under the schemes are achieved.
(b) Contract balances (effective from 1 April 2018)
(i) Contract assets
A contract asset is the right to consideration in exchange for services rendered to the customer. If the Company
performs by rendering services to a customer before the customer pays consideration or before payment is due,
a contract asset is recognised for the earned consideration that is conditional.
(ii) Contract liabilities
A contract liability is the obligation to transfer services to a customer for which the Company has received
consideration from the customer. If a customer pays consideration before the Company renders services to the
customer, a contract liability is recognised when the payment is made. Contract liabilities are recognised as
revenue when the Company performs under the contract.
1.4 Taxes on income
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
Income tax for the period comprises of current tax and deferred tax. Income tax is recognised in the statement of profit and loss
except to the extent that it relates to items recognised in ‘Other comprehensive income or directly in equity, in which case the
tax is recognised in ‘Other comprehensive income’ or directly in equity, respectively.
(a) Current tax:
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the Balance Sheet date, and any adjustments to tax payable in respect of previous years. Interest income/
expenses and penalties, if any related to income tax are included in current tax expense.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities. The company offsets the current tax assets as against the liability for provision for tax.
(b) Deferred tax:
Deferred tax is recognised using the balance sheet approach. Deferred tax assets and liabilities are recognised for
deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying
amount, except when the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not
a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.
Deferred taxes on items classified under Other comprehensive income ('OCI') has been recognised in OCI.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable
income in the years in which the temporary differences are expected to be received or settled. Deferred tax assets and
liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity
intends to settle its current tax assets and liabilities on a net basis.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely
to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT
is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that
the future economic benefit associated with the asset will be realised.
1.5 Leases
The company as a lessee
The company's lease asset classes primarily consist of leases for buildings, vehicles and office equipments. The company
assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the group assesses whether:
(1) the contract involves the use of an identified asset
(2) the company has substantially all of the economic benefits from use of the asset through the period of the lease and
(3) the company has the right to direct the use of the asset.
At the date of commencement of the lease, the company recognizes a “Right of Use” (“ROU”) asset and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less
(short-term leases) and low value leases. For these short-term and low value leases, the company recognizes the lease
payments as an operating expense on a straight-line basis over the term of the lease.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease
incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses if any and
adjusted for any remeasurement of the lease liability.
ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and
useful life of the underlying asset.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease
payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental
borrowing rates in the country of domicile of the leases. Lease liabilities are remeasured with a corresponding adjustment
to the related right of use asset if the company changes its assessment if whether it will exercise an extension or a
termination option.
The company as a lessor
Leases for which the company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease
transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All
other leases are classified as operating leases.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.
On transition, the adoption of the new standard resulted in recognition of 'Right of Use' asset of Rs. 4,372.1 lakhs and
a lease liability of Rs. 4,267.9 lakhs. The cumulative effect of applying the standard, amounting to Rs. 199.7 lakhs was
debited to retained earnings, net of taxes.
Ind AS 116 will result in an increase in cash inflows from operating activities and an increase in cash outflows from
financing activities on account of lease payments.
On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation
cost for the right-to-use asset, and finance cost for interest accrued on lease liability.
1.6 Impairment of assets
(a) Financial assets
A financial asset not carried at fair value is assessed at each reporting date to determine whether there is objective
evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred
after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows
of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of
an amount due to the Company on terms that the Company would not otherwise consider, indications that a debtor
or issuer will enter bankruptcy, the disappearance of an active market for a security. The entity considers evidence
of impairment for receivables for each specific asset. All individually significant receivables are assessed for specific
impairment.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between
its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective
interest rate. Losses are recognized in statement of profit and loss and are reflected as an allowance account against
receivables. Interest on the impaired asset continues to be recognized as income through the unwinding of the discount.
When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed
through statement of profit and loss.
The company assess at each date of Balance sheet whether a financial assets or group of financial assets is impaired. In
accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the financial assets and credit risk exposure:
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on Trade receivables. The
application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether
there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly,
12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is
used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant
increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based
on 12-month ECL.
Impairment losses on investment carried at fair value through other comprehensive income are recognized by
transferring the cumulative loss that has been recognized in other comprehensive income and presented in the fair
value reserve in equity, to statement of profit and loss.
The cumulative loss that is removed from other comprehensive income and recognized in profit or loss is the difference
between the acquisition costs, net of any principal repayment and amortization, and the current fair value, less any
impairment loss previously recognized in statement of profit and loss. Changes in impairment provisions attributable to
time value are reflected as a component of interest income in the statement of profit and loss.
(b) Non financial assets
Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they
might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed
for possible reversal of the impairment at the end of each reporting period.
Total impairment loss of a cash generating unit (CGU) is allocated first to reduce the carrying amount of goodwill
allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset
in the CGU. An impairment loss on goodwill is recognized in the statement of profit and loss and is not reversed in the
subsequent period.
1.7 Cash and cash equivalents
Cash and cash equivalents includes cash on hand, cheques/drafts on hand, remittances in transit, balances with bank held in
current account, demand deposits with original maturities of three months or less, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts
are repayable on demand and form an integral part of an entity's cash management, and are included as a component of cash
and cash equivalents. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
1.8 Financial instruments
(i) Initial recognition and measurement
Financial assets are recognised when the entity becomes a party to the contractual provisions of the instruments.
Transaction costs are expensed in the statement of profit and loss, except for financial instruments carried at amortized
cost, where transaction costs are adjusted in the amortized cost of the asset.
(ii) Subsequent measurement

Financial assets, other than equity instruments, are subsequently measured at amortised cost, fair value through other
comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVTPL’) on the basis of:
(i) the entity’s business model for managing the financial assets and
(ii) the contractual cash flow characteristics of the financial asset.
(a) Measured at amortized cost: Financial assets which have contractual cash flows that are solely payments of
principal and interest on the principal outstanding and is held within a business model with the objective of
holding the assets to collect contractual cash flows, are subsequently measured at amortized cost using the
effective interest rate ('EIR') method, less impairment, if any. Amortized cost is calculated by taking into account
any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is
included in interest income in the statement of profit and loss. The losses arising from impairment are recognised
in the statement of profit and loss. On derecognition, gain or loss, if any, is recognised in the statement of profit
and loss.
(b) Measured at fair value through other comprehensive income : Financial assets which have contractual cash flows
that are solely payments of principal and interest on the principal outstanding and is held within a business model
whose objective is achieved by both collecting contractual cash flows and selling financial assets, is measured at
fair value through other comprehensive income. It is subsequently measured at fair value with unrealised gains
or losses recognised in the other comprehensive income (‘OCI’), except for interest income which is recognised as
‘other income’ in the Statement of Profit and Loss using the EIR method. The losses arising from impairment are
recognised in the Statement of Profit and Loss. On derecognition, cumulative gain or loss previously recognised
in OCI is reclassified from the equity to ‘other income’ in the Statement of Profit and Loss.
(c) Measured at fair value through profit or loss: A financial asset not measured at either amortised cost or FVOCI,
is measured at FVTPL. Such financial assets are measured at fair value with all changes in fair value, including
interest income and dividend income if any, recognised as ‘other income’ in the Statement of Profit and Loss.
All investments in equity instruments classified under financial assets are subsequently measured at fair value
(except for investment in subsidiaries). Equity instruments which are held for trading are measured at FVTPL.
For all other equity instruments, the Company may, on initial recognition, irrevocably elect to measure the same
either at FVOCI or FVTPL. The Company makes such election on an instrument-by-instrument basis. Fair value
changes on an equity instrument shall be recognised as ‘other income’ in the Statement of Profit and Loss unless
the Company has elected to measure such instrument at FVOCI. Fair value changes excluding dividends, on an
equity instrument measured at FVOCI are recognised in OCI. Amounts recognised in OCI are not subsequently
reclassified to the Statement of Profit and Loss. Dividend income on the investments in equity instruments are
recognised as ‘other income’ in the Statement of Profit and Loss when the company’s right to receive payments is
establishes.
(iii) Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of
impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable
amount. The accounting policy on impairment of non-financial assets is disclosed in Note 1.6. On disposal of investments
in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognized in the statement
of profit and loss.
(iv) Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the contractual rights to receive the cash flows from the asset. On transfer of the financial asset,
the Company evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that
case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured
on a fair value basis that reflects the rights and obligations that the Company has retained.
(b) Financial liabilities
(i) Initial recognition and measurement:
Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial liabilities are initially recognised at fair value plus transaction costs for all financial liabilities not carried at
FVTPL. Financial liabilities carried at FVTPL are initially recognised at fair value, and transaction costs are expensed in
the statement of profit and loss.
(ii) Subsequent measurement:

Financial liabilities are subsequently measured at amortized cost using EIR method. Financial liabilities carried at FVTPL
are measured at fair value with all changes in fair value recognised in the statement of profit and loss.
(iii) Derecognition:
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognized in the statement of profit or loss.
(c) Guarantee
Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued. The liability is
initially measured at fair value and subsequently at the higher of amount determined in accordance with Ind AS 37 and
the amount initially recognized less cumulative amortization, where appropriate.
The fair value of financial guarantees is determined as the present value of the differences of the difference in net cash
flows between the contractual payments under the debt instrument and the payments that would be required without
the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.
(d) Derivative financial instruments
The Company uses derivative financial instruments, such as forward foreign exchange contracts, to hedge its foreign
currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a
derivative contract is entered into and are subsequently remeasured at fair value, with changes in fair value recognised
in statement of profit and loss. Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
1.9 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the
liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the
normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
1.10 Property, plant and equipment
Property, plant and equipment is measured at cost less accumulated depreciation and accumulated impairment losses, if any.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to the statement of profit and loss during the period in which
they are incurred. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.
Losses arising from the retirement of, and gains or losses arising from disposal of assets which are carried at cost is recognised
in the statement of profit and loss.
Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items. Depreciation is provided on a straight-line method over the estimated useful lives
of the assets. The depreciation rates are prescribed in Schedule II to the Companies Act, 2013. If the management’s estimate
of the useful life of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequent review is
shorter or longer than that envisaged in the aforesaid Schedule, depreciation is provided at a higher or lower rate respectively,
based on the management’s estimate of the useful life/remaining life.
Depreciation methods, estimated useful lives and residual value:
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, as follows:
Assets Useful Life

Computers 3 years
Computer servers and networks 6 years
Furniture and fixtures 10 years
Office equipment 5 years
Office building 60 years
Vehicles under finance lease 4 years
Other vehicles 8 years

Plant and machinery 15 years
Leasehold improvements are amortised over the period of the lease or useful life of the asset, whichever is lower.
The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and
the lease term if there is no reasonable certainty that the Company will obtain ownership at the end of the lease term.
Property, plant and equipment not ready for the intended use on the date of Balance Sheet are disclosed as “Capital work-in-
progress".
The residual values, useful lives and method of depreciation of property, plant and equipment is reviewed at each financial
year end and adjusted prospectively, if appropriate. The residual values are not more than 5% of the original cost of the asset.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An
asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount.
These are included in the statement of profit and loss.
1.11 Intangible assets
Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any.
Intangible assets are amortized on a straight line basis over their estimated useful lives. The amortization period and the
amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly
different from previous estimates, the amortization period is changed accordingly. Gains or losses arising from the retirement
or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount
of the asset and recognised as income or expense in the statement of profit and loss.
(i) Goodwill
Goodwill on business combination is included in intangible assets. Goodwill is not amortized but it is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired,
and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose
of impairment testing. The allocation is made to those cash-generating units or company’s of cash-generating units that
are expected to benefit from the business combination in which the goodwill arose. The units or company’s of units are
identified at the lowest level at which goodwill is monitored for internal management purposes, which in our case are
the operating segments.
(ii) Computer software
Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs
those are directly attributable to the design and testing of identifiable and unique software products controlled by the
Company are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use
• management intends to complete the software and use or sell it
• there is an ability to use or sell the software
• it can be demonstrated how the software will generate probable future economic benefits
• adequate technical, financial and other resources to complete the development and to use or sell the software are
available, and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion
of relevant overheads.
Computer software
Amortisation methods and periods
Asset Useful Life
Software (including software - internally generated / developed) 4 years
Amortization is calculated using the straight-line method to allocate their cost over their estimated useful lives.
(iii) Brand
Amortisation methods and periods
Asset Useful Life
Brand 25 years
1.12 Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised
in statement of profit and loss over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all
of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence
that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services
and amortized over the period of the facility to which it relates. Preference shares, which are mandatorily redeemable on a
specific date, are classified as liabilities. The dividends on these preference shares are recognised in statement of profit and
loss as finance costs.
Borrowings are derecognised from the balance sheet when the obligation specified in the contract is discharged, cancelled
or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to
another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in
statement of profit and loss.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting period.
1.13 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.
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.
1.14 Other income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
Dividend income is recognized when the right to receive dividend is established.
1.15 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 (SAYE) -2010
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 Scheme 2018 - Management (ESOP 2018 – Management)
f) Thomas Cook Employees Stock Scheme 2018 - 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.
1.16 Employee benefits
(a) Post employment benefits:
(i) Defined contribution plans
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
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.
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
As per the leave Policy of the Company, employees are entitled to avail 30 days of leave during a calendar year. Any carry
forward or encashment of the same is not allowed and all unutilised leaves necessarily lapse at the end of the calendar
year. At reporting date liability pertaining to compensated absences is calculate based on the total leave balances of
each employee.
1.17 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.
1.18 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.
1.19 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.
1.20 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.
1 (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:
Recognition of deferred tax assets for carried forward unabsorbed depreciation - note 16
Estimated goodwill impairment - note 4 (a) (ii)
Estimation of Defined Benefit Obligation - note 15
Impairment of trade receivables - note 30
Estimation of inputs for fair value of Share based payment instrument - note 33
Fair value of financial instruments - note 29
Useful life of property, plant & equipment - note 3
Recognition and measurement of provision and contingencies - note 26
Impairment of investment - note 5
Going Concern and impact of COVID-19 - note 2
Leases – note 4(b)
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations
of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.
1 (C) Current / Non Current Classification
All assets and liabilities are classified into current and non-current:
Assets
An asset is classified as current when it satisfies any of the following criteria:
a) it is expected to be realised in, or is intended for sale or consumption in, the company’s normal operating cycle;
b) it is held primarily for the purpose of being traded;

c) it is expected to be realised within 12 months after the reporting date; or
d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after
the reporting date.
Current assets include the current portion of non-current financial assets. All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
a) it is expected to be settled in the Company’s normal operating cycle;
c) it is due to be settled within 12 months after the reporting date; or
d) the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the
reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of
equity instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-current.
Operating cycle:
Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents.
Based on the above definition and the nature of services provided, the Company has ascertained its operating cycle as 12
months for the purpose of current – non-current classification of assets and liabilities.
1 (D) Recent accounting pronouncement
Amendments to other standards
The MCA notifies new standard or amendments to the existing standards. There is no such notification which would have been
applicable from from 01 April 2020.
2 Going concern and impact of COVID-19
On 11 March 2020, the World Health Organization declared COVID-19 outbreak as a pandemic. Responding to the potentially serious
threat of the pandemic, the Indian Government has taken a series of measures to contain the outbreak, which included imposing
‘lock-downs’ across the country which is extended up to 30 June 2020. The lockdowns and restrictions imposed on various activities
due to COVID–19 pandemic have posed challenges to all the businesses of the company, its subsidiaries and associates. Lockdown
guidelines issued by Central/State governments mandated cessation of air traffic and other forms of public transport as well as closure
of hotel operations. With the lifting of the partial lockdown restrictions, the Company has started re-opening it’s branches and other
establishments. The Company expects all the operations becoming normal in a phased manner after the lockdown is lifted and the
confidence of corporates / travelers is restored. The Company expects the demand for its services to pick up albeit at a slower pace
once lockdown is lifted.
The Company has assessed the impact of COVID-19 on the carrying amount of its assets and revenue recognition. In developing
the assumptions relating to the possible future uncertainties, the Company, as on date of approval of these standalone financial
results has used internal and external sources of information to the extent available. The Company, based on current estimates
and information, expect the carrying amount of these assets to be recovered. Company has assessed the impact for existing and
anticipated effects of COVID-19 on the future cash flow projections on the basis of significant assumptions as per the available
information. The Company has comfortable liquidity position to meet its commitments and in addition the funds are expected to be
generated from the operating activities. Company has undertaken various cost saving initiatives to maximise operating cash flows and
conserve cash position in the given situation. accordingly, the Board has not recommended any final dividend for the FY 2019-2020.
Based on aforesaid assessment management believes that as per, estimates made conservatively, the Company will continue as a
going concern. The Company continues to monitor any material changes to its COVID-19 impact assessment, resulting from the future
economic conditions and future uncertainty, if any.
3 Property, plant and equipment

Freehold Leasehold Furniture and Office Plant and Capital work
Particulars Computers Vehicles Total
Building Improvements Fixtures equipments Machinery in progress
Gross carrying amount
Opening as at 1 April 2018 12,929.7 1,897.1 2,671.9 1,627.4 865.4 622.0 30.7 20,644.2 9.0
Adjustment pursuant to
composite Scheme (refer 4,701.7 56.3 700.5 39.5 152.4 - - 5,650.4 -
note 39)
Additions - 215.6 809.3 475.8 132.7 33.6 - 1,667.0 119.1
Disposals/transfer - 22.8 150.2 28.2 114.0 29.6 - 344.8 9.0
Closing gross carrying
17,631.4 2,146.2 4,031.5 2,114.5 1,036.5 626.0 30.7 27,616.8 119.1
amount
Accumulated depreciation
Opening as at 1 April 2018 521.6 283.9 838.6 994.0 425.5 315.8 7.8 3,387.2 -
composite Scheme (refer 202.2 26.2 197.5 19.7 72.7 - - 518.3 -
note 39)
Depreciation charge during
305.4 162.8 438.4 372.1 199.4 147.5 2.6 1,628.2 -
the year
Disposals - 14.4 107.3 28.1 111.7 21.6 - 283.1 -
Closing accumulated
1,029.2 458.5 1,367.2 1,357.7 585.9 441.7 10.4 5,250.6 -
depreciation
Net carrying amount as at
16,602.2 1,687.7 2,664.3 756.8 450.6 184.3 20.3 22,366.2 119.1
31 March 2019
Opening as at 1 April 2019 17,631.4 2,146.2 4,031.5 2,114.5 1,036.5 626.0 30.7 27,616.8 119.1
Additions - 222.1 675.0 706.4 136.8 - - 1,740.3 112.4
Disposals/transfer - 42.7 109.0 37.8 181.5 36.5 - 407.5 119.1
Adjustment pursuant to IND
- - - - - 65.2 - 65.2 -
composite Scheme (refer - - 13.6 10.2 2.2 - - 26.0 -
note 39)
Closing gross carrying
17,631.4 2,325.6 4,583.9 2,772.9 989.6 524.3 30.7 28,858.5 112.4
amount
Opening as at 1 April 2019 1,029.2 458.5 1,367.2 1,357.7 585.9 441.7 10.4 5,250.6 -
Depreciation charge during
306.0 184.7 476.5 468.0 236.3 88.7 2.7 1,762.9 -
the year
Disposals - 30.3 84.0 31.7 177.8 35.5 - 359.3 -
Adjustment pursuant to IND
- - - - - 13.2 - 13.2 -
composite Scheme (refer - - 2.8 9.5 1.3 - - 13.6 -
note 39)
Closing accumulated
1,335.2 612.9 1,756.9 1,784.5 643.1 481.7 13.1 6,627.4 -
depreciation
Net carrying amount as at
16,296.2 1,712.7 2,827.0 988.4 346.5 42.6 17.6 22,231.1 112.4
31 March 2020
(i) Leased assets *
Computers and vehicles includes the following amounts where the company is a lessee under a finance lease:
Particulars 31 March 2019

Restated Vehicles
Cost/Deemed Cost 65.3
Accumulated depreciation 13.2
Net carrying amount 52.1
* Also refer note 3(v)
(ii) Contractual obligations
Refer Note 27 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(iii) Capital work-in-progress

Capital work-in-progress mainly comprises of computer, furniture & fixtures and office equipment
(iv) Cost of office building includes:
(a) 70 (Previous year - 70) unquoted fully paid-up Shares of Rs. 0.04 lakhs (Previous year Rs. 0.04 lakhs) in various Co-operative Societies.
(b) Share application money of Rs. 0.02 lakhs (Previous year Rs. 0.02 lakhs) to various Co-operative Societies.
(c) Premises of Rs. 13,948.6 lakhs (Previous year Rs. 14,206.70 lakhs) where the Co-operative Society is yet to be formed.
(v) Adjustment pursuant to IND AS 116
Net book value of vehicles of Rs. 52.1 lakhs as at 31 March 2019 were under finance lease, the same has now been transferred to ROU assets as per
the adoption of new standard Ind AS 116 - Leases.
4 (a) Intangible assets

Computer
Particulars Brand Goodwill
software
Year ended 31 March 2019
Opening as at 1 April 2018 2,140.6 - 446.3
Adjustment pursuant to composite Scheme (refer note 39) 37.0 - -
Additions 156.4 - -
Disposals - - -
Closing gross carrying amount 2,334.0 - 446.3
Accumulated amortisation
Opening as at 1 April 2018 1,363.0 - -
Adjustment pursuant to composite Scheme (refer note 39) 7.9 - -
Amortisation charge for the year 388.6 - -
Disposals - - -
Closing accumulated amortisation 1,759.5 - -
Net carrying amount as at 31 March 2019 574.5 - 446.3
Year ended 31 March 2020

Opening as at 1 April 2019 2,334.0 - 446.3
Additions 208.7 2,032.5 -
Disposals - - -
Closing gross carrying amount 2,542.7 2,032.5 446.3
Opening as at 1 April 2019 1,759.5 - -
Amortisation charge for the year 328.3 25.6 -
Disposals - - -
Closing accumulated amortisation 2,087.8 25.6 -
Net carrying amount as at 31 March 2020 454.9 2,006.9 446.3
(i) Intangible assets includes:
Intangible assets (software) includes Internally generated/developed software - Gross Block Rs. 1,984.9 (previous year Rs.
2,000.5); Net Block Rs. 101.1 (previous year Rs. 202.6).
(ii) Significant Estimate - Impairment tests of goodwill
The entire amount of goodwill pertains to Sterling business (cash generating unit) generated at the time of acquisition and is
tested for impairment on an annual basis. Recoverable amount of the CGU is based on its property fair values less cost to sell
which is higher than the carrying value of the cash generating unit.
(iii) Brand
During the year, the Company purchased the rights to the Thomas Cook Brand for India, Sri Lanka and Mauritius markets from
Thomas Cook UK and others.
(b) Transition to Ind AS 116 “Leases”

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies
(Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 Leases which replaces the existing lease standard,
Ind AS 17 leases and other interpretations with effect from 1 April 2019.
The company has adopted Ind AS 116 “Leases” effective 1 April 2019 and applied the standard to all lease contracts existing on
1 April 2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date
of initial application. The company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all
assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value.
Consequently, the company recorded the lease liability at the present value of the lease payments discounted at the incremental
borrowing rate at the date of initial application and the right of use asset as an amount equal to the lease liability, adjusted by the
amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the
date of initial application.
Comparatives as at and for the year ended 31 March 2019 have not been retrospectively adjusted and therefore will continue to
be reported under the accounting policies reported for year ended 31 March 2019
On transition, the adoption of the new standard resulted in recognition of 'Right of Use' asset of Rs. 4,372.1 lakhs and a lease
liability of Rs. 4,267.9 lakhs. The cumulative effect of applying the standard, amounting to Rs. 199.7 lakhs was debited to retained
earnings, net of taxes.
Ind AS 116 will result in an increase in cash inflows from operating activities and an increase in cash outflows from financing
activities on account of lease payments.
On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the
right-to-use asset, and finance cost for interest accrued on lease liability.
Right of Use Assets
Particulars Building Vehicles Total

Opening as at 1 April 2019 (Transition Date) 4,320.1 52.1 4,372.1
Additions during the period 531.4 120.8 652.3
Disposals/transfer - - -
Closing gross carrying amount 4,851.5 172.9 5,024.4
Opening as at 1 April 2019 (Transition Date) - - -
Depreciation charge during the year 988.1 29.8 1,017.9
Disposals - - -
Closing accumulated depreciation 988.1 29.8 1,017.9
Net carrying amount as at 31 March 2020 3,863.4 143.1 4,006.5

Lease Liability
The following is the movement in lease liabilities
Balance as at 1 April 2019 -
On account of Transition to Ind AS 116 4,267.9
Additions 646.5
Disposal -
Interest on lease liabilities 382.8
Payment of lease liabilities (1,120.6)
Balance as at 31 March 2020 4,176.6
Classification as
Non current 3,342.9
Current 833.7
The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance
leases reported as at 31 March 2019 compared to the lease liability as accounted as at 1 April 2019 is primarily due to inclusion
of present value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease liabilities
as per the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the company has chosen to apply
the practical expedient as per the standard.
The weighted average incremental borrowing rate applied is 9.08%
Below are the contractual maturities of lease liabilities on an undiscounted basis:
Less than one year 1,172.7
One to five years 3,335.3
More than five years 776.6
Total 5,284.6
Rental expense recognised for short-term leases and low value leases for the year ended 31 March 2020 148.9
In the profit and loss account for the current period, the nature of the expenses in respect of operating leases has changed from
lease rent in previous periods to depreciation cost for the right-of-use asset and finance cost for interest accrued on lease liability.
The adoption of the standard has an impact of increase in total expense by Rs. 101.0 lakhs on the standalone financial results for
the year ended 31 March 2020.
Below are the amount recognized in Statement of Cash Flow
Repayment of Lease liabilities-Principal amount 737.8
Repayment of Lease liabilities-Interest amount 382.8
Total 1,120.6
The lease payments have been classified as financing activities in the Statement of Cash Flow under Ind AS 116.The lease payments
for operating leases were earlier reported under cash flow from operating activities.
5 Non current investments
Particulars 31 March 2020 31 March 2019

Investment in equity instruments (fully paid-up) - Fair value through Profit and Loss A/c
a) Quoted
10 (Previous year 10) fully paid-up Equity Shares of Rs. 10/- each of JIK Industries Limited * *
100 (Previous year 100) fully paid-up Equity Shares of Rs. 10/- each of Weizmann Limited * *
66 (Previous year 66) fully paid-up Equity Shares of Rs. 10/- each of Karma Energy Limited * *
66 (Previous year 66) fully paid-up Equity Shares of Rs. 10/- each of Weizmann Forex * *
Limited
1,389,571 (Previous year Nil) fully paid-up Equity Shares of Rs. 10/- each of Quess Corp 2,961.9 -
Limited (refer note 38 and 39)
2,961.9 -
Investment in Equity Instruments
b) Unquoted - In subsidiaries at cost
1,655,500 (Previous year 1,655,500) fully paid-up Equity Shares of USD 1/- each of 732.5 732.5
Thomas Cook (Mauritius) Holding Company Limited
29,050,000 (Previous year 29,050,000) fully paid-up Equity Shares of Rs. 10/- each of 58,005.0 58,005.0
Sterling Holiday Resorts Limited (formerly known as 'Thomas Cook Insurance Services
(India) Limited')
50,000 (Previous year 50,000) fully paid-up Equity Shares of Rs. 10/- each of Indian 5.0 5.0
Horizon Marketing Services Limited (Formerly known as 'Indian Horizon Travel and Tours
Limited')

3,000,000 (Previous year 3,000,000) fully paid-up Equity Shares of Rs. 10/- each of TC 300.0 300.0
Tours Limited (Formerly known as Thomas Cook Tours Limited)
10,767,978 (Previous year 10,767,978) fully paid-up Equity Shares of SLR 10/- each of 427.7 427.7
Thomas Cook Lanka (Private) Limited
5,000 (Previous year 5,000) fully paid-up Equity Shares of Rs. 10/- each of Borderless 0.5 0.5
Travel Services Limited
10,000 (Previous year 10,000) fully paid-up Equity Shares of Rs. 10/- each of Travel 1.0 1.0
Corporation (India) Limited (formerly known as SOTC Travel Management Private Limited)
10,000 (Previous year 10,000) fully paid-up Equity Shares of Rs. 10/- each of SOTC Travel 1.0 1.0
Limited (formerly known as SOTC Travel Private Ltd)
2,025,000 (Previous year 2,025,000) Equity shares of USD 1 each fully paid up, of Travel 1,307.2 1,307.2
Circle International Mauritius Limited
50,000 (Previous year 50,000) Equity shares of Rs.10 each fully paid-up of TC Visa Services 5.0 5.0
(India) Limited
9,750 (Previous year 9,750) Equity shares of USD 100 each, fully paid up, of Horizon Travel 629.1 629.1
Services LLC
1,000,000 (Previous year 1,000,000) Equity Shares of Rs. 10 Each, fully Paid up, of Jardin 100.0 100.0
Travel Solutions Limited
59,523,801 (Previous year 59,523,801) Ordinary shares of HKD 1 each fully paid-up of 5,014.0 5,014.0
Travel Circle International Limited (Formerly known as Kuoni Travel (China) Limited) **
5100 (Previous year Nil) Equity Shares of Rs. 10 Each, fully Paid up, of BDC Digiphoto 0.9 -
Imaging Solutions Private Limited
66,528.9 66,528.0
d) Quoted - In associates at cost
Nil (Previous year 71,323,496) fully paid-up Equity Shares of Rs. 10/- each of Quess Corp - 16,624.9
Limited (refer note 39)
- 16,624.9
Investment in Preference Shares
Unquoted - In subsidiaries at cost
303,000 (Previous year 303,000) fully paid-up Optionally Convertible Cummulative 30.3 30.3
Redeemable Preference Shares of Rs. 10/- each of Sterling Holiday Resorts Limited
(formerly known as 'Thomas Cook Insurance Services (India) Limited')
86,000,000 (Previous year 86,000,000) 0.01% Optionally Convertible Preferece share of 8,600.0 8,600.0
Rs 10 each, fully paid up, of SOTC Travel limited (Formerly known as SOTC Travel private
limited)
199,019,396 (Previous year 199,019,396) 0.01% Non Cummulative Optionally 5,334.4 5,334.4
Convertible Preferece share of Rs 10 each, fully paid up, of Travel Corporation (India)
Limited (formerly known as SOTC Travel Management Private Limited)
14,310,000 (Previous year: 14,310,000) 6% Optionally Convertible Preferece share of 9,500.4 9,500.4
USD 1 each, fully paid up, of Travel Circle International Mauritius Limited
23,465.1 23,465.1

ESOP issued to subsidiaries employees
Travel Corporation (India) Limited - -
Travel Corporation (India) Limited (formerly known as SOTC Travel Management Private Limited) 334.3 -
TC Visa Services Limited 9.9 9.9
Sterling Holiday Resort Limited 1,232.0 871.9
TC Tours Limited (Formerly known as Thomas Cook Tours Limited) 44.3 26.0
SOTC Travel Limited 725.6 432.3
2,346.1 1,340.1
Others - Fair value through P & L
676 (Previous year 676) fully paid-up Class C (Series I) Common Stock of USD 0.0001/- each 9.6 9.6
of Visa inc.
Total equity instruments 9.6 9.6
Total non-current investments 95,311.6 1,07,967.7
Aggregate amount of quoted investments 2,961.9 16,624.9
Aggregate amount of unquoted investments 92,349.7 91,342.8
Market value of Quoted Investments 2,961.9 7,33,740.5
* Amount is below the rounding off norm adopted by the Company.

** Pleadged against security given to SBI hong kong (Refer note 26)
6 Financial assets
(a) Trade receivables
Trade receivables considered good - secured - -
Trade receivables considered good - unsecured 15,712.1 33,544.4
Trade receivables credit impaired 2,257.4 2,358.9
Total 17,969.5 35,903.3
Loss Allowance (2,257.4) (2,358.9)
Total trade receivable 15,712.1 33,544.4
For related party balances refer Note 31
(b) Cash and cash equivalents

Balances with banks :
- In current accounts 10,773.3 26,437.7
- Fixed deposits with original maturity of less than three months* 20,849.1 7,000.0
Balance in EEFC accounts 3,721.6 36.8
Remittance in transit (including foreign currencies - notes and paid documents) 18.2 308.7
Cheques on hand 84.5 1,055.4
Cash on hand (including foreign currencies - notes and paid documents) 1,125.3 2,903.6
Total Cash and cash equivalents 36,572.0 37,742.2
(c) Bank balances other than cash and cash equivalents
Fixed deposits with maturity of less than 12 months* 31,247.8 27,619.0
Unclaimed dividend 42.5 38.9
Total cash and cash equivalents 31,290.3 27,657.9
* Includes lien as per terms of contract with Moneygram, Western Union and on lien with airport authority Rs. 90.8 (Previous year
Rs. 117.6)
(d) Loans
Particulars Non-current Current Non-current Current
31 March 2020 31 March 2020 31 March 2019 31 March 2019
Loan to Subsidiary / Associates - 76.0 176.0 -
Loans to employees - 44.7 - 61.3
Less: loss allowance - - - -
Security deposits 3,234.2 364.1 1,712.2 399.0
Total other financial assets 3,234.2 484.8 1,888.2 460.3
Breakup of security details

Loans considered good - Secured - -
Loans considered good - Unsecured 3,719.0 2,348.5
Total 3,719.0 2,348.5
Loss Allowance - -
Total Loans 3,719.0 2,348.5
(e) Other financial Assets

31 March 31 March 31 March 31 March
2020 2020 2019 2019
Fixed deposits with maturity for more than 12 months* 5,124.8 - 1,895.4 -
Interest Receivable on financial assets 73.2 620.6 - 633.7
Receivable from subsidiaries 65.8 70.6 67.7 34.1
Accrued revenue - 4,273.7 - 7,040.7
Advances to related parties - 349.9 - 524.0
Insurance claim receivable - 47.7 - 96.6
Less: Allowance for doubtful Claim - - -
Interest Receivable on Loan to related party - 4.6 - -
Others - - 13.6 235.4
Total other financial assets 5,263.8 5,367.1 1,976.7 8,564.5
*[On lien as per terms of contract with Moneygram, Western Union and on lien with airport authority Rs. 1,855.6 (Previous year Rs.
1,659.7)
7 Other non-current assets

Capital advances - 129.7
Prepaid expenses 688.3 580.7
Others - 119.7
Total 688.3 830.1
8 Other current assets

Advance to suppliers
Considered good - Unsecured 13,953.1 16,812.6
Considered doubtful - Unsecured - 7.1
Less: Allowance for doubtful advances - (7.1)
Advance to employees
Considered good - Unsecured 47.8 59.3
Considered doubtful - Unsecured 1.2 36.3
Less: Allowance for doubtful advances (1.2) (36.3)
Prepaid expenses 341.2 637.2
Balances receivables from government authorities 1,521.4 1,091.0
Other Assets 950.9 940.6
Total 16,814.4 19,540.7
9 Income tax assets

Opening balance 4,239.7 1,706.8
Adjustment pursuant to composite scheme - 1,522.2
Less: Current tax payable for the year - (881.3)
Add: Taxes paid 3,117.1 1,892.0
Closing balances (A) 7,356.8 4,239.7
Disclosed as:
Non current tax assets (as per balance sheet) 8,410.1 5,293.0
Current tax liability (as per balance sheet) 1,053.3 1,053.3
Refer note 23
10 (a) Share capital and other equity

Equity Share capital# Preference Share capital
Particulars No of Shares Amount No of Shares Amount
(In lakhs) (In lakhs)
Authorised
As at 31 March 2019 13,350.0 13,350.0 2,500.0 2,500.0
Adjustment pursuant to composite Scheme (refer note 39) 6,443.0 6,443.0 - -
Movement during the year - - - -
As at 31 March 2020 19,793.0 19,793.0 2,500.0 2,500.0
#1,979,300,000 (Previous year 1,350,000,000) Equity Shares of Rs. 1/- each
(i) Issued, subscribed and paid up equity share capital

Particulars Equity share capital
No of Shares Amount
(In lakhs)
As at 31 March 2018 3,702.1 3,702.1
Add: Addition on account of stock options allotment 5.2 5.2
As at 31 March 2019 3,707.3 3,707.3
As at 31 March 2020 3,782.8 3,782.8
(ii) Terms and rights attached to shares

The Company has one class of equity shares having a par value of Rs. 1/- per share. Each shareholder is eligible for one vote per
share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual
general meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution to preference shareholders of all preferential amounts, in proportion to their
shareholding.
Shares reserved for issue under options
Information relating to Thomas Cook India Limited's Employee Option Plan, including details of options issued, exercised and
lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 33.
(iii) Shares of the company held by the Subsidiaries of the ultimate holding company
No of Shares Amount No of Shares Amount
Equity Shares
Fairbridge Capital (Mauritius) Limited 2,481.5 2,481.5 2,481.5 2,481.5
(iv) Shareholding pattern (Shareholders holding 5% or more shares in the Company)

Category of Shareholder 31 March 2020 31 March 2019
No of Shares % of Holding No of Shares % of Holding
Equity Shares
Fairbridge Capital (Mauritius) Limited 2,481.5 65.6% 2,481.5 66.9%
Aditya Birla Sun Life Trustee Private Limited A/C Aditya 316.3 8.4% - -
Birla Sun Life Bal Bhavishya Yojna - Wealth Plan
Aditya Birla Sun Life Trustee Private Limited A/C Aditya - - 281.4 7.6%
Birla Sun Life Tax Relief 96
(v) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the
period of five years immediately preceding the reporting date
There are nil bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five
years immediately preceding the reporting date.
(b) Treasury Shares
Particulars Treasury Shares
No of Shares Amount
(In lakhs)
As at 31 March 2018 - -
Add: Addition on account of issue of treasury shares - -
As at 31 March 2019 - -
Add: Addition on account of issue of treasury shares 73.6 (5,142.0)
As at 31 March 2020 73.6 (5,142.0)
During the year ended 31 March 2020, the Company formed Thomas Cook Employee Benefit Trust (branch), as per Composite
Scheme of Arrangement and Amalgamation (refer Note 38 and 39), which subscribed 73,56,122 shares of the Company for Rs.
11,048.8 lakhs. These shares held by above mentioned trust are treated as treasury shares.
(c) Reserves and surplus

Capital reserve (40,918.8) (40,918.8)
Capital Redemption Reserve - 4,665.0
Debenture Redemption Reserve - -
Share option outstanding amount 2,181.7 2,451.2
Securities premium account 1,01,261.1 1,01,930.9
General reserve 11,549.6 11,496.5
Retained earnings 71,181.7 75,226.8
Total reserves and surplus 1,45,255.3 1,54,851.6
(i) Capital reserve

Opening balance (40,918.8) 7.8
Adjustment pursuant to composite Scheme (refer note 39) - (40,926.6)
Closing balance (40,918.8) (40,918.8)
(ii) Capital Redemption Reserve

Adjustment pursuant to composite Scheme (refer note 39) (4,665.0) (7,835.0)
Closing balance - 4,665.0
(iii) Debenture Redemption Reserve

Opening balance - 2,519.8
Transfer from retained earnings - 813.6
Transfer to general reserve - (3,333.4)
Closing balance - -
(iv) Share option outstanding account

Employee stock option expense/push down 1,548.3 1,251.3
Transfer to securities premium account (214.7) (530.4)
Transfer to stock option liabiltiy (1,550.0) -
Transfer to general reserve (53.1) (71.7)
Closing balance 2,181.7 2,451.2
(v) Securities premium account

Opening balance 1,01,930.9 89,647.5
Adjustment pursuant to composite Scheme (refer note 39) (11,979.1) 11,200.0
From share option outstanding account 214.7 530.4
Addition on account of ESOP issues 11,094.6 553.0
Closing balance 1,01,261.1 1,01,930.9
(vi) General reserve
Adjustment pursuant to composite Scheme (refer note 39) - 2,752.7
Transfer from share option outstanding account 53.1 3,405.1
(vii) Retained Earnings

Adjustment pursuant to composite Scheme (refer note 39) - 22,209.2
Adjustment pursuant to IND AS 116 (refer note 3(v)) 199.7 -
(Loss) / Profit for the year (2,490.7) 2,081.6
Other comprehensive income, net of tax (77.2) (55.6)
Transfer to Debenture Redemption Reserve - (813.6)
Corporate dividend tax paid during the year (285.9) (285.6)
11 Financial liabilities
(a) Non-current borrowings
Particulars Maturity Nature of Terms of Coupon/ 31 March 31 March
Date Security Payment Interest Rate 2020 2019
Long term maturities
of finance lease
obligations: (Secured)
Obligations under Secured by Monthly - 58.9
finance lease hypothecation of payment
assets underlying of Equated
the leases monthly
instalments
Unsecured
Loan from related party March 14, Unsecured 6 Equal 6 months 1,100.8 1,651.2
2022 Half yearly MIFOR +
instalment 1.89%
Loan from HDFC bank Backed by 6 Equal 6 months - 800.0
a Corporate Half yearly MCLR
Guaranatee instalment
Total Non-Current 1,100.8 2,510.1
Borrowings
Less: Current maturities 550.4 1,083.7
of long term borrowings
(included in note 11(C))

Less: Current maturities - 11.8
of finance lease
obligations (included in
note 11(C))
Non-Current Borrowings 550.4 1,414.6
(As per Balance Sheet)
(b) Current borrowings

Particulars Maturity Date Terms of Coupon/ 31 March 31 March
Payment Interest Rate 2020 2019
Unsecured
Bank overdrafts Payable on Floating 4,518.6 790.4
demand
Short term working capital loan 30 to 90 days 8.48% to 2,966.7 -
9.5%
Total current borrowings 7,485.3 790.4
Less: Interest accrued (included in note 11(c)) 35.9 0.2
Current borrowings (as per balance sheet) 7,449.4 790.2
The company has obtained funded credit facility of INR 14900 lakhs as of 31st March 2020. The facility has been utilised by
obtaining bank OD of INR 4482.7 lakhs and WCDL INR 2966.7 lakhs. The combined facility has been shown as bank OD under Cash
flow statement.
(c) Other financial liabilities
Non-Current Current Non-Current Current
Current maturities of Loan from HDFC Bank - - - 533.3
Current maturities of finance lease obligations (Refer 11(a)) - - - 11.8
Deposits received from vendor - 2,571.3 - 1,906.2
Unpaid Dividend - 42.5 - 38.9
Interest accrued (Refer 11(b)) - 35.9 - 0.2
Liabilities against Fixed Assets - - - 20.2
Interest payable to Related parties - 7.8 - -
Amount payable to Related parties - 359.3 - -
Current maturities of Loan from related party (Refer 11(a)) - 550.4 - 550.4
Guarantees given to bank and others on behalf of subsidiaries 65.8 70.6 67.7 30.3
Others - 26.6 - 118.7
Total Other Financial Liabilities 65.8 3,664.4 67.7 3,210.0
(d) Trade Payables

-Dues of micro enterprises and small enterprises (Refer note $) 46.7 35.8
-Dues of creditors other than micro enterprises and small enterprises @ # 74,704.3 81,680.6
Total Trade Payables 74,751.0 81,716.4
@ Includes Book Overdrafts aggregating to Rs. 480.3 (Previous year Rs. 1,144.3)
# Includes Rs. 53,923.2 secured by bank guarantee of USD 8,000,000 (Rs. 6,053.2), Previous year Rs. 48,339.6 secured by bank
guarantee of USD 17,100,000 (Rs. 11,825.5)
$ Disclosure for Trade payable

a. Principal and interest amount remaining unpaid 44.6 35.8
b. Interest paid by the company in terms of section 16 of the micro, small and 2.0 -
medium enterprises development act 2006 along with the amount of the
payment made to the supplier beyond the appointed day

c. Interest due and payable for the period of delay in making payment (which - -
have been paid but beyond the appointed day during the period) but without
adding interest specified under Micro, small and medium enterprises act,
2006
d. Interest accrued and remaining unpaid - -
e. Interest remaining due and payable even in the suceeding years, until such - -
date when the interest dues as above are actually paid to the small enterprises
Total outstanding dues of micro enterprises and small enterprises (as per the 46.7 35.8
intimation received from vendors
Trade Payable 74,704.3 81,680.6
Total outstanding dues of creditors other than micro enterprises and small 74,704.3 81,680.6
enterprises
12 Other non-current liabilities
Income received in advance 21.4 74.2
Rent equalisation reserve - 300.0
Others - 127.5
Total 21.4 501.7
13 Other current liabilities

Advance received from customers 15,091.3 26,635.7
Statutory dues 4,146.2 2,295.1
Payable to Related Party - 1,176.0
Fractional entitlement on bonus share refund accounts 0.5 0.5
Total 19,313.2 30,223.1
14 Provisions
Non-Current Current Total Non-Current Current Total
Provision for litigation and disputes 174.7 - 174.7 109.7 - 109.7
Total 174.7 - 174.7 109.7 - 109.7
(i) Movement in provisions
Particulars Provision for Litigation and disputes

Closing balance as at 31 March 2019 109.7
Charged/(credited) to profit or loss 65.0

Closing balance as at 31 March 2020 174.7
15 Employee benefit obligations

Compensated absences - - - - 231.2 231.2
Gratuity 1,020.9 - 1,020.9 676.4 - 676.4
Stock option outstanding liability 1,771.9 - 1,771.9 - - -
Employee benefits payable - 781.4 781.4 - 1,093.6 1,093.6
Total 2,792.8 781.4 3,574.2 676.4 1,324.8 2,001.2
(i) Leave obligations - compensated absences

The leave obligations cover the Company's liability for earned leave.
The amount of the provision of Rs. Nil (31 March 2019 - Rs. 231.2) is presented as current, since the company does not have an
unconditional right to defer settlement for any of these obligations. The following amounts reflect leave that is expected to be
taken or settled within the next 12 months.
Current leave obligations expected to be settled within next 12 months - 231.2
(ii) Post employment obligations
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.
(iii) Defined contribution plans
The Company has recognised the following amounts in Statement of Profit and Loss for the year:
Contribution to employees state insurance 30.7 43.8
Contribution to labour welfare fund 2.1 1.3
Superannuation contribution 60.6 58.2
Contribution to provident fund 507.0 454.7
Total 600.4 558.0
Balance Sheet amounts - Gratuity

The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
Particulars Present value of Fair value of plan Net amount
obligation assets
31 March 2018 1,935.6 (1,364.0) 571.6
Current service cost 216.4 - 216.4
Past service cost - -
Interest expense/(income) 124.4 (90.0) 34.4
Total amount recognised in profit and loss account 340.8 (90.0) 250.8
Remeasurements
Return on plan assets, excluding amount included in interest - 3.9 3.9
expense/(income)

obligation assets
(Gain)/loss from change in demographic assumptions (0.2) - (0.2)
(Gain)/loss from change in financial assumptions 33.4 - 33.4
Adjustment to recognized the effect of assets ceiling 6.5 6.5
Experience (gains)/losses 35.9 - 35.9
Total amount recognised in other comprehensive income 69.1 10.4 79.5
Employer contributions - (241.9) (241.9)
Benefit payments (218.2) 218.2 -
31 March 2019 2,127.3 (1,467.3) 660.0

obligation assets
31 March 2019 2,127.3 (1,467.3) 660.0
Past service cost -
Interest expense/(income) 125.9 (85.6) 40.3
Total amount recognised in profit and loss 363.4 (85.6) 277.8
Remeasurements
Return on plan assets, excluding amount included in interest - 61.9 61.9
expense/(income)
(Gain)/loss from change in financial assumptions 157.0 - 157.0
Experience (gains)/losses (120.7) - (120.7)
31 March 2020 2,499.9 (1,479.0) 1,020.9
The net liability disclosed above relates to funded and unfunded plans as follows:
Present value of funded obligations 2,499.9 2,127.3
Fair value of plan assets (1,479.0) (1,467.3)
Deficit of funded plan 1,020.9 660.0
Unfunded plans - -
Deficit of gratuity plan 1,020.9 660.0
Significant estimates: Actuarial assumptions and sensitivity for gratuity

The significant actuarial assumptions were as follows:
Discount rate 5.70% 7.00%

Salary growth rate 6.00% 6.00%
Expected return on assets 5.70% 7.00%
Attrition rate 10% - 29% 10% - 29%
Mortality Indian Assured Lives Mortality (2012-14)
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.
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Particulars Impact on defined benefit obligation
Change in assumptions Increase in assumptions Decrease in assumptions
31 March 31 March 31 March 31 March 31 March 31 March
2020 2019 2020 2019 2020 2019
Discount rate 50 basis 50 basis -2.72% -2.22% 2.87% 2.32%
point point
Salary growth rate 50 basis 50 basis 2.84% 2.33% -2.73% -2.25%
point point
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.
The major categories of plans assets for gratuity are as follows:
Quoted Unquoted Total In % Quoted Unquoted Total In %
Insurer (LIC) Managed Funds - 1,479.0 1,479.0 100% - 1,467.3 1,467.3 100%
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 5.65 years (2019 - 4.48 years). The expected maturity analysis
of undiscounted gratuity is as follows:
Particulars Less than a Between Between Over 5 years Total
year 1-2 years 2-5 years
31 March 2020 - Post Employment Obligations 421.1 304.9 818.3 1,794.3 3,338.6
31 March 2019 - Post Employment Obligations 515.2 309.5 797.3 1,483.8 3,105.8
Provident Fund:
The amounts recognised in the balance sheet and the movements in provident fund over the year are as follows:
obligation assets
31 March 2018 10,079.4 (10,079.4) -
Interest expense/(income) 747.3 (747.3) -
Total amount recognised in profit and loss 1,155.7 (747.3) 408.4
Remeasurements
Experience (gains)/losses 140.1 (140.1) -
Total amount recognised in other comprehensive income 140.1 (140.1) -
Employees contributions 753.0 (753.0) -
Liabilities assumed/(settled) (58.5) 58.5 -
31 March 2019 11,428.6 (11,428.6) -
Interest expense/(income) 809.2 (809.2) -
Total amount recognised in profit and loss 1,316.2 (809.2) 507.0
Remeasurements 167.7 - 167.7
Experience (gains)/losses (59.5) 4.5 (55.0)
Shortfall on asset diminution - 55.0 55.0
Employees contributions 933.3 (933.3) -
Liabilities assumed/(settled) (128.3) 128.3 -
31 March 2020 12,907.6 (12,739.9) 167.7
The net liability disclosed above relates to funded and unfunded plans are as follows:
Fair value of plan assets (12,739.9) (11,428.6)
Deficit of funded plan 167.7 -
Unfunded plans - -
Deficit of provident fund plan 167.7 -
Significant estimates: Actuarial assumptions and sensitivity for provident fund

Future derived return on assets 7.33% 8.41%
31 March 31 March 31 March 31 March 31 March 31 March
2020 2019 2020 2019 2020 2019
Difference between rate 100 basis 100 basis 4.10% 1.38% - -
earned and guaranteed rate point point
Major categories of plans assets for provident fund are as follows:

Equities and related 549.4 - 549.4 4.3% 475.3 - 475.3 4.2%
investment
Government of India 5,756.7 - 5,756.7 45.2% 4,993.8 - 4,993.8 43.7%
Securities
Other debt instruments 5,214.4 650.4 5,864.8 46.0% 4,903.6 650.4 5,554.0 48.6%
Others - 569.0 569.0 4.5% - 405.3 405.3 3.5%
Total 11,520.5 1,219.4 12,739.9 10,372.7 1,055.7 11,428.4
Risk exposure for provident fund

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which is detailed below :
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.
A large portion of plan assets consist of government of India securities and other debt instruments 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
16 Deferred tax assets/(liabilities)

The balance comprises of temporary differences attributable to:
Deferred tax (liabilities)
On fiscal allowances on fixed assets (2,235.2) (1,935.3)
Less: Deferred tax assets
On provisions allowable for tax purpose when paid 1,434.5 685.4
On provision for doubtful debts and advances 789.3 826.2
MAT credit entitlement 10,194.1 11,000.5
Other items 101.0 -
On rent escalation - 107.2
Net Deferred tax assets 10,283.7 10,684.0
Movement in deferred tax assets/(liabilities)

Particulars On Fiscal On On On Other Items MAT Credit Total
Allowances provisions Provision unabsorbed Entitlement
on Fixed allowable for Doubtful depreciation
Assets for tax Debts and
purpose Advances
when paid
As at 31 March 2018 (1,129.2) 442.9 670.1 222.7 8.5 11,522.4 11,737.4
Adjustment pursuant to (670.4) - - - - 79.6 (590.8)
composite Scheme (refer
note 39)
(Charged)/credited
- to profit or loss (135.8) 218.6 155.8 (222.6) 99.0 (601.6) (486.5)
- to other comprehensive - 23.9 - - - - 23.9
income
As at 31 March 2019 (1,935.4) 685.4 825.9 0.1 107.5 11,000.4 10,684.0
(Charged)/credited
- to profit or loss (299.9) 728.0 (36.8) (0.1) 101.0 (806.4) (314.2)
- to other comprehensive - 21.0 - - - - 21.0
income
- to retained earnings - - - - (107.2) - (107.2)
As at 31 March 2020 (2,235.3) 1,434.4 789.1 - 101.3 10,194.0 10,283.7
Significant estimates-
The Company has recognised deferred tax assets on carried forward tax losses and 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 unabsorbed depreciation can be carried forward for unlimited years and business losses for a period of 8 years as per local
tax regulations and the company expects to recover the losses.
17 Revenue from operations

Sale of Services
- Financial Services 26,813.8 24,331.0
- Travel and Related Services 1,82,448.1 1,98,890.8
- Human Resource Services - 318.9
Other operating revenue
- Financial Services 792.6 1,299.7
- Travel and Related Services 2,416.1 2,469.4
Total 2,12,470.6 2,27,309.7
Also refer note 41 for IND AS 115 disclosure
18 Other income
Interest income
- On bank deposits 1,145.1 1,127.2
- On income tax refunds 479.5 494.4

- On loan to subsidiaries 12.6 30.7
Net fair value gains on mutual fund 266.7 327.9
Management consultancy Fees 2,624.9 1,727.9
Sponsorship Income 493.0 853.8
Net gain on sale of property, plant and equipment 11.0 -
Miscellaneous income 1,550.4 897.1
Total 6,583.3 5,459.0
19 Employee benefit expense
Salaries wages and bonus 19,032.4 18,633.0
Contribution to provident and other funds 1,025.4 871.3
Gratuity 277.8 250.8
Share based payment to employees 689.2 521.6
Stock option expenses 74.9 -
Staff welfare expenses 713.8 609.5
Staff training, recruitment and other costs 264.5 361.0
Incentives to staff 1,657.6 2,092.7
Total 23,735.6 23,339.9
20 Depreciation and amortisation expense

Depreciation on property, plant and equipment 1,762.9 1,628.2
Depreciation on right of use assets 1,017.9 -
Amortisation on intangible assets 353.9 388.6
Total 3,134.7 2,016.8
21 Other expenses
Rent 6,131.0 5,767.6
Electricity 609.3 635.9
Repairs to others 2,033.1 1,746.3
Insurance 208.8 237.8
Rates and taxes 228.1 292.4
Licence fees 150.4 248.3
Security services 743.0 628.7
Travelling expenses 1,387.4 1,619.2
Vehicle running and maintenance expenses 34.6 17.5
Directors sitting fees 99.1 138.1
Commission to directors 19.6 54.5
Net loss on sale of property, plant and equipment - 30.2
Legal and professional charges (refer note 21 (a)) 5,928.0 5,808.0
Printing and stationery 1,015.2 1,073.0
Freight currency shipment 343.0 335.7
Provisions for doubtful debts and advances 529.2 811.9
Expenditure towards CSR (refer note 21 (b)) 63.6 14.5
Donations 0.9 10.6
Miscellaneous expenses 597.8 1,307.8
Total 23,067.2 20,778.0
21 (a) Details of payments to auditors
Payment to auditors
As auditor:
- Statutory audit and limited review 79.0 91.7
- Reports under the provision of Income Tax Act, 1961 6.0 5.0
- Other services 10.8 20.1
In other capacities
- Re-imbursement of expenses 4.8 2.0
Total payments to auditors 100.5 118.8
(b) Corporate social responsibility expenditure
(a) Gross amount required to be spent by the Company during the year 25.4 5.8
(b) Amount spent and paid during the year on eradicating hunger, poverty and 63.6 14.5
malnutrition, promoting health-care including preventive health-care and
sanitation
(c) Out of above amount paid to related party 63.6 14.5
22 Finance costs
Interest and finance charges on financial liabilities measured at amortised cost 426.6 803.2
Interest on Lease liabilty 382.8 -
Other finance charges 3,231.9 3,158.9
Total 4,041.3 3,962.1
23 Income tax expense
(a) Income tax expense
Current tax
Current tax on profits for the year - 881.3
Total current tax expense - 881.3
Deferred tax
(Increase)/Decrease in deferred tax assets 314.2 486.5
Total deferred tax (benefit)/expense 314.2 486.5
Income tax expense 314.2 1,367.8
(b) The reconciliation of tax expense and the accounting profit multiplied by India's tax rate :
(Loss)/Profit from continuing operations before income tax expense (2,176.5) 3,449.4
Tax at the Indian tax rate of 34.944% (FY 18-19 34.608%) (760.6) 1,205.4
Tax effect of amounts which are not deductible(taxable) in calculating taxable
income:
Lease deposit - expense 2.5 9.6
Additional tax provision - 39.5
Others 43.1 113.3
Income tax expense 314.2 1,367.8
24 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 periods presented, the Company's strategy has been unchanged. The credit rating was unchanged and the gearing ratios as
at the period ends were as follows:
Net Debt* - -
Total equity 1,43,896.1 1,58,575.0
Net debt to equity ratio - -
* As at 31 March 2020 and 31 March 2019, cash and cash equivalents exceeds total borrowings and hence net debt as at 31 March 2020
and 31 March 2019 has been considered zero for the purpose of calculation of net debt to equity ratio.
Loan covenants
Not applicable, since the company does not have covenants under the facilities availed.
25 Dividends
Equity shares
Final dividend paid during the year Rs. 0.375 per fully paid share (31 March 2019 of 1,390.9 1,389.4
Rs. 0.375 per fully paid share)
Dividends not recognised at the end of the reporting period
For the year end 31 March 2019 the directors had recommended the payment of a final - 1,390.2
dividend of Rs. 0.375 per fully paid equity share.
26 Contingent liabilities
Other money for which is contingently liable
Demand from Bombay Electric Supply and Transport for electricity charges 19.6 19.6
Disputed claims made by clients 393.9 274.7
Disputed income tax demands 459.1 1,698.3
Disputed service tax demands 254.6 251.1
Guarantees given to banks and others on behalf of subsidiaries 99,314.6 71,897.7
Security for outstanding borrowing of HKD 115 million, Availed by Travel Circle 5,014.0 5,014.0
International Limited, Hong-Kong (wholly-owned subsidiary) by creating a Charge on
the investment of 59,523,801 shares of HKD1 each held in Travel Circle International
Limited aggregating to HKD 59,523,801 in favour of State Bank of India, Hong-Kong
Disputed demand of penalty from Stamp duty authority (refer note 26 (c)) 250.0 -
Chennai Airport ED matter (refer note 26 (d)) 616.0 -
Disputed demand for increase in rent raised by Brihanmumbai Municipal Corporation - 754.4
(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) Pursuant to the approval of the National Company Law Tribunal and the Composite Scheme of Arrangement and Amalgamation
between Thomas Cook (India) Limited and various other companies (the “Scheme”) becoming effective on 25 November 2019 and
operative from the Appointed Date, i.e. 1 April 2019, the Company filed the application for adjudication for the stamp duty on the
Scheme with the Revenue office of the Sub-Registrar of Assurances (Sub-Registrar). The Sub-Registrar has imposed a penalty of
Rs. 250.0 lakhs. The Company has filed an objection with the Sub-Registrar disputing the duty amount calculation and the penalty,
stating that the interim demand notice required reconsideration.
(d) In response to a Show Cause Notice issued by The Enforcement Directorate (ED), Chennai, on Thomas Cook (India) Limited and
TC Forex 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, respectively imposed a penalty of Rs. 450.0 lakhs on the Company and its
Officer and of Rs. 166.0 lakhs on TCF and its Officer. The Company is in the process of filing Appeals against the aforesaid orders in
the Appellate Tribunal, Delhi.
(e) The Hon’ble Supreme Court of India (“SC”) by their order dated 28 February 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 is pending before the SC for disposal.
Management has accounted for the liability for the period from date of the SC order to 31 March 2019. Further, pending decision
on the subject review petition 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.
27 Commitments
Capital commitments
Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:
Estimated value of contracts on capital account remaining to be executed 47.2 277.5
28 Leases
(a) Financing leases: *
31 March 2019
(i) Minimum Lease Payments payable
Not later than one year 18.0
Later than one year but not later than five years 55.3
73.3
(ii) Present Value of Minimum Lease Payments payable
Not later than one year 11.8
Later than one year but not later than five years 47.1
58.9
(iii) Reconciliation of Minimum Lease Payments and their Present Value
Minimum Lease Payments Payable as per (i) above 73.3
Less: Finance Charges to be recognised in subsequent years 14.4
Present Value of Minimum Lease Payments payable as per (ii) above 58.9
(iv) Finance Charges recognised in the Statement of Profit and Loss 6.0 F i n a n c i a l S tat e m e n t s
29 Fair value measurements

Financial instruments by category
31 March 2020 31 March 2019
FVTPL FVOCI Amortised FVTPL FVOCI Amortised
cost cost
Financial assets
Equity instruments - Investment 2,971.5 - - 9.6 - -
Mutual funds - - - - - -
Security Deposits - - 3,598.3 - - 2,111.2
Deposits with banks with more than 12 months - - 5,124.8 - - 1,895.4
maturity
Trade receivable - - 15,712.1 - - 33,544.4
Cash and cash equivalents - - 36,572.0 - - 37,742.2
Others - - 36,917.1 - - 36,541.1
Total financial assets 2,971.5 - 97,924.3 9.6 - 1,11,834.3
Borrowings - - 7,999.8 - - 2,216.6
Trade payable - - 74,751.0 - - 81,716.4
Lease liabilities - - 4,176.6 - - -
Others - - 4,511.6 - - 4,590.6
Total financial liabilities - - 91,439.0 - - 88,523.6
Note: The above excludes investments in Subsidiary amounting to Rs. 92,340 (previous year Rs. 107,958.1)
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.
Financial assets and liabilities measured at fair value - Level 1 Level 2 Level 3 Total
recurring fair value measurements as at 31 March 2020
Financial assets
Financial investments at FVTPL
JIK Industries Limited * - - -
Weizmann Limited * - - -
Karma Energy Limited * - - -
Weizmann Forex Limited * - - -
Visa Inc - 9.6 - 9.6
Quess Corp Limited 2,961.9 - - 2,961.9
Total financial assets 2,961.9 9.6 - 2,971.5
Financial assets and liabilities which are measured at Level 1 Level 2 Level 3 Total
amortised cost for which fair values are disclosed as at
31 March 2020
Financial assets
Security deposits - 3,598.3 - -
Total financial assets - 3,598.3 - -
Borrowings - 7,999.8 - -
Total financial liabilities - 7,999.8 - -
Financial assets and liabilities measured at fair value - Level 1 Level 2 Level 3 Total
recurring fair value measurements as at 31 March 2019
Financial assets
JIK Industries Limited * - - -
Weizmann Limited * - - -
Karma Energy Limited * - - -
Weizmann Forex Limited * - - -
Visa Inc - 9.6 - 9.6
Total financial assets and liabilities - 9.6 - 9.6
Financial assets and liabilities which are measured at Level 1 Level 2 Level 3 Total
amortised cost for which fair values are disclosed as at
31 March 2019
Financial assets
Security deposits - 2,111.2 - 2,111.2
Total financial assets - 2,111.2 - 2,111.2
Borrowings - 2,216.6 - 2,216.6
Total financial liabilities - 2,216.6 - 2,216.6
* Amount is below the rounding off norm adopted by the Company.
Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This
is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
• the use of quoted market prices
• the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
• the foreign exchange forward contracts are marked to market using forward FEDAI rates pertaining to the date of maturity of
the contract at the balance sheet date.
• Discount rates to fair value of financial assets and liabilities at amortised cost is based on general lending rate.
(iii) Fair value of financial assets and liabilities measured at amortised cost
31 March 2020 31 March 2019
Carrying Fair value Carrying Fair value
amount amount
Financial assets
Security deposits 3,598.3 3,598.3 2,111.2 2,111.2
Non current borrowings 550.4 550.4 1,414.6 1,414.6
Loan from realted party 550.4 550.4 1,100.8 1,100.8
Term Loan - - 266.7 266.7
Finance Lease - - 47.1 47.1
The carrying amounts of Accrued revenue, insurance claim receivable, advance to related parties, current borrowings, trade
payables, trade receivable, other financial liabilities, cash and cash equivalents and other bank balances are considered to be the
same as their fair values due to their short-term nature.
30 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.
(A) Credit risk
The company is exposed to credit risk, which is the risk that counterparty will default on its contractual obligation resulting in a
financial loss to the company. To manage this, the company periodically assesses the financial reliability of customers, taking into
account the financial conditions, current economic trends, analysis of historical bad debts and ageing of accounts receivable as of
different reporting periods.
Analysis of trade receivables ageing of last 5 years
Particulars Less than 1 year More than 1 year Total
31 March 2020 15,882.3 2,087.2 17,969.5
31 March 2019 34,871.8 1,031.5 35,903.3
31 March 2018 37,173.0 1,388.0 38,561.0
31 March 2017 22,599.1 398.2 22,997.3
31 March 2016 18,597.5 1,351.4 19,948.9
Reconciliation of loss allowance provision – trade receivables

Reconciliation of loss allowance Amount
Loss allowance on 31 March 2018 1,819.9
Changes in loss allowance 539.0
Changes in loss allowance (101.5)
(B) Market risk
(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
the interbank market, or through forward contracts, thereby ensuring that there are minimal open positions. In the Leisure
Travel Outbound business, package prices are denominated partly in the functional currency of the Company, Indian Rupees
(INR), and partly in foreign currencies. The portion of customer collection in foreign currencies, which is parked in Nostro bank
accounts, is used to pay off vendor liabilities, denominated in foreign currencies, thereby creating a natural hedge. As a result,
the risk related to foreign currency exchange rate fluctuation is insignificant.
(a) Foreign currency risk exposure:

The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR, are as follows
EUR GBP USD Others EUR GBP USD Others
Cash and Bank balances 7,707.3 3,246.1 28,555.8 9,796.3 14,294.9 5,376.0 30,927.9 6,377.8
Other financial assets - 29.6 2,753.4 106.3 (2,358.0) 239.4 5,955.7 1,448.1
Trade payables and other (13,277.1) (5,900.2) (31,621.2) (11,173.9) (13,600.5) (5,928.3) (29,729.7) (11,348.2)
financial liabilities
Gross exposure (5,569.8) (2,624.5) (312.0) (1,271.3) (1,663.6) (312.9) 7,153.9 (3,522.3)
Forward contracts 7,308.0 4,091.9 (2,492.3) 2,094.2 2,418.6 524.9 (6,465.5) 4,341.7
Net exposure * 1,738.2 1,467.4 (2,804.3) 822.9 755.0 212.0 688.4 819.4
* Net Exposure of Rs. 1,224.2 lakhs (Previous year Rs. 2,474.8 lakhs) is due to the Accrued Income which is included in balance
sheet. The Company will cover this exposure on actual receipt of foreign currency amount.
(b) Sensitivity:
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments and from foreign forward exchange contracts.
Impact on profit after tax Impact on other components of equity
31 March 2020 31 March 2019 31 March 2020 31 March 2019
Strengthening Weakening Strengthening Weakening Strengthening Weakening Strengthening Weakening
Effect in INR
1% movement *
EUR 11.4 (11.4) 4.9 (4.9) - - - -
GBP 9.6 (9.6) 1.4 (1.4) - - - -
USD (18.4) 18.4 4.5 (4.5) - - - -
*Holding all other variables constant

(ii) Interest rate risk exposure
The exposure of the company's borrowing to interest rate changes at the end of the reporting period are as follows:
Variable rate borrowings 4,518.6 790.4
As at the end of the reporting period, the company had the following variable rate borrowings:
Weighted Balance % of Weighted Balance % of
average total average total
interest rate loans interest rate loans
Bank overdrafts 7.8% 4,518.6 52.8% 9.0% 790.4 23.9%
Net exposure to cash flow interest rate risk 4,518.6 790.4
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
Changes in interest rate are based on historical movement.
Particulars Impact on profit after tax
31 March 2020 31 March 2019
Interest rates - increase by 100 basis points * (45.2) (11.6)
Interest rates - decrease by 100 basis points * 45.2 11.6
* Holding all other variables constant
(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 13,89,571
shares in Quess Corp Limited held by Thomas Cook Employee Benefit Trust (Branch), the company does not have any other
material equity investments, 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.
(i) Financing arrangements
Floating rate
- expiring within one year (bank overdraft) 4,518.6 790.4
4,518.6 790.4
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.
(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.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances as the impact of discounting is not significant.
Contractual maturities of financial liabilities < 1 year Between 1 > 2 years Total
and 2 years
31 March 2020
Borrowings 7,999.8 550.4 - 8,550.2
Lease Liabilities 833.7 810.7 2,532.2 4,176.6
Trade payables 74,751.0 - - 74,751.0
Other financial liabilities 3,114.0 44.5 21.3 3,179.8
Total liabilities 86,698.5 1,405.6 2,553.5 90,657.6
Contractual maturities of financial liabilities < 1 year Between 1 > 2 years Total
and 2 years
31 March 2019
Borrowings 1,885.8 830.3 584.2 3,300.3
Trade payables 81,716.4 - - 81,716.4
Other financial liabilities 2,114.4 30.3 37.4 2,182.1
Total liabilities 85,716.6 860.6 621.6 87,198.8
31 Related party transactions

(a) Parent entities
The Company is controlled by the following entity:
Name Place of Ownership interest (%)
incorporation
31 March 2020 31 March 2019
Fairbridge Capital (Mauritius) Limited, Mauritius (“FCML”) (FCML Mauritius 65.6% 66.9%
is wholly owned and controlled by Fairfax Financial Holdings
Limited, Canada, the ultimate holding company)
(b) Name of the related party and related party relationship

Sr Name of Entity Note Place of Business/country Relationship
No of incorporation
1 Travel Corporation (India) Limited (formerly known as SOTC India Subsidiary
Travel Management Private Limited)
2 TC Visa Services (India) Ltd India Subsidiary
3 Travel Circle International Ltd (formerly known as Luxe Asia Hong Kong Subsidiary
Travel (China) Limited)
4 SOTC Travel Ltd India Subsidiary
5 SITA World Travel (Nepal) Private Limited 1 Nepal Subsidiary
6 Sterling Holiday Resorts Limited (SHRL) India Subsidiary
7 Sterling Holidays (Ooty) Limited 3 India Subsidiary
8 Sterling Holidays Resorts (Kodaikannal) Limited 3 India Subsidiary
9 Nature Trails Resorts Private Limited 3 India Subsidiary
10 Thomas Cook (Mauritius) Holding Company Limited Mauritius Subsidiary
11 Thomas Cook (Mauritius) Operations Company Limited 4 Mauritius Subsidiary
12 Thomas Cook (Mauritius) Holidays Limited 4 Mauritius Subsidiary
13 Thomas Cook Lanka (Private) Limited Sri-Lanka Subsidiary
14 Luxe Asia (Private) Limited 5 Sri-Lanka Subsidiary
15 TC Tours Limited India Subsidiary
16 Jardin Travel Solutions Limited India Subsidiary
17 Borderless Travel Services Limited India Subsidiary
18 Indian Horizon Marketing Services Limited India Subsidiary
19 Travel Circle International (Mauritius) Ltd 2 Mauritius Subsidiary
20 Horizon Travel Services LLC USA Subsidiary
21 Kuoni Australia Holding Pty Ltd 8 Australia Subsidiary
22 Australia Tours Management Pty Ltd 10 Australia Subsidiary
23 Asian Trail Holdings Ltd 8 Mauritius Subsidiary
24 Asian Trails International Travel Services (Beijing) Ltd 6 Beijing Subsidiary

("ATITS") (Formerly known as Kuoni Destination Management
(Beijing) Limited upto 02 Aug 18)
25 Asian Trails Tours Ltd 6 Myanmar Subsidiary
26 Asian Trails Co. Ltd 6 Cambodia Subsidiary
27 AT Lao Co. Ltd 6 Laos Subsidiary
28 PT Asian Trails Ltd 6 Indonesia Subsidiary
29 Asian Trails SDN BHD 6 Malaysia Subsidiary
Sr Name of Entity Note Place of Business/country Relationship

No of incorporation
30 Asian Trails (Vietnam) Co. Ltd 6 Vietnam Subsidiary
31 Asian Trails Ltd 6 Thailand Subsidiary
32 Asian Trails Singapore Pte. Ltd. 6 Singapore Subsidiary
33 Chang Som Ltd 11 Thailand Subsidiary
34 Reem Tours & Travels LLC 8 Dubai Subsidiary
35 Gulf Dunes LLC 8 Dubai Subsidiary
36 Gulf Dunes Tourism LLC 12 Oman Subsidiary
37 Desert Adventures Tourism LLC 8 Dubai Subsidiary
38 Muscat Desert Adventures Tourism LLC 9 Oman Subsidiary
39 Desert Adventures Tourism Ltd 9 Jordan Subsidiary
40 Kuoni Private Safaris (Pty.) Ltd 8 South Africa Subsidiary
41 Kuoni Private Safaris Namibia (Pty.) Ltd 13 Namibia Subsidiary
42 Private Safaris (East Africa) Ltd 8 Kenya Subsidiary
43 ATC Travel Services (Beijing) Limited 15 China Subsidiary
44 DEI Holdings Limited 8 Jafza Subsidiary
45 Digiphoto Entertainment Imaging LLC 14 UAE Subsidiary
46 Digiphoto Entertainment Imaging SDN. BHD. 14 Malaysia Subsidiary
47 Digiphoto Entertainment Imaging Pte Limited 14 Singapore Subsidiary
48 PT. Digiphoto Imaging Indonesia 14 Indonesia Subsidiary
49 Digiphoto Entertainment Image (Shanghai) Co. Limited 14 China Subsidiary
50 Digiphoto Entertainment Imaging Limited 14 Hongkong Subsidiary
51 Digiphoto Imaging (Macau) Limited 14 Macau Subsidiary
52 DEI Solutions Limited 14 Mauritius Subsidiary
53 Digiphoto SAE 14 Egypt Subsidiary
54 Digiphoto Entertainment Imaging Co. Ltd 14 Thailand Subsidiary
55 D E I General Trading LLC 14 UAE Subsidiary
56 Digi Photo Electronics Repairing LLC 14 UAE Subsidiary
57 TravelJunkie Solutions Pvt .Ltd. 16 India Associate
58 TCI-Go Vacation India Pvt Ltd 17 India Associate
59 SITA World Travel Lanka (Private) Limited 1 srilanka Subsidiary
60 Digiphoto Entertainment Imaging LLC (USA) 14 USA Subsidiary
61 BDC Digiphoto Imaging Solutions Private Limited 14 India Subsidiary
62 Panorama Destination (vietnam) JV Ltd 18 Vietnam Associate
63 Thomas Cook In Destination Management (Thailand) Limited 7 Thailand Associate
Notes
1 These Companies are subsidiaries of Travel Corporation (India) Limited and step down subsidiaries of Thomas Cook (India)
Limited
2 These Companies are subsidiaries of SOTC Travel Ltd and step down subsidiaries 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
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 was an Associate of Asian Trails Holding Ltd and step down Associate of Thomas Cook (India) Limited) till
2 January 2020. Effective from 3 January 2020 it became subsidiary of the Asian Trails Holdings Ltd and step down subsidiary
of Thomas Cook (India) Limited
The share option outstanding account is used to recognised the grant date fair value of options issued to employees under
the company's Employee stock option plan. This includes options issued to the employees of the subsidiaries.
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)
(c) Other related parties with whom the Company had transactions during the year
Fellow subsidiaries:
- Fairbridge Capital Private Limited
- Fairfax India Charitable Foundation
Associate of Fairbridge Capital (Mauritius) Limited (wef 1 April 2019)
- Quess Corp Limited
Subsidiaries of Quess Corp Limited
- Co-Achieve Solutions Private Limited
- Allsec Technologies Limited
Associate of Quess Corp Limited
- Terrier Security Services (India) Private Limited
Entities where Director is Common
- Bangalore International Airport Ltd
- Cedar Management Consulting Pvt. Ltd

(d) Key management personnel ("KMP")
Madhavan Menon - Chairman and Managing Director
Mahesh Iyer - Executive Director and Chief Executive Officer
Brijesh Modi - Chief Financial Officer
Amit Parekh - Company Secretary & Compliance Officer
Megha Sekharan - Company Secretary of TC Travel Services Limited merger with Thomas cook (India) Limited wef 1 April 2019
Tanmay Bidikar - Company Secretary of TC Forex Services Limited merger with Thomas cook (India) Limited wef 1 April 2019)
(e) Senior management personnel ("SMP")

R. R. Kenkare
Debasis Nandy
Rajeev Kale
Amit Madhan
Mona Cheriyan
Abraham Alapatt
Indiver Rastogi
(f) Non-Executive Director ("NED")
Kishori Udeshi
Nilesh S. Vikamsey
Sunil B. Mathur
Pravir Vohra
Chandran Ratnaswami
Harsha Raghavan (till 24 May 2018)
Sumit Maheshwari (w.e.f 27 September 2018)
(g) Relatives of key management personnel:
Lili Menon
(h) Key Management personnel compensation @

Short-term employee benefits 1,155.5 1,189.4
Post-employment benefits ** **
Long-term employee benefits - -
Employee share-based payment ** **
** These amounts are included in the respective notes specifying the total amount of benefits paid.
(i) Transactions with related parties for FY 2019-20
The following transactions occurred with related parties:
Particulars Ultimate Holding Subsidiaries Fellow Associates KMP / SMP Relative Other
Holding Company subsidiaries / Joint / NED of KMP Related
Company Venture Parties
Facilities and Support Services
Provided
Travel Corporation (India) - - 32.8 - - - - -
Limited
TC Visa Services (India) Limited - - 35.6 - - - - -
SOTC Travel Ltd - - 74.4 - - - - -
TC Tours Limited - - 162.0 - - - - -
Quess Corp Limited - - - - - - - 29.1
Horizon Travel services LLC - - 79.9 - - - - -
Desert Adventures Tourism LLC - - 110.5 - - - - -
Sterling Holiday Resorts - - 1.6 - - - - -
Limited
Sale of Service
Thomas Cook (Mauritius) - - 2.8 - - - - -
Holidays Limited
Limited
SOTC Travel Ltd - - 2,103.6 - - - - -
Sterling Holiday Resorts Ltd - - 236.7 - - - - -
Mr. Madhvan Menon - - - - - 9.0 - -
Mr. Mahesh Iyer - - - - - 4.2 - -
Mr. Sunil Mathur - - - - - 4.5 - -
Mr. Sumit Maheshwari - - - - - 4.1 - -
Mr. Pravir Vohra - - - - - 0.4 - -
Tci Go Vacation India Pvt Ltd - - - - 7.7 - - -
Data processing fees
Travel Circle International Ltd - - 26.9 - - - - -
Corporate Guarantee Fees
Limited
SOTC Travel Ltd - - 5.3 - - - - -
Asian Trails Ltd - - 2.9 - - - - -
TC Tours Limited - - (0.7) - - - - -
Travel Circle International - - 25.7 - - - - -
Mauritius Limited
Digiphoto Entertainment - - 5.5 - - - - -
Imaging LLC
Management Consultancy
Services (income)
Limited
Holidays Limited
Operations Ltd
SOTC Travel Ltd - - 1,245.1 - - - - -
Private Safaris (East Africa) Ltd - - 57.7 - - - - -
Kuoni Private Safaris (Pty.) - - 57.7 - - - - -
Ltd. (SA)
Kuoni Australia Holding pty. Ltd - - 10.9 - - - - -

Asian Trails Holding Ltd - - 97.8 - - - - -
TC Tours Limited - - 465.0 - - - - -
Interest on Loan Received
Jardin Travel Solutions Limited - - 12.6 - - - - -
PLB Passback Income
TC Tours Limited - - 1,879.4 - - - - -
SOTC Travel Ltd - - 15.1 - - - - -
IATA Commission Income
TC Tours Limited - - 252.8 - - - - -
Agent Markup Income
TC Tours Limited - - 227.9 - - - - -
Online Portal Income-Project
Astra
SOTC Travel Ltd - - 213.0 - - - - -
Services Availed
Holidays Limited
TC Tours Limited - - 1,41,006.7 - - - - -
TC Visa Services (India) Limited - - 10,276.0 - - - - -
Luxe Asia Private Limited - - 257.1 - - - - -
Asian Trails Ltd - - 408.0 - - - - -
Australia Tours Management - - 1,879.2 - - - - -
Pvt Ltd
CHANG SOM Limited - - 110.6 - - - - -
Private Safaris (East Africa) Ltd - - 1,616.4 - - - - -
Horizon Travel services LLC - - 2,260.0 - - - - -
Services (Expense)
SOTC Travel Ltd. - - 182.7 - - - - -
Horizon Travel Services LLC - - 54.5 - - - - -
Received
SOTC Travel Ltd - - 11.0 - - - - -
Investment Push Down - via
Stock Options
Limited
Limited
TC Tours Limited - - 2.8 - - - - -
SOTC Travel Ltd - - 44.3 - - - - -
Investment Push Down - via
ESOPs
Limited
Limited
SOTC Travel Ltd - - 249.0 - - - - -
Other professional charges
(Outsourced staff)
Quess Corp Limited - - - - - - - 1,083.5
Terrier Security Services (India) - - - - - - - 518.7
Private Limited
Co-Achieve Solutions Private - - - - - - - 4.8
Limited
Allsec Technologies Limited - - - - - - - 0.5
Interest on Loan Paid
SOTC Travel Ltd - - 138.2 - - - - -
Repayment of Loan from
Subsidiary
SOTC Travel Ltd - - 550.4 - - - - -
Repayment of Loan to
Subsidiary
Key Management Personnel
Madhavan Menon - - - - - 605.0 - -
Mahesh Iyer - - - - - 334.2 - -
Brijesh Modi - - - - - 164.0 - -
Amit Parekh - - - - - 52.3 - -
Senior Management personnel
R. R. Kenkare - - - - - 226.6 - -
Debasis Nandy - - - - - 242.5 - -
Rajeev Kale - - - - - 181.5 - -
Amit Madhan - - - - - 191.1 - -
Mona Cheriyan - - - - - 429.2 - -
Abraham Alapatt - - - - - 157.0 - -
Indiver Rastogi - - - - - 180.1 - -
Sitting fees to Non-Executive
Director
Kishori Udeshi - - - - - 23.8 - -
Nilesh S. Vikamsey - - - - - 18.3 - -
Sunil B. Mathur - - - - - 23.3 - -
Pravir Vohra - - - - - 24.0 - -
Commission to Non-Executive
Director
Kishori Udeshi - - - - - 13.6 - -
Sunil B. Mathur - - - - - 13.6 - -

Pravir Vohra - - - - - 13.6 - -
Rent Expense
Lili Menon - - - - - - 19.3 -
Bangalore International Airport - - - - - - - 1,930.6
Ltd
Security deposits given during
the year
Ltd
Reimbursement of Expenses
(Net)
Limited
Thomas Cook Lanka (Private) - - 26.0 - - - - -
Limited
SOTC Travel Ltd - - 107.1 - - - - -
Ltd. (SA)
Operations Ltd
Fairfax Financial Holding 24.5 - - - - - - -
Limited
Imaging LLC
Dividend remitted
Fairbridge Capital (Mauritius) - 930.6 - - - - - -
Limited
Outstanding payables
TC Tours Limited - - 7,088.9 - - - - -
Holidays Limited
SOTC Travel Ltd - - 120.3 - - - - -
Australia Tours Management - - 101.4 - - - - -
Pvt Ltd
Limited
Co-Achieve Solutions Private - - - - - - - 0.3
Limited
Terrier Security Services (India) - - - - - - - 6.0
Private Limited
Bangalore International Airport - - - - - - - 288.5
Ltd
Loan payable
SOTC Travel Ltd - - 1,100.8 - - - - -
Interest on Loan payable
SOTC Travel Ltd - - 7.8 - - - - -
Outstanding receivables
TC Tours Limited - - 2,249.0 - - - - -
SOTC Travel Ltd - - 608.7 - - - - -
Limited
Limited
Ltd. (SA)
Operations Ltd
Mauritius Limited
Kuoni Australia Holding pty. Ltd - - 10.9 - - - - -
Borderless Travel Services Ltd - - 10.2 - - - - -
Imaging LLC
Holidays Limited
Fairfax India Charitable - - - 2.0 - - - -
Foundation
Fairfax Financial Holdings 6.4 - - - - - - -
Limited
TCI-GO Vacation India Private - - - - 0.3 - - -
Limited
Deposit Receivable
Lili Menon - - - - - - 165.0 -

Ltd
Loan receivable
Interest on Loan receivable
@ Gratuity is contributed for the Company as a whole and hence excluded.
(i) Transactions with related parties for FY 2018-19

The following transactions occurred with related parties:
Particulars Ultimate Holding Subsidiaries Fellow Associates KMP / SMP / Relative of Other
Holding Company subsidiaries / Joint NED KMP Related
Provided
Limited
SOTC Travel Ltd - - 461.7 - - - - -
Sale of Service
Limited
Fairfax Financials Holdings 1.3 - - - - - - -
Limited
Holidays Limited
Limited
SOTC Travel Ltd - - 3,645.6 - - - - -
Quess Corp Limited - - - - 268.4 - - -
Sterling Holiday Resorts Limited - - 162.4 - - - - -
Cedar Management Consulting - - - - - - - 76.6
Pvt. Ltd
Data processing fees
Corporate Guarantee Fees
Limited
SOTC Travel Ltd - - 31.9 - - - - -
(Mauritius) Limited
Services (income)
Limited
Holidays Limited
SOTC Travel Ltd. - - 1,011.0 - - - - -
Kuoni Private Safaris (Pty.) Ltd. - - 40.2 - - - - -
Received
SOTC Travel Ltd - - 8.9 - - - - -
PLB Incentive Income
Services Availed
Holidays Limited
TC Tours Limited - - 1,79,585.1 - - - - -
TC Visa Services (India) Limited - - 9,990.7 - - - - -
SOTC Travel Ltd - - 18.1 - - - - -
Asian Trails Ltd - - 103.7 - - - - -
Australia Tours Management - - 2,667.7 - - - - -
Pty Ltd
Chang Som Ltd - - 677.7 - - - - -
Kuoni Private Safaris (Pty.) Ltd. - - 35.3 - - - - -
Co-Achieve Solutions Private - - - - 10.8 - - -
Limited
Terrier Security Services (India) - - - - 4.7 - - -
Private Limited
Services (Expense)
SOTC Travel Ltd. - - 151.1 - - - - -
Other professional charges
(Outsourced staff)
Quess Corp Limited - - - - 1,170.1 - - -
Private Limited
ESOP Push Down
Limited
SOTC Travel Ltd - - 205.4 - - - - -
Dividend remitted
Limited
Key Management Personnel
Madhavan Menon - - - - - 611.0 - -
Mahesh Iyer - - - - - 352.1 - -

Brijesh Modi - - - - - 145.6 - -
Amit Parekh - - - - - 54.2 - -
Megha Sekharan - - - - - 21.2 - -
Tanmay Bidikar - - - - - 5.3 - -
Senior Management personnel
R. R. Kenkare - - - - - 189.1 - -
Debasis Nandy - - - - - 216.5 - -
Rajeev Kale - - - - - 181.0 - -
Amit Madhan - - - - - 152.2 - -
Mona Cheriyan - - - - - 182.5 - -
Abraham Alapatt - - - - - 160.6 - -
Indiver Rastogi - - - - - 168.5 - -
Sitting fees to Non-Executive
Director
Kishori Udeshi - - - - - 35.9 - -
Sunil B. Mathur - - - - - 31.1 - -
Mahendra Kumar Sharma - - - - - 33.8 - -
Rent Expense
Lili Menon - - - - - - 19.3 -
Reimbursement of Expenses
(Net)
Limited
TC Tours Limited - - 523.0 - - - - -
Limited
SOTC Travel Ltd - - 101.4 - - - - -
Operations Company Limited
Purchase of Equity Share
Capital
TC Tours Limited (stake in TC - - 300.0 - - - - -
Travel)
Sterling Holiday Resorts Limited - - 1,669.2 - - - - -
(stake in TCI)
Investment in Preference
Shares
(OCCRPS)
Travel Circle International - - 5,014.0 - - - - -
Limited
Loan given
Interest on loan given
Loan repaid
TC Tours Limited - - 1,116.8 - - - - -
Loan taken
SOTC Travel Limited - - 1,651.2 - - - - -
Interest on loan taken
SOTC Travel Limited - - 7.2 - - - - -
Redemption of Investment in
Preference shares
Outstanding payables
TC Tours Limited - - 17,881.4 - - - - -
Holidays Limited
SOTC Travel Ltd - - 307.6 - - - - -
CoAchieve Solutions Private - - - - 68.8 - - -
Limited
SITA World Travel Lanka (Pvt) - - 7.5 - - - - -
Limited
Private Limited
Australia Tours Management - - 246.9 - - - - -
Pty Ltd
Outstanding receivables
Indian Horizon Marketing - - 26.0 - - - - -
Services Limited
TC Tours Limited - - 697.2 - - - - -
Operations Company Limited
Limited
Limited
Fairbridge Capital Private - - - 0.5 - - - -
Limited
Kuoni Private Safaris (Pty.) Ltd - - 3.3 - - - - -
SOTC Travel Ltd - - 501.5 - - - - -

Fairfax India Charitable - - - 2.0 - - - -
Foundation
Fairfax Financials Holdings 83.3 - - - - - - -
Limited
Borderless Travel Services - - 10.2 - - - - -
Limited
TCI-Go Vacation India Pvt Ltd - - - - 1.5 - - -
SITA World Travel (Nepal) - - 0.6 - - - - -
Private Limited
Loan receivable
Interest on Loan receivable
Loan payable
Interest Payable to related
party
SOTC Travel Limited - - 7.2 - - - - -
Deposit Receivable
Lili Menon - - - - - - 165.0 -
@ Gratuity is contributed for the Company as a whole and hence excluded.
32 Transfer pricing
The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing
legislation under Sections 92-92F of the Income-tax Act. Since the law requires existence of such information and documentation to
be contemporaneous in nature, the Company is in the process of updating the documentation for the international as well as specified
domestic transactions (if applicable) entered into with the associated enterprise during the financial year and expects such records to
be in existence latest by the end of the stipulated timeline, as required by law. The Management is of the opinion that its international
as well as specified domestic transactions (if any) are at arm’s length so that the aforesaid legislation will not have any impact on the
financial statements, particularly on the amount of tax expenses and that of provision for taxation.
33 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 14 December 2010, by the shareholders as at
and for the year ended 31 March 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 Lakh) 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 3,000,000 (Thirty Lakh) 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 25 October 2013. The Scheme is in accordance
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
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 24 January 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 30 July 2014:
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 24 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 30 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 11
April 2018 through Postal ballot by the shareholders. The Scheme is regulated 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
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 11 April 2018 through Postal ballot by
the shareholders. The Scheme is regulated 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.
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 at the end of 5 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.
The details pertaining to number of options, weighted average price and assumptions considered for fair value are disclosed below:
31 March 2020 31 March 2019
Weighted Number of Weighted Number of
Average options Average options
Exercise price Exercise price
Options outstanding at the beginning of the year 62.9 50,61,806.0 73.7 21,31,539.0
Options granted during the year - - 66.4 38,30,196.0
Exercised during the year 63.4 1,91,059.0 107.2 5,20,934.0
Forfeited during the year 112.7 3,23,630.0 97.8 3,78,995.0
Options outstanding at the end of the year 59.3 45,47,117.0 62.9 50,61,806.0
Options vested and exercisable at the end of the year 150.1 4,26,257.0 123.9 6,93,288.0
The average share price at the date of exercise of options exercised during the year ended 31 March 2020 was Rs. 141.08
(31 March 2019 - Rs. 244.57)
Share options outstanding at the end of the year have the following expiry date and exercise prices
Grant Date Expiry date/Expiry Year Exercise price 31 March 2020 31 March 2019
(Rs.) Share options # Share options
05 September 2013 03 September 2023 49.3 43,510 68,350
25 August 2015 22 August 2025 165.9 3,54,819 4,48,804
07 November 2016 01 November 2040 1.0 7,46,448 7,46,448
08 October 2014 02 October 2038 1.0 - 1,00,000
24 January 2013 22 January 2021 80.0 3,078 9,234
30 July 2014 28 July 2022 108.5 23,850 66,900
13 June 2018 10 June 2031 137.9 13,08,400 14,65,400
01 September 2018 29 August 2031 125.1 1,82,573 2,21,008
05 October 2018 29 September 2043 1.0 16,52,474 17,03,697
23 January 2019 17 January 2043 1.0 2,31,965 2,31,965
Total # 45,47,117 50,61,806
Weighted average remaining contractual 19.4 years 19.0 years
life of options outstanding at end of year
# as per the composite scheme of arrangement and demerger of human resource business of the Company, on exercise, in addition
to allotted options of the Company's shares, employees are also eligible for Quess shares as per the share entitlement ratio of 1889 :
10000.
Modification of share based payment:
On merger of Thomas Cook Insurance Services
In the course of business combination effective from 18 August 2015 as per the court scheme, under which Sterling was merged with
Thomas Cook Insurance services, 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. Fair value of the
replacement options issued by the company are calculated using the inputs disclosed in inputs table.
On implementation of Composite Scheme of arrangement and Demerger of Human Resource Business
As per the composite scheme, the Company has demerged it's 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 1 April 2019.
The effective date of the scheme was 25 November 2019 when both TCIL and Quess filed the certified copies of the order with their
respective jurisdictional Registrar of Companies.
As a part of the composite scheme, employees of the Group whose options were outstanding on the effective date will be entitled to
the additional shares of Quess on account of the demerger of Human Resource Business of the Company. Instead of altering the exercise
price, the Company has provided additional award in form of Quess shares. Hence, The eligible employees are now entitled to shares
of Quess along with shares 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 options, 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 as share based payments and
are accounted as per Ind AS 102. The grant of Quess shares is considered to be modification of ESOP Schemes, there is no impact of
modification for the year ended 31 March 2020 in the statement of profit and loss.
Expenses/shares option outstanding account arising from share based payment transactions
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were as
follows:
Employee option plans 689.2 521.6
Employee Stock Expenses 74.9 -
Shares option outstanding account 2,181.7 2,451.2
Stock Liability Outstanding Liability 1,771.9 -
34 Segment Information
(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 four
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
Human resource services Includes staffing services, facilities management services, selection services, training fees, food
service and engineering service
(b) Segment Revenue
Financial Services 27,606.4 25,630.7
Travel and related services 1,84,864.2 2,01,360.1
Human resource services - 318.9
Total 2,12,470.6 2,27,309.7
(c) Segment Results
Travel and related services 4,250.6 6,185.9
Total 14,015.6 14,556.4
Less: Unallocated Corporate Expenditure 9,650.8 7,144.9
Less: Interest Expense 4,041.3 3,962.1
Profit / (Loss) before exceptional Items and Tax 323.5 3,449.4
Add: Exceptional Items (2,500.0) -
Profit / (Loss) from ordinary activities before tax (2,176.5) 3,449.4
(d) Segment Assets
Human resource services - 16,740.0
Total 1,06,597.0 1,56,775.8
Add: Common Assets 1,52,093.3 1,22,887.2
Total 2,58,690.3 2,79,663.0
(e) Segment Liabilities

Total 93,671.3 1,14,765.4
Add: Common Assets 21,123.0 6,322.5
Total 1,14,794.3 1,21,087.9
35 Earnings per share
(a) Basic earnings per share
Basic earnings per equity share after exceptional items (0.67) 0.56
Basic earnings per equity share before exceptional items 0.00 0.56
(b) Diluted earnings per share
Diluted earnings per equity share after exceptional items (0.67) 0.56
Diluted earnings per equity share before exceptional items 0.00 0.56
(c) Reconciliation of earnings used in calculating earnings per share
Basic earnings
(Loss) / Profit after tax and exceptional items attributable to equity share holders (2,490.7) 2,081.6
of the company for basic and diluted EPS
(Loss) / Profit after tax but before exceptional items tax attributable to equity share 9.3 2,081.6
holders of the company for basic and diluted EPS
(d) Weighted average number of shares used as the denominator
Particulars 31 Mar 2020 31 March 2019
Number of shares Number of shares
Weighted average number of equity shares used as the denominator in calculating 37,08,75,260 37,05,07,883
basic earnings per share
Adjustments for calculation of diluted earnings per share:
Effect of Dilutive Issue of Stock Options 6,40,216 10,05,196
Weighted average number of equity shares and potential equity shares used as 37,15,15,476 37,15,13,079
the denominator in calculating diluted earnings per share
Diluted Earnings per share is not computed as the Company has incurred loss during the year 2019-20 due to which ESOP shares
would be anti-dilutive
(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 33.
36 Exceptional item
Pursuant to the approval of the National Company Law Tribunal and the Composite Scheme of Arrangement and Amalgamation between
Thomas Cook (India) Limited and various other companies (the “Scheme”) becoming effective on 25 November 2019 and operative
from the Appointed Date, i.e. 1 April 2019, the Company filed the application for adjudication for the stamp duty on the Scheme with
the Revenue office of the Sub-Registrar of Assurances (Sub-Registrar). The Sub-Registrar has raised a demand notice for a duty of Rs.
2,500.0 lakhs and a penalty of Rs. 250.0 lakhs. The Company has filed an objection with the Sub-Registrar disputing the duty amount
calculation and the penalty, stating that the interim demand notice required reconsideration. The Company has provided for stamp duty
of Rs. 2,500 lakhs and has charged to the Statement of Profit and Loss as an exceptional item.
37 Buyback of shares
The Company filed the Draft Letter of Offer (DLOF) for the proposed buy-back with the Securities and Exchange Board of India (SEBI) on
6 March 2020. SEBI had sought additional information / clarification from the Company, which the Company has provided. The Company
is awaiting the requisite approvals from SEBI.
38 During the year ended 31 March 2020, the Company formed Thomas Cook Employee Benefit Trust, which subscribed 73,56,122 shares
of the Company for Rs. 11,048.8 lakhs out of the loan received from the Company. EPS is calculated after reducing the equity shares
of the Company held by the Trust. Pursuant to the Scheme of Arrangement the Trust received 13,89,571 shares of Quess Corp Limited
("QCL"), Mark-to-Market ("MTM") loss for the year ended 31 March 2020 on QCL shares held by the Trust amounting to Rs. 2,945.1 lakhs,
is included in statement of profit and loss under other expenses.
39 Scheme of Amalgamation and arrangement
The Board at its meeting held on 3 October 2019 had approved the amendments to the Composite Scheme of Arrangement and
Amalgamation amongst Thomas Cook (India) Limited (‘TCIL’), Quess Corp Limited (‘QCL’), Travel Corporation (India) Limited (‘TCI’), TC
Forex Services Limited (formerly known as Tata Capital Forex Limited) (‘TCF’), TC Travel Services Limited (formerly known as TC Travel
and Services Limited) (‘TCTSL’) and SOTC Travel Management Private Limited (formerly known as SITA Travels and Tours Private Limited)
(‘SOTC TRAVEL’) and their respective shareholders (‘the Scheme’) in accordance with the provisions of Section 230 to 232 read with
Section 52, 55, and 66 of the Companies Act, 2013. The Scheme inter-alia provides:
i. Demerger of the inbound business of TCI consisting of business of handling inward foreign tourist activity from TCI into SOTC
TRAVEL; and
ii. Amalgamation of residual TCI, TCF and TCTSL with TCIL; and
iii. Demerger of the Human Resource Services Business of TCIL (including shares in QCL held by TCIL) into QCL. As a part of
consideration, QCL will issue its own shares to the shareholders of TCIL in the ratio of 1889 QCL shares for every 10000 shares
held in the Company.
The National Company Law Tribunal ("NCLT"), Mumbai Bench for TCIL and Bengaluru Bench for QCL vide its order dated 10 October
2019 and 7 November 2019 respectively had approved the Scheme of Arrangement. The Scheme of Arrangement has become effective
from Appointed Date i.e. 1 April 2019 but operative from Effective Date i.e. 25 November 2019 being the date of filing of certified copy
of the Order of NCLT by all the companies with their respective jurisdictional Registrar of Companies. Upon coming into effect of the
Scheme, net operating assets including reserves are transferred in the Company with effect from the Appointed Date and accordingly
have restated its results for the comparative periods including Earnings Per Share ("EPS") in accordance with IND AS 103 Business
Combination.
As per the Scheme, the assets and liabilities as at 1 April 2019 that have been acquired by the Company are as follows:
Particulars 31 March 2019 Effect of 31 March 2019
(as previously restatement (restated)
reported)
Property, plant and equipment 17,453.6 4,912.6 22,366.2
Capital work-in-progress 119.1 - 119.1
Goodwill 446.3 - 446.3
Other intangible Assets 570.4 4.1 574.5
Intangible assets under development 7.1 - 7.1
Financial assets
- Non current investments 1,18,017.6 (10,049.9) 1,07,967.7
- Loans 3,909.0 (2,020.8) 1,888.2
- Other financial assets 1,963.1 13.6 1,976.7
Income tax assets (net) 3,733.1 1,559.9 5,293.0
Deferred tax assets (net) 11,335.1 (651.1) 10,684.0
Other non-current assets 710.4 119.7 830.1
Total non-current assets 1,58,264.8 (6,111.9) 1,52,152.9

reported)
Current assets
Financial assets
- Trade receivables 27,869.9 5,674.5 33,544.4
- Cash and cash equivalents 36,855.8 886.4 37,742.2
- Bank balances other than cash and cash equivalents above 27,657.9 - 27,657.9
- Loans 8,625.7 (8,165.4) 460.3
Other current assets 18,379.9 1,160.8 19,540.7
Total current assets 1,27,622.8 (112.8) 1,27,510.0
TOTAL ASSETS 2,85,887.6 (6,224.7) 2,79,662.9
Equity
Equity share capital 3,707.3 - 3,707.3
Reserve and surplus 1,68,043.9 (13,176.2) 1,54,867.7
Total Equity 1,71,751.2 (13,176.2) 1,58,575.0
Liabilities
- Borrowings 47.1 1,367.4 1,414.6
- Other financial liabilities 67.7 - 67.7
Provisions 109.7 - 109.7
Employee benefit obligations 676.4 - 676.4
Other non-current liabilities 374.2 127.5 501.7
Total non-current liabilities 1,275.1 1,495.0 2,770.1
Current liabilities
- Borrowings 790.2 - 790.2
- Trade payables
i. Dues of micro enterprises and small enterprises 35.8 - 35.8
ii. Dues of creditors other than micro enterprises and small enterprises 79,103.7 2,576.9 81,680.6
- Other financial liabilities 2,073.1 1,136.9 3,210.0
- Employee benefit obligations 1,307.4 17.4 1,324.8
Current tax liabilities 1,053.3 - 1,053.3
Other current liabilities 28,497.8 1,725.3 30,223.1
Total current liabilities 1,12,861.3 5,456.5 1,18,317.8
Total liabilities 1,14,136.4 6,951.5 1,21,087.9
TOTAL EQUITY AND LIABILITIES 2,85,887.6 (6,224.7) 2,79,662.9
Statement of Profit and Loss extract
Income
Revenue from operations 2,25,281.0 2,028.7 2,27,309.7
Other income 5,798.5 (339.5) 5,459.0
Total income 2,31,079.5 1,689.2 2,32,768.7

Expenses
Cost of services 1,74,346.9 (252.5) 1,74,094.4
Employee benefits expense 22,184.7 1,155.2 23,339.9
Finance cost 3,751.7 210.4 3,962.1
Advertisement expenses 5,128.1 - 5,128.1
Depreciation and amortization expense 1,749.3 267.5 2,016.8
Other expenses 19,964.4 813.6 20,778.0
Total Expense 2,27,125.1 2,194.2 2,29,319.3

reported)
Profit before exceptional item 3,954.4 (505.0) 3,449.4
Add: Exceptional items: - - -
Profit before tax 3,954.4 (505.0) 3,449.4
Less : Tax expense
Current tax 881.3 - 881.3
Deferred tax 426.3 60.2 486.5
Total tax expenses 1,307.5 60.2 1,367.8
Profit for the year (A) 2,646.8 (565.2) 2,081.6
Remeasurements of post-employment benefit obligations (68.4) (11.1) (79.5)
Income tax relating to items that will not be reclassified to profit or 23.9 - 23.9
loss
Items that will be reclassified to profit or loss - - -
Total other comprehensive income for the year, net of taxes (B) (44.5) (11.1) (55.6)
Total comprehensive income for the year (A+B) 2,602.3 (576.3) 2,026.0
Earnings per equity share (face value of Rs. 1 each)
- Basic earnings per share 0.7 (0.2) 0.6
- Diluted earnings per share 0.7 (0.2) 0.6
Pursuant to the Scheme, the Company has acquired net assets/(liabilities) including reserves of Rs. 9,952.2 lakhs, Rs. 115.5 lakhs and Rs.
(2,200.0) lakhs of residual TCI, TCF and TCTSL respectively by way of amalgamation and transferred net operating assets of its Human
Resource Services Business (including its investment) to QCL of Rs. 16,624.9 lakhs by way of demerger in accordance with the Scheme
of Arrangement with effect from Appointed Date. Consequently the difference between assets and liabilities acquired and transferred
aggregating to Rs. 24,492.6 lakhs has been debited to “Reserve on restructuring account”. As prescribed in the Scheme of Arrangement,
balance in Reserves on restructuring account is adjusted with Capital Redemption Reserves and Security Premium.
40 Disclosures pursuant to the Regulation 34(3) read with para A of Schedule V to SEBI Listing Regulations, 2015
Loans and advances in the nature of loans to subsidiary
As at As at
31 March 2020 31 March 2019
Loan to Subsidiary : Jardin Travel Solutions Limited
Balance as at the year end 76 176
Maximum amount outstanding at any time during the year 176 176
41 IND AS 115 ‘Revenue from Contracts with Customers’

i) Details of revenue from contracts with customers recognised by the Company, net of indirect taxes in its Statement of Profit and
Loss
Revenue from operations
Revenue from contract with customers
2,12,470.6 2,27,309.7
ii) Disaggregate Revenue

The following table presents Company revenue disaggregated by type of revenue stream and by reportable segment:
Revenue based on geography
India 2,06,391.4 2,21,597.2
Overseas 6,079.2 5,712.5
2,12,470.6 2,27,309.7
Revenue based on product and services
2,12,470.6 2,27,309.7
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 leisure tour / holiday’s packages. Revenue on leisure tours / holiday’s packages are
recognized on the completion of the performance obligation which is on the date of departure of the tour.
Advance collected from customers 9,650.6 25,164.0
9,672.0 25,238.2



Independent Auditors’ Report
To the Members of
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Thomas Cook (India) Limited which includes financials of Thomas Cook (India)
Limited Employee Trust (hereinafter referred to as the ‘Holding Company”) and its subsidiaries (Holding Company and its subsidiaries
together referred to as “the Group”), and its associates, which comprise the consolidated balance sheet as at 31 March 2020 and the
consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports
of other auditors on separate financial statements of such subsidiaries and , associates as were audited by the other auditors, the aforesaid
consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group
and its associates, as at 31 March 2020, of its consolidated loss and other comprehensive income, consolidated changes in equity and
consolidated cash flows for the year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our
report. We are independent of the Group and its associates in accordance with the ethical requirements that are relevant to our audit of the
consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant
provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the
“Other Matters” paragraph below, is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements.
Emphasis of matter
We draw attention to Note 2 to the consolidated financial statements, which describes the possible effect of uncertainties relating to
COVID-19 pandemic on the Group’s financial performance as assessed by the management.
Our opinion is not modified in respect of the above.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impact of COVID-19 pandemic on Going Concern Our audit procedures included the following:
Refer Note 2 – “Going Concern” and impact of Covid-19” of the • Obtained an understanding of the key controls relating to the
consolidated financial statements Group’s forecasting process
On 11 March 2020, the World Health Organisation declared the • Compared the forecasted income statement and cash flows
Novel Coronavirus (COVID-19) outbreak to be a pandemic. with the Group’s business plan approved by the board of
The Indian Government has imposed lock-downs across the country directors
from 22 March 2020 up to 30 June 2020. These lockdowns and • Obtained an understanding of key assumptions adopted
restrictions due to COVID – 19 pandemic have posed significant by the Group in preparing the forecasted income statement
challenges to the businesses of the Group. This required the and cash flow and assessed the consistency thereof with
Group to assess impact of COVID-19 on its operations. our expectations based on our understanding of the Group’s
The Group has assessed the impact of COVID-19 on the future business
cash flow projections. The Group has also prepared a range of • Assessed the forecasted income statement and cash flow
scenarios to estimate financing requirements. by considering plausible changes to the key assumptions
In view of the above, we identified impact of COVID-19 on going adopted by the Group
concern as a key audit matter. • Assessed impact of Government’s announcement to lift the
lockdown restrictions and Group’s plan to re-start business
operations in a phased manner;
• Assessed disclosures made in the consolidated financial
statements with regard to the above.
Revenue recognition (Refer note 1.5, note 19 and note 31): Our audit procedures included following:
Revenue is measured based on consideration paid for services. • Assessing the policies in respect of revenue recognition by
As disclosed in note to the consolidated financial statements, comparing with applicable accounting standards
revenue is recognised on transfer of control of promised services • Evaluating the design, testing the implementation and
to customers at a consideration which the Group expects to operating effectiveness of the Group’s internal controls over
receive for those services. recognition of revenue alongwith effectiveness of Information
The Group has revenue from Foreign Exchange, Travel and Related Technology controls built in the automized processes.
Services and Vacation Ownership and Resort Business. • Checking of completeness and accuracy of the data used by
Revenue from Foreign Exchange, Travel and Related Services the Group by testing the controls in operation;
has risk of fraud due to significant amount of cash and cash • Performing cash count procedures;
equivalent and reliance on multiple front office IT systems and • Selecting samples of revenue transactions and testing the
their integration to back office system. sample for existence and accuracy;
Revenue from Vacation Ownership and Resort Business involves • Testing the revenue based on customer contracts and
key judgments relating to identification of distinct performance agreements, where applicable;
obligations, determination of transaction price, identification of
incremental costs of obtaining a contract and appropriateness of • Performing analysis over revenue from foreign exchange,
the basis used to measure revenue recognized over a period or at travel and travel related services
a point in time – primarily in respect of the membership business • Selecting samples of existing and new membership contracts,
of the Group. testing management’s assessment relating to identification of
Revenue is recognized when (or as) a performance obligation is distinct performance obligations, determination of transaction
satisfied, i.e. when ‘control’ of the goods or services underlying the prices, appropriateness of the basis used to measure revenue
particular performance obligation is transferred to the customer. recognized over a period or at a point in time.
Thus, it has been considered as significant matter for our audit.` • Verifying Management’s determination of incremental cost
of obtaining a membership contract and the related deferral
thereof.
• Assessing journal entries posted to revenue to identify
unusual items not already covered by us;
Goodwill – evaluation of adequacy of provision for impairment Our audit procedures included following:
of goodwill (Refer note 1.16(a) and note 5) • We assessed the Group's methodology applied in determining
As a result of past acquisitions, the Group carries capitalized the CGUs to which these assets are allocated.
goodwill aggregating Rs 106,684.7 lakhs. In accordance with Ind • We assessed the assumptions around the key drivers of the
AS, the Group has allocated the goodwill to their respective cash cash flow forecasts including discount rates, expected growth
generating units (CGU) and tested these for impairment using a rates and terminal growth rates used;
discounted cash flow model and recoverable amounts based on
its property fair value less cost to sale. • We compared the cash flow forecasts to approved budgets and
other relevant market and economic information.
The Group compares the carrying value of these assets with their
respective recoverable amount. The inputs to the impairment • We evaluated the sensitivities of the assumptions relative to
testing model include: the recoverable value by performing sensitivity testing.
a) Future cash flows and growth rate; and • We involved our valuation specialist to assess the assumptions
and methodology used by the Group to determine the
b) Discount rate applied to the projected cash flows. recoverable amount.
The impairment test model includes sensitivity testing of key • We assessed the adequacy of the Group's disclosures related
assumptions. to the impairment tests and their compliance with Ind AS.
The annual impairment testing is considered a significant
Accounting judgement and estimate and a key audit matter
because:
• the assumptions on which the tests are based are highly

judgmental and are affected by future market and economic
conditions which are inherently uncertain; and
• the significance of balance to the consolidated financial
statements.
Other Information
The Holding Company’s management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Holding Company’s annual report, but does not include the consolidated financial statements and our auditors’
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and based on the work done/ audit
report of other auditors, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these consolidated
financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated
loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group including
its associates in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)
specified under section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group and of
its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of each Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial
statements by the Management and Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the
Group and of its associates are responsible for assessing the ability of each Company to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates is responsible for overseeing the financial
reporting process of each company.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on the internal financial controls
with reference to the consolidated financial statements and the operating effectiveness of such controls based on our audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the Management and Board of Directors.
• Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting in preparation of
consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether
the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within the Group
and its associates to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the audit of financial information of such entities included in the consolidated financial statements of which we are
the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other
auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We
remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled
‘Other Matters’ in this audit report.
We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub-
paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated
financial statements.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial
statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters
in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Other Matters
(a) We did not audit the financial statements / financial information of five subsidiaries, whose financial statements reflect total assets
(before consolidation adjustments) of Rs. 67,677.35 lakhs as at 31 March, 2020, total revenues (before consolidation adjustments)
of Rs. Rs.1,51,240.37 lakhs and net cash flows outflows (net) amounting to Rs. Rs. 3,730.35 lakhs for the year ended on that date,
as considered in the consolidated financial statements. These financial statements/financial information have been audited by other
auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so
far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) of
Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the audit reports of the other auditors.
Certain of these subsidiaries, are located outside India whose financial statements and other financial information have been prepared
in accordance with accounting principles generally accepted in their respective countries and which have been audited by other
auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company’s management
has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their
respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the
Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India
is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and
audited by us.
(b) The financial statements/financial information of forty-five subsidiaries, whose financial statements/financial information reflect total
assets (before consolidation adjustments) of Rs.1,05,110.25 lakhs as at 31 March 2020, total revenue (before consolidation adjustments)
of Rs.91,916.16 lakhs and net cash outflows (net) of Rs 5,142.18 lakhs for the year ended on that date, as considered in the consolidated
financial statements, have not been audited either by us or by other auditors. The consolidated financial statements also include the
Group’s share of net profit after tax (before consolidation adjustments) (net) (and other comprehensive income) of Rs. Rs. 253.94 for
the year ended 31 March 2020, as considered in the consolidated financial statements, in respect of three associates, whose financial
statements/financial information have not been audited by us or by other auditors. These unaudited financial statements/financial
information have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it
relates to the amounts and disclosures included in respect of these subsidiaries and associates, and our report in terms of sub-sections
(3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries and associates, is based solely on such unaudited financial
statements / financial information. In our opinion and according to the information and explanations given to us by the Management,
these financial statements/financial information are not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the
financial statements/financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
A. As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors on separate
financial statements of such subsidiaries and associates as were audited by other auditors, as noted in the ‘Other Matters’ paragraph,
we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements
have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the
consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in
agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section 133 of the Act.
e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2020 taken on
record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies and
associate companies incorporated in India, none of the directors of the Group companies and its associate companies incorporated
in India is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company, its
subsidiary companies and associate companies incorporated in India and the operating effectiveness of such controls, refer to our
separate Report in “Annexure A”.
B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and
Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the
consideration of the reports of the other auditors on separate financial statements of the subsidiaries and associates, as noted in the
‘Other Matters’ paragraph:
i. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2020 on the consolidated financial
position of the Group and its associates. Refer Note 40 to the consolidated financial statements.
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or Ind AS, for material
foreseeable losses, on long-term contracts -. Refer Note 8(c) to the consolidated financial statements in respect of such items
as it relates to the Group and its associates. The Group does not have derivative contracts for which there were any material
foreseeable losses.
iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company or its
subsidiary companies and associate companies incorporated in India during the year ended 31 March 2020.
iv. The disclosures in the consolidated financial statements regarding holdings as well as dealings in specified bank notes during the
period from 8 November 2016 to 30 December 2016 have not been made in the financial statements since they do not pertain to
the financial year ended 31 March 2020.
C. With respect to the matter to be included in the Auditor’s report under section 197(16):
In our opinion and according to the information and explanations given to us and based on the reports of the statutory auditors of
such subsidiary companies and associate companies incorporated in India which were not audited by us, the remuneration paid during
the current year by the Holding Company, its subsidiary companies and associate companies to its directors is in accordance with the
provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company, its subsidiary companies and
associate companies is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) which are required to be commented upon by us.
For B S R & Co. LLP
Bhavesh Dhupelia
Partner
Mumbai Membership No: 042070
18 June 2020 ICAI UDIN: 20042070AAAACD5005
Annexure A to the Independent Auditors’ report
on the consolidated financial statements of Thomas Cook (India) Limited for the year ended March 31, 2020
Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013
(Referred to in paragraph A(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
In conjunction with our audit of the consolidated financial statements of the Group as of and for the year ended 31 March 2020, we have audited the internal
financial controls with reference to consolidated financial statements of Thomas Cook (India) Limited (hereinafter referred to as “the Holding Company”)
and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary companies, as of that date.
In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate
internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively as at 31 March
2020, based on the internal financial controls with reference to consolidated financial statements criteria established by such companies considering the
essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India (the “Guidance Note”).
Management’s Responsibility for Internal Financial Controls
The respective Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls with
reference to consolidated financial statements based on the criteria established by the respective Company considering the essential components of
internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We
conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
with reference to consolidated financial statements were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated
financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included
obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the relevant subsidiary companies in terms of
their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial
controls with reference to consolidated financial statements.
Meaning of Internal Financial controls with Reference to Consolidated Financial Statements
A Company’s internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A Company's internal financial controls with reference to consolidated financial statements includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management
and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition
of the Comapny's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial controls with Reference to consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation
of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial
controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to
consolidated financial statements insofar as it relates to two subsidiary companies, which are companies incorporated in India, is based on the corresponding
reports of the auditors of such companies incorporated in India.
For B S R & Co. LLP

Bhavesh Dhupelia
Partner
Mumbai Membership No: 042070
18 June 2020 ICAI UDIN: 20042070AAAACD5005
Consolidated Balance Sheet
as at March 31, 2020
As at
As at
Particulars Note March 31, 2019
March 31, 2020
Revised*
ASSETS
Non-current assets
Property, plant and equipment 4(a) 1,20,084.7 1,23,181.6
Capital work-in-progress 4(b) 1,130.0 688.4
Goodwill 5 1,06,684.7 1,00,962.3
Other intangible assets 6(a) 16,150.1 16,184.9
Right of use assets 6(c) 27,807.7 -
Intangible assets under development 6(b) 60.0 44.7
Investment accounted for using equity method 7 1,082.7 7,31,334.8
Financial assets
- Investments 8(a) 2,971.9 11.0
- Loans 8(f) 5,798.6 4,049.1
- Trade receivables 8(c) 584.9 1,255.9
- Other financial assets 8(g) 7,319.7 4,136.1
Deferred tax assets 16 14,904.8 15,168.7
Income tax assets (net) 11 15,345.7 10,457.1
Other non-current assets 9(a) 10,234.6 9,095.3
Total non-current assets 3,30,160.1 10,16,569.9
Current assets
Inventories 10 2,297.6 1,578.9
Financial assets
- Investments 8(b) 5,959.4 10,352.7
- Trade receivables 8(c) 47,413.8 82,928.1
- Cash and cash equivalents 8(d) 63,852.8 74,974.3
- Bank balances other than cash and cash equivalents 8(e) 42,229.4 28,443.0
- Loans 8(f) 3,156.3 586.7
- Other financial assets 8(g) 12,736.7 19,582.7
Other current assets 9(b) 44,801.2 78,236.0
Total current assets 2,22,447.2 2,96,682.4
TOTAL ASSETS 5,52,607.3 13,13,252.3
Equity
Equity share capital 12(a) 3,782.8 3,707.3
Other equity
- Share application money pending allotment - 16.1
- Treasury shares 12(b) (5,142.0) -
- Reserves and surplus 12(c) 1,67,805.6 8,85,618.9
Equity attributable to shareholders of the company 1,66,446.4 8,89,342.3
Non controlling Interests 2,990.3 6,213.1
Total Equity 1,69,436.7 8,95,555.4
Liabilities
- Borrowings 13(a) 18,775.7 24,113.6
- Lease liabilities 6(c) 18,314.6 -
- Other financial liabilities 13(c) 28.1 18.9
Provisions 14 574.2 109.7
Employee benefit obligations 15 7,333.0 4,186.2
Deferred tax liabilities 16 3,367.0 12,455.8
Other non-current liabilities 18(a) 78,171.8 73,878.1
Total non-current liabilities 1,26,564.4 1,14,762.3
Current liabilities
- Borrowings 13(b) 22,573.7 5,678.1
- Lease liabilities 6(c) 7,045.6 -
- Trade payables
i. Dues of micro enterprises and small enterprises 13(d) 96.7 90.4
ii. Dues of creditors other than micro enterprises and small enterprises 13(d) 1,41,819.4 1,79,462.9
- Other financial liabilities 13(c) 23,216.6 24,022.9
Provisions 14 3,030.9 2,947.4
Employee benefit obligations 15 4,099.1 5,893.5
Current tax liabilities 17 1,978.3 2,011.5
Other current liabilities 18(b) 52,745.9 82,827.9
Total current liabilities 2,56,606.2 3,02,934.6
Total Liabilities 3,83,170.6 4,17,696.9
TOTAL EQUITY AND LIABILITIES 5,52,607.3 13,13,252.3
* Refer note 43
Basis of preparation, measurement and significant accounting policies 1-3
Contingent liabilities and commitments 40 - 41
The above consolidated balance sheet should be read in conjunction with the accompanying notes

Consolidated Statement of Profit and Loss
Particulars Note For the year ended For the year ended
March 31, 2020 March 31, 2019
Income
Revenue from operations 19 6,83,256.4 6,60,325.0
Other income 20(a) 10,697.2 9,654.0
Other gains (net) 20(b) 876.4 1,890.4
Total income 6,94,830.0 6,71,869.4
Expenses
Cost of sales and services 5,12,332.0 5,07,055.2
Employee benefits expense 21 93,612.2 77,115.8
Finance cost 24 10,103.4 7,297.1
Advertisement and sales promotion expenses 25 11,446.7 12,186.5
Depreciation and amortisation expense 22 15,058.4 6,723.3
Other expenses 23 55,259.9 55,761.8
Total expenses 6,97,812.6 6,66,139.7
(Loss) / Profit before exceptional item, share of net profits of investments accounted (2,982.6) 5,729.7
for using equity method and tax
Share of profit from associates and joint venture accounted for using equity method 14.3 5,299.0
(Loss) / Profit before exceptional items and tax (2,968.3) 11,028.7
Add : Exceptional item 38 (3,895.5) -
Less : Tax expense / (credit)
Current tax 26 2,901.3 4,476.0
Deferred tax 26 (7,999.9) (2,330.9)
Total tax expenses / (credit) (5,098.6) 2,145.1
(Loss) / Profit for the year (A) (1,765.2) 8,883.6
Items that will be reclassified to profit or loss
Exchange differences on translation of foreign operations 2,556.1 1,437.7
Share of other comprehensive income of equity accounted investees - 309.7
Remeasurements of post-employment benefit obligations (404.7) (416.5)
Income tax relating to remeasurements of post-employment benefit obligations 23.5 41.9
Share of other comprehensive income of equity accounted investees - 0.2
Changes in revaluation surplus - 47,903.1
Income tax relating to changes in revaluation surplus 269.1 (3,399.9)
Total other comprehensive income/(expense) for the year, net of taxes (B) 2,444.0 45,876.2
Total comprehensive income for the year (A+B) 678.8 54,759.8
(Loss) / Profit attributable to:
Owners of the company (69.0) 8,481.8
Non Controlling interest (1,696.2) 401.8
(1,765.2) 8,883.6
Other comprehensive income/(expense) is attributable to:
Owners of the company 2,535.1 45,876.2
Non Controlling interest (91.1) -
2,444.0 45,876.2
Total comprehensive income is attributable to:
Owners of the company 2,466.1 54,358.0
Non Controlling interest (1,787.3) 401.8
678.8 54,759.8
Earnings per equity share before exceptional items (face value of Re. 1 each) 33
Basic earnings per share 1.03 2.29
Diluted earnings per share 1.03 2.28
Earnings per equity share after exceptional items (face value of Re. 1 each) 33
Basic earnings per share (0.02) 2.29
Diluted earnings per share (0.02) 2.28
The above consolidated statement of profit and loss should be read in conjunction with the accompanying notes

Consolidated Statement of Cash Flow
Particulars For the year ended For the year ended
March 31, 2020 March 31, 2019
Revised*
A) Cash flow from operating activities
Adjustments for
Interest income (1,737.5) (1,758.1)
Change in fair value of contingent consideration - (600.8)
Dividend income from investments - (0.2)
Gain on sale of current investments (net) (627.6) (843.2)
Fair value loss / (gain) on long term investments 2,945.1 -
Expenses on employees stock options schemes (net) 1,770.1 1,251.3
Depreciation and amortisation 15,058.4 6,723.3
(Profit) / loss on sale of fixed assets (net) (27.9) 69.3
Profit on disposal of leases (12.0) -
Interest on income tax refund (482.6) (494.4)
Finance costs 10,103.4 7,297.1
Exceptional item : provision for impairment of intangible assets 1,395.5 -
Share of profit from associates and joint venture accounted for using equity method (14.3) (5,299.0)
Bad debts and advances written off 1,103.7 872.1
Provision for doubtful debts and advances (net) 589.8 907.6
Cash generated from operations before working capital changes 23,200.3 19,153.7
Changes in working capital
(Decrease) / Increase in trade payables (40,776.0) 24,721.7
Increase / (Decrease) in provisions 539.9 (54.5)
Decrease in other financial liabilities (3,421.9) (9,546.9)
Decrease in trade receivables 34,705.1 8,365.8
Decrease / (Increase) in other financial assets and loans 573.1 (5,995.9)
(Increase) / Decrease in inventories (498.6) 15.2
(Decrease) / Increase in employee benefit obligations (894.4) 1,190.7
Decrease / (Increase) in other assets 31,486.0 (14,170.8)
(Decrease) / Increase in other liabilities (25,557.4) 5,423.7
Cash generated from operations 19,356.2 29,102.7
Income taxes paid (net of refunds received) (7,807.1) (4,316.6)
Interest on income tax refund 482.6 494.4
Net cash generated from operating activities 12,031.6 25,280.5
B) Cash flow from investing activities:
Proceeds from sale of property, plant and equipment and other intangible assets 339.9 190.4
Purchase of property, plant and equipment and other intangible assets (9,617.4) (7,614.1)
Interest received 1,414.2 1,472.5
Dividend income from investments - 0.2
Dividend received from associates 137.2 -
Investment in subsidiaries acquired, net of cash acquired 132.6 (12,692.4)
Investment in associates and joint ventures (229.4) (373.0)
Loans given to related parties (150.0) -
Investments in fixed deposits with banks (16,911.0) (13,597.4)
Proceeds from sale of non-current investments (net) 1.0 0.3
Proceeds from current investments 5,020.9 5,011.7
Net cash used in investing activities (19,862.0) (27,601.8)
C) Cash flow from financing activities
Proceeds from issue of equity shares under employees stock options schemes 105.1 527.8
including share application money
(Repayment) / proceeds from borrowings (net) (2,708.0) 6,301.5
Repayment of 9.37% non convertible debentures - (10,000.0)
Repayment of 10.52% non convertible debentures - (3,334.0)
(Repayment) / Proceeds from leases (net) (5,299.8) 117.3
Consolidated of Cash Flows (Continued)
Particulars For the year ended For the year ended
March 31, 2020 March 31, 2019
Revised*
Dividend distribution tax on dividend paid during the year (285.9) (285.6)
Dividend paid to minority shareholders of subsidiaries (530.7) (440.4)
Finance costs paid (9,904.9) (8,223.0)
Net cash used in financing activities (20,015.2) (16,725.8)
Net decrease in cash and cash equivalents (27,845.5) (19,047.1)
Add: Cash and cash equivalents at the beginning of the financial year 72,211.4 89,973.5
Effects of exchange rate changes on cash and cash equivalents 1,469.5 1,285.0
Cash and cash equivalents at the end of the year 45,835.4 72,211.4
Reconciliation of cash flow statements as per the cash flow statement March 31, 2020 March 31, 2019
Cash flow statement as per above comprises of the following
Cash and cash equivalents 63,852.8 74,974.3
Bank overdrafts (18,017.4) (2,762.9)
Balances as per statement of cash flow 45,835.4 72,211.4
* Refer note 43
Notes:-
1. The above consolidated cash flow statement has been prepared under the "Indirect method" set out in Indian Accounting Standard (Ind
AS-7) on statement of cash flow as notified under Companies (Accounts) Rules, 2015.
2. Additions to property, plant and equipment and other intangible assets includes movement of capital work in progress, payables for
fixed assets and capital advances during the year.
3. Reconciliation of movements of liabilities to cash flows arising from financing activities are as below;
Particulars Non convertible Finance Other Finance Total
debentures Lease Borrowings costs
Balance as on April 1, 2019 - 191.7 33,150.1 260.5 33,602.3
Cashflow: inflow / (outflow) - - (2,708.1) - (2,708.1)
Other changes
Acquisition through business combinations - - - - -
Transferred to lease liabilities - (191.7) - - (191.7)
Transaction costs amortisation - - (44.8) (178.6) (223.4)
Finance costs - - - 10,103.4 10,103.4
Exchange translation - - 2,397.8 - 2,397.8
Balance as on March 31, 2020 - - 32,795.0 280.4 33,075.4
Balance as on April 1, 2018 13,303.3 53.2 26,406.5 1,260.4 41,023.4
Cashflow: inflow / (outflow) (13,334.0) 117.3 6,301.5 - (6,915.2)
Other changes
Acquisition through business combinations - 21.2 398.1 0.7 420.0
Transaction costs amortisation 30.7 - 44.0 (74.7) -
Finance costs - - - 7,297.1 7,297.1
Balance as on March 31, 2019 - 191.7 33,150.1 260.5 33,602.3
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity
(A) Equity share capital

Particulars Equity Share Amount
Balance as at March 31, 2018 3,702.1
Changes during the year 5.2
Changes during the year 75.5
(B) Other Equity

Particulars Share Treasury Reserves and Surplus Total Non-
application shares Capital Capital Debenture Share option Securities General Retained Other Other reserves and controlling
money reserve redemption redemption outstanding premium reserve earnings comprehensive comprehensive surplus interests
pending reserve reserve account account income - income -foreign
allotment revaluation currency
reserve translation
reserve
Balance as at March 31, 2018 46.5 - 1,894.7 12,500.0 2,887.5 3,544.9 1,77,973.9 5,502.7 6,58,378.3 - 709.7 8,63,391.7 1,307.1
Changes in accounting policy - - - - - - - - (30,259.9) - - (30,259.9) -
Restated balance at the 46.5 - 1,894.7 12,500.0 2,887.5 3,544.9 1,77,973.9 5,502.7 6,28,118.4 - 709.7 8,33,131.8 1,307.1
period
Profit for the year - - - - - - - - 8,481.8 - - 8,481.8 401.8
Other comprehensive income, - - - - - - - - (374.4) 44,503.2 1,747.4 45,876.2 -
net of tax
Transaction with owners in -
their capacity as owners
Share application money (30.4) - - - - - - - - - - - -
Transfer from retained - - - - 813.6 - - - - - - 813.6 -
earnings
Transfer to debenture - - - - - - - - (813.6) - - (813.6) -
redemption reserve
Employee stock option - - - - - 1,251.3 - - - - - 1,251.3 -
expense
Transfer to securities premium - - - - - (1,930.4) - - - - - (1,930.4) -
account
Transfer from share option - - - - - - 1,930.4 - - - - 1,930.4 -
outstanding account
Transfer to general reserve - - - - (3,333.4) (71.7) - 71.7 - - - (3,333.4) -
Transfer from debenture - - - - - - - 3,333.4 - - - 3,333.4 -
redemption reserve
Adjustment of rationalisation - - - - - - - - 1.0 - - 1.0 -
of useful life of asset
Change in stake in subsidiary - - - - - - - - (2,056.6) - - (2,056.6) 2,056.6
Share of change in other net - - - - - - - - 55.4 - - 55.4 -
assets of associates accounted
for using equity method
Issue of shares by subsidiary - - - - - - - - - - - - 17.3
company
Addition on account of issue - - - - - - 553.0 - - - - 553.0 -
of shares
Dividend paid during the year - - - - - - - - (1,389.4) - - (1,389.4) (440.4)
Dividend distribution tax paid - - - - - - - - (285.6) - - (285.6) -
during the year
Exchange translation - - - - - - - - - - - - 36.5
differences
Non-controlling interests on - - - - - - - - - - - - 2,834.2
acquisition of subsidiaries
Balance as at March 31, 2019 16.1 - 1,894.7 12,500.0 367.7 2,794.1 1,80,457.3 8,907.8 6,31,737.0 44,503.2 2,457.1 8,85,618.9 6,213.1
Consolidated Statement of Changes In Equity (Continued)
Particulars Share Treasury Reserves and Surplus Total Non-

application shares Capital Capital Debenture Share option Securities General Retained Other Other reserves and controlling
money reserve redemption redemption outstanding premium reserve earnings comprehensive comprehensive surplus interests
pending reserve reserve account account income - income -foreign
allotment revaluation currency
reserve translation reserve
Balance as at March 31, 2019 16.1 - 1,894.7 12,500.0 367.7 2,794.1 1,80,457.3 8,907.8 6,31,737.0 44,503.2 2,457.1 8,85,618.9 6,213.1
Pursuant to composite scheme of - - - (12,500.0) (367.7) (343.0) (4,144.1) - (7,12,205.9) - (309.7) (7,29,870.4) -
arrangement and amalgamation
Transition adjustment on - - - - - - - - 199.7 - - 199.7 -
adoption of Ind AS 116
Restated balance at the 16.1 - 1,894.7 - - 2,451.1 1,76,313.2 8,907.8 (80,269.2) 44,503.2 2,147.4 1,55,948.2 6,213.1
period
Profit for the year - - - - - - - - (69.0) - - (69.0) (1,696.2)
Other comprehensive income, - - - - - - - - (290.1) 269.1 2,556.1 2,535.1 (91.1)
net of tax
Transaction with owners in their
capacity as owners
Issue of equity shares, net (16.1) - - - - - - - - - - - -
of share application money
received pending allotment
Transfer from retained earnings - - - 10.0 - - - - - - - 10.0 -
Transfer to capital redemption - - - - - - - - (10.0) - - (10.0) -
reserve
Employee stock option expense - - - - - 1,548.3 - - - - - 1,548.3 -
Transfer to securities premium - - - - - (214.7) - - - - - (214.7) -
account
Transfer from share option - - - - - - 214.7 - - - - 214.7 -
outstanding account
Transfer to general reserve - - - - - (53.1) - 53.1 - - - - -
Share of change in other net - - - - - - - - (28.0) - - (28.0) -
assets of associates accounted
for using equity method
Treasury shares issued - (5,142.0) - - - - - - - - - - -
Issue of shares by subsidiary - - - - - - - - - - - - 8.7
company
Addition on account of issue - - - - - - 11,094.6 - - - - 11,094.6 -
of shares
Dividend paid during the year - - - - - - - - (1,390.9) - - (1,390.9) (530.7)
Dividend distribution tax paid - - - - - - - - (285.9) - - (285.9) -
during the year
Exchange translation differences - - - - - - - - - - - - 372.6
Acquisition of subsidiaries - - 3.2 - - - - - - - - 3.2 (1,286.1)
Transfer to stock option liability - - - - - (1,550.0) - - - - - (1,550.0) -
Balance as at March 31, 2020 - (5,142.0) 1,897.9 10.0 - 2,181.6 1,87,622.5 8,960.9 (82,343.1) 44,772.3 4,703.5 1,67,805.6 2,990.3
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Nature and Purpose of Reserves
Capital Reserve
Any bargain purchase in a business combination in which the fair value of net assets acquired exceeds the aggregate of the fair value of the purchase consideration, such excess is accumulated in equity as capital reserve.
Capital Redemption Reserve
The Group had issued non convertible redeemable preference shares. In order to comply with the requirements of section 69 of The Companies Act, 2013, the group has transferred amounts to Capital Redemption Reserve.
Debenture Redemption Reserve
The Group had issued Non Convertible Debentures. In order to comply with the requirements of section 71 of The Companies Act, 2013, the Group has transferred amounts to Debenture Redemption Reserve.
Share Option Outstanding Amount
The share option outstanding account is used to recognise the grant date fair value of options issued to employees under the Group's Employees stock option plan.
General Reserve
General reserve is used to record transfer from debenture redemption reserve, Share Option Outstanding Amount. The reserve is utilised in accordance with the provisions of the Companies Act.
Securities Premium
Securities premium reserve is used to record the premium on issue of shares and towards allotment of ESOP. The reserve is utilised in accordance with the provisions of the Companies Act 2013.
Revaluation Reserve
Increase / decrease in the carrying amount arising on revaluation of land are recognized, net of tax, in revaluation reserve through other comprehensive income.

Notes to Consolidated Financial Statements
General information:
Thomas Cook (India) Limited ("the Company") and its subsidiaries (the "Group") are engaged in diversified businesses including Travel
and Related Services, Authorised Foreign Exchange Dealers, Human Resource Services, imaging solutions and providing full-service
leisure resorts catering to Vacation ownership, One-time Leisure Holidays and Meetings, Incentives, Conferences and Exhibitions.
The consolidated financial statements of the Group including its interests in associates and joint ventures for the year ended March 31,
2020, were approved by the Board of Directors and authorised for issue on June 18, 2020.
1 Significant accounting policies
1.1 Basis of preparation
(a) Statement of compliance with Ind AS
The consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter
referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013
read with rule 4 of the Companies (Indian Accounting standards) Rules, 2015 and other relevant provisions of the Act as
amended from time to time that are notified and effective as at March 31, 2020.
(b) Historical cost convention
Consolidated Financial Statements have been prepared on a historical cost basis, except for the following:
(i) certain financial assets and liabilities - measured at fair value,
(ii) defined benefit plans - defined benefit obligations less plan assets measured at fair value
(iii) share based payment - measured at fair value
(iv) contingent consideration in case of a business combination - measured at fair value
(v) freehold and leasehold land of sterling - measured at fair value
The consolidated financial statements are presented in Indian Rupees "(INR)" or "(Rs.)" which is also the Group's functional
currency and all values are rounded off to nearest lakhs ('00,000) except where otherwise indicated. Wherever the amount is
represented as '0' ('zero') it construes a value less than fifty thousand.
(c) Uniform accounting policies
As far as possible, the Consolidated Financial Statements of the Group are prepared using uniform accounting policies for
similar transactions and other events in similar circumstances.
1.2 Principles of consolidation of subsidiaries, associates and joint ventures
Subsidiaries:
Subsidiaries are all entities (including structured entities) over which the Company has control. The Group controls an entity when
the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets,
liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Equity accounted investees:
The Group's interests in equity accounted investees comprises interests in associates and joint ventures.
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case
where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity
method of accounting, after initially being recognised at cost.
A joint venture is an arrangement in which the Group has joint control and has rights to the net assets of the arrangement. Interests
in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated balance
sheet.
Notes to Consolidated Financial Statements (Continued)
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the
Group’s share of the post-acquisition profits or losses of the investee in the consolidated statement of profit and loss, and the
Group’s share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable
from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any
other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the
Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment
of the asset transferred.
Non-controlling interests (NCI):
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit and
loss, consolidated statement of changes in equity and consolidated balance sheet respectively.
Loss of control:
When the Group looses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI
and other components of equity. Any interest retained in the former subsidiary is measured at fair value at the date the control is
lost. Any resulting gain or loss is recognised in profit or loss.
1.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker ('CODM'). The board of directors, the chief executive officer and the chief financial officer have been identified as being the
CODMs. Refer Note 30 for segment information.
1.4 Foreign currency translation and transactions
(a) Functional and presentation currency
A Group’s functional currency is the currency of the primary economic environment in which an entity operates and is
normally the currency in which the entity primarily generates and expends cash.
(b) Transactions and balances
The financial statements are presented in INR, the functional currency of the Group.
(i) Initial Recognition:
On initial recognition, foreign currency transactions are translated into the functional currency using exchange rates at
the date of the transaction.
(ii) Subsequent Recognition:
As at the reporting date, non - monetary items which are carried at historical cost denominated in a foreign currency
are reported using the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at the period end exchange rates are recognised in profit or loss. Non-monetary items that are measured at
fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss in
the statement of profit and loss.
The translation of financial statements of the foreign subsidiaries to the presentation currency is performed for assets
and liabilities using the exchange rate in effect at the balance sheet date and for revenue, expense and cash-flow
items using the average exchange rate for the respective periods. The gains or losses resulting from such translation
are included in currency translation reserves under other components of equity. When a subsidiary is disposed off, in
full, the relevant amount is transferred to net profit in the statement of profit and loss. However when a change in the
parent's ownership does not result in loss of control of a subsidiary, such changes are recorded through equity.
All monetary items denominated in foreign currency are restated at Foreign Exchange Dealers Association of India
(FEDAI) rates and the exchange variations arising out of settlement / conversion at the FEDAI rates are recognised in the
Statement of Profit and Loss at the end of accounting period.
Profit or loss on purchase and sale of foreign exchange by the Company in its capacity as Authorised Foreign Exchange
Dealer are accounted as a part of the revenue.
1.5 Revenue recognition
Revenue is recognized upon transfer of control of promised services to customers to the extent that it is probable that the
economic benefits associated with the transaction will flow to the entity and revenue can be reliably measured, regardless of when
the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account
contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
(A) Income from operations
(a) Financial services
It comprise of income arising from the buying and selling of foreign currencies on the net margins earned, commissions
on sale of foreign currency denominated prepaid cards and agency commissions from Moneygram and Xpressmoney on
currency remittances. Revenue from financial services are recognized by reference to the time of services rendered.
(b) Travel and related services
The Group provides travel products and services to leisure and corporate travellers in India and abroad. Revenue is
measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns,
trade allowances, rebates and taxes. The revenue from rendering these services is recognized in the income statement
at the time when significant risk and rewards are transferred to the customer.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic
benefits will flow to the entity and specific criteria have been met for each of the entity’s activities as described below.
The entity bases its estimates on historical results, taking into consideration the type of customer, the type of transaction
and the specifics of each arrangement.
Income from the sale of airline tickets is recognized as an agent on the basis of net commission earned, at the time of
issuance of tickets, as the Group does not assume any performance obligation post the confirmation of the issuance of
an airline ticket to the customer. Performance linked bonuses from airlines are recognized as and when the performance
obligations under the schemes are achieved.
Revenue on holiday packages is recognised on gross basis on the date of departure of the tour considering that the
Group fully transfers control of the promised services to the customer once all the vouchers, tickets and other booking/
travel related details are issued to the customer at time of departure. Accordingly, its performance obligation is satisfied
at the time of departure.
Sales from inbound tour services are recognized on the date of arrival of the tour
(b) Human resource services
Education and training revenue is recognised on proportionate basis considering the actual number of days of course
completed as at the year end to the total duration of the course. Revenue from training services is recognized prorated
over the period of training.
(c) Vacation ownership and resorts business
(i) Vacation ownership business
In respect of sale of membership, the Group determines the transaction price and allocates the same to each
performance obligation in the membership contract. Revenue from membership fee is recognized over the effective
membership period since the Group’s efforts or inputs are expended evenly throughout the membership period.
Revenue from offers given to the customer is recognized when the customer obtains control over the promised
good or service.
Provision for cancellation of membership contracts is made considering the Group’s cancellation policy and
historical trends and experience.
Interest income on membership plans: Interest is recognised as an income based on the terms of the contracts
entered into with the members if they are reasonably certain to be recovered from the customers.
Incremental costs of obtaining and fulfilling a contract: The Group recognises as an asset the incremental costs of
obtaining a contract with a customer if the entity expects to recover those costs. The incremental costs of obtaining
a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if
the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether
the contract was obtained are recognised as an expense when incurred, unless those costs are explicitly chargeable
to the customer regardless of whether the contract is obtained.
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard, the Group
recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
(i) the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;
(ii) the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy)
performance obligations in the future; and
(iii) the costs are expected to be recovered.
The above costs to obtain and fulfill a contract are amortized over the period for which such service is rendered.
(ii) Income from resorts
Income from resorts comprising of sale of food and beverages, room rentals and other services are recognized
when these are sold and as services are rendered.
(iii) Income from subscription fee
Income in respect of annual subscription fee or annual amenity charges dues from members is recognized
only when it is reasonably certain that the ultimate collection will be made. Where the length of time between
rendering services and collection of consideration from the customers is more than one year, the Group adjusts the
consideration for time value of money.
(d) Digiphoto imaging services
Revenue in respect of services and goods sold is recognised in the period in which the souvenir photography services
are rendered.
(B) Contract balances
(a) Contract assets
A contract asset is the right to consideration in exchange for services rendered to the customer. If the Group performs
by rendering services to a customer before the customer pays consideration or before payment is due, a contract asset
is recognised for the earned consideration that is conditional.
(b) Contract liabilities
A contract liability is the obligation to transfer services to a customer for which the Group has received consideration
from the customer. If a customer pays consideration before the Group renders services to the customer, a contract liability
is recognised when the payment is made. Contract liabilities are recognised as revenue when the Group performs under
the contract.
1.6 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.
1.7 Taxes on income
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences
and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting
period in the countries where the Group operate and generate taxable income. Management periodically evaluates positions taken
in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions
where appropriate on the basis of amounts expected to be paid to the tax authorities.
Income tax for the period comprises of current tax and deferred tax. Income tax is recognised in the Statement of Profit and Loss
except to the extent that it relates to items recognised in ‘Other comprehensive income or directly in equity, in which case the tax
is recognised in ‘Other comprehensive income’ or directly in equity, respectively.
(a) Current tax:
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the Balance Sheet date, and any adjustments to tax payable in respect of previous years. Interest income/expenses and
penalties, if any, related to income tax are included in current tax expense.
(b) Deferred tax:
Deferred tax is recognised using the balance sheet approach. Deferred tax assets and liabilities are recognised for deductible
and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except
when the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Deferred
Taxes on items classified under Other Comprehensive Income ('OCI') has been recognised in OCI.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred
tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years
in which the temporary differences are expected to be received or settled. Deferred tax assets and liabilities are offset when
they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax
assets and liabilities on a net basis.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to
give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is
recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the
future economic benefit associated with the asset will be realised.
1.8 Leases
The Group has adopted Ind AS 116 "Leases" (which replaces Ind AS 17 "Leases") effective April 1, 2019 and applied the standard
to all lease contracts existing on April 1, 2019 using the modified retrospective method and has taken the cumulative adjustment
to retained earnings, on the date of initial application. The Group has elected not to apply the requirements of Ind AS 116 Leases
to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low
value. Refer note 6(c) for impact of adopting Ind AS 116.
The Group’s lease asset classes primarily consist of leases for land, buildings, vehicles and office equipments.
The Group as a lessee
The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a
contract conveys the right to control the use of an identified asset, the group assesses whether:
(i) the contract involves the use of an identified asset,
(ii) the group has substantially all of the economic benefits from use of the asset through the period of the lease, and;
(iii) the group has the right to direct the use of the asset.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset
or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and
useful life of the underlying asset. .
Right-of-use asset are subsequently measured at cost less accumulated depreciation and impairment losses if any and adjusted
for any remeasurement of the lease liability. Leasehold land of Sterling is measured based on the revaluation model and will be
recognized at fair value based on periodic, at least triennial, valuations done by external independent valuers, less subsequent
depreciation. Increase in the carrying amount arising on revaluation of land are recognized, net of tax, in revaluation reserve
through other comprehensive income
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using the incremental borrowing
rates in the country of domicile of the leases.
Lease payments included in the measurement of the lease liability comprise the following:
(i) Fixed payments;
(ii) Variable lease payments;
(iii) Amounts expected to be payable under a residual value guarantee; and
(iv) The exercise price under a purchase option that the company is reasonably certain to exercise, lease payments in an optional
renewal period if the company is reasonably certain to exercise an extension option, and penalties for early termination of a
lease unless the company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in
future lease payments arising from a change in terms of the contract, if there is a change in the company’s estimate of the amount
expected to be payable under a residual value guarantee. When the lease liability is remeasured, a corresponding adjustment is
made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short term leases that have a lease term of 12
months. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the
lease term.
Till March 31, 2019, all lease arrangements were classified as operating or finance leases. Leases in which a significant portion
of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease payments under leases
are charged or credited to the Statement of Profit and Loss on a straight-line basis over the term of the lease. Lease arrangements
where the Group has substantially all the risks and rewards of ownership were classified as finance leases. Finance leases are
capitalised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum
lease payments. The finance charge is charged to the Statement of Profit and Loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period.
The Group as a lessor
A lease for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are
classified as operating leases.
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease
term.
1.9 Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the;
(i) fair values of the assets transferred;
(ii) liabilities incurred to the former owners of the acquired business;
(iii) equity interests issued by the Group; and
(iv) fair value of any asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in
the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate
share of the acquired entity’s net identifiable assets. Acquisition-related costs are expensed as incurred.
The excess of the;
(i) consideration transferred;
(ii) amount of any non-controlling interest in the acquired entity, and
(iii) acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the business acquired, the difference is recognised in other comprehensive income
and accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying the
business combination as a bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity as
capital reserve.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at
which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such
remeasurement are recognised in profit or loss or other comprehensive income, as appropriate.
1.10 Impairment of assets
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there
is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has
occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash
flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an
amount due to the Group on terms that the Group would not otherwise consider, indications that a debtor or issuer will enter
bankruptcy, the disappearance of an active market for a security.
The Group considers evidence of impairment for receivables for each specific asset. All individually significant receivables
are assessed for specific impairment. In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for
measurement and recognition of impairment loss. The Company follows 'simplified approach' for recognition of impairment
loss allowance on trade receivable.
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its
carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest
rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. Interest on the impaired
asset continues to be recognized as income through the unwinding of the discount. When a subsequent event causes the
amount of impairment loss to decrease, the decrease in impairment loss is reversed through statement of profit or loss.
For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month
ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a
subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk
since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12-month ECL.
Impairment losses on investment carried at fair value through other comprehensive income are recognized by transferring
the cumulative loss that has been recognized in other comprehensive income, and presented in the fair value reserve in other
equity.
The cumulative loss that is removed from other comprehensive income and recognized in profit or loss is the difference
between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment
loss previously recognized in profit or loss. Changes in impairment provisions attributable to time value are reflected as a
component of interest income in the statement of profit and loss.
(b) Non-financial assets
Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might
be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value
in use. For the purposes of assessing impairment, assets are Grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or Groups of assets (cash-
generating units). Non financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of
the impairment at the end of each reporting period.
Total impairment loss of a cash generating unit is allocated first to reduce the carrying amount of goodwill allocated to
the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognized in net profit in the statement of profit and loss and is not reversed in the
subsequent period.
1.11 Cash and cash equivalents
Cash and cash equivalents includes cash on hand, cheques/drafts on hand, remittances in transit, balances with bank held in
current account, demand deposits with original maturities of three months or less, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are
repayable on demand and form an integral part of an Group's cash management, and are included as a component of cash and cash
equivalents. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
1.12 Non-current assets (or disposal Groups) held for sale and discontinued operations
Non-current assets (or disposal Groups) are classified as held for sale if their carrying amount will be recovered principally through
a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of
their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee
benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement.
Non-current assets (including those that are part of a disposal Group) are not depreciated or amortised while they are classified
as held for sale. Non-current assets classified as held for sale and the assets of a disposal Group classified as held for sale are
presented separately from the other assets in the balance sheet.
1.13 Financial instruments
Financial assets are recognised when the entity becomes a party to the contractual provisions of the instruments.
Transaction costs are expensed in the Statement of Profit and Loss, expect for financial instruments carried at amortised
cost, where transaction costs are adjusted in the amortised cost of the asset.
Financial assets, other than equity instruments, are subsequently measured at amortised cost, fair value through other
comprehensive income (‘FVTOCI’) or fair value through profit or loss (‘FVTPL’) on the basis of:
• the entity’s business model for managing the financial assets and;
• the contractual cash flow characteristics of the financial asset.
(a) Measured at amortised cost:
Financial assets which have contractual cash flows that are solely payments of principal and interest on the principal
outstanding and is held within a business model with the objective of holding the assets to collect contractual cash
flows, are subsequently measured at amortised cost using the effective interest rate (‘EIR’) method, less impairment.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included in interest income in the Statement of Profit and
Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. On derecognition, gain
or loss, if any, is recognised in the Statement of Profit and Loss.
(b) Measured at fair value through other comprehensive income :
Financial assets which have contractual cash flows that are solely payments of principal and interest on the principal
outstanding and is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets, is measured at fair value through other comprehensive income. It is subsequently
measured at fair value with unrealised gains or losses recognised in the other comprehensive income (‘OCI’), except
for interest income which is recognised as ‘other income’ in the Statement of Profit and Loss using the EIR method.
The losses arising from impairment are recognised in the Statement of Profit and Loss. On derecognition, cumulative
gain or loss previously recognised in OCI is reclassified from the equity to ‘other income’ in the Statement of Profit
and Loss.
(c) Measured at fair value through profit or loss:
A financial asset not measured at either amortised cost or FVTOCI, is measured at FVTPL. Such financial assets
are measured at fair value with all changes in fair value, including interest income and dividend income if any,
recognised as ‘other income’ in the Statement of Profit and Loss.
All investments in equity instruments classified under financial assets are subsequently measured at fair value.
Equity instruments which are held for trading are measured at FVTPL. For all other equity instruments, the Group
may, on initial recognition, irrevocably elect to measure the same either at FVTOCI or FVTPL. The Group makes such
election on an instrument-by-instrument basis. Fair value changes on an equity instrument shall be recognised
as ‘other income’ in the Statement of Profit and Loss unless the Group has elected to measure such instrument at
FVTOCI. Fair value changes excluding dividends, on an equity instrument measured at FVTOCI are recognised in OCI.
Amounts recognised in OCI are not subsequently reclassified to the Statement of Profit and Loss. Dividend income
on the investments in equity instruments are recognised as ‘other income’ in the Statement of Profit and Loss, when
the Group’s right to receive the payment is established.
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the contractual rights to receive the cash flows from the asset On transfer of the financial asset, the Group
evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues
to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also
recognises an associated liability. The transferred asset and the associated liability are measured on a fair value basis
that reflects the rights and obligations that the Group has retained.
(b) Financial liabilities
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
Financial liabilities are initially recognised at fair value plus transaction costs for all financial liabilities not carried at
FVTPL. Financial liabilities carried at FVTPL are initially recognised at fair value, and transaction costs are expensed in
the Statement of Profit and Loss.
Financial liabilities are subsequently measured at amortised cost using EIR method. Financial liabilities carried at FVTPL
are measured at fair value with all changes in fair value recognised in the Statement of Profit and Loss.
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognized in the statement of profit or loss.
(c) Guarantees:
Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued. The liability is initially
measured at fair value and subsequently at the higher of amount determined in accordance with Ind AS 37 and the amount
initially recognized less cumulative amortisation, where appropriate.
The fair value of financial guarantees is determined as the present value of the differences of the difference in net cash
flows between the contractual payments under the debt instrument and the payments that would be required without the
guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.
(d) Equity investments (other than investments in subsidiaries, associates and joint venture):
An equity instruments is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. All investments in equity instruments classified under financial assets are subsequently measured at fair value.
Equity instruments which are held for trading are measured at FVTPL. For all other equity instruments, the Company may,
on initial recognition, irrevocably elect to measure the same either at FVTOCI or FVTPL. The Company makes such election
on an instrument-by-instrument basis. Fair value changes on an equity instrument shall be recognised as ‘other income’ in
the Statement of Profit and Loss unless the Company has elected to measure such instrument at FVTOCI. Fair value changes
excluding dividends, on an equity instrument measured at FVTOCI are recognised in OCI. Amounts recognised in OCI are not
subsequently reclassified to the Statement of Profit and Loss. Dividend income on the investments in equity instruments are
recognised as ‘other income’ in the Statement of Profit and Loss when the Company’s right to receive payments is establishes
(e) Derivative financial instruments
The Group uses derivative financial instruments, such as forward foreign exchange contracts, to hedge its foreign currency
risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at fair value, with changes in fair value recognised in Statement of Profit and
Loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value
is negative.
1.14 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.
Freehold land of Sterling is measured based on revaluation model and will be recognized at fair value based on periodic, at least
triennial, valuations done by external independent valuers. Increase in the carrying amount arising on revaluation of land are
recognized, net of tax, in revaluation reserve through other comprehensive income.
Property, plant and equipment except freehold land as mentioned above, are stated at historical cost less depreciation. Historical
cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the Statement of Profit and Loss during the period in which they are incurred. The carrying amount of any component
accounted for as a separate asset is derecognised when replaced. Losses arising from the retirement of, and gains or losses arising
from disposal of assets which are carried at cost is recognised in the Statement of Profit and Loss.
Depreciation methods, estimated useful lives and residual value:
Depreciation is provided on a Straight Line Method (‘SLM’) over the estimated useful lives of the property, plant and equipment
as estimated by the Management and is generally recognized in the consolidated statement of profit and loss. The management
believes that the useful lives as given below best represent the period over which the management expects to use these assets
based on an internal assessment and technical evaluation where necessary. Hence, the useful lives for some of these assets is
different from the useful lives as prescribed under Part C of Schedule II of the Companies Act, 2013.
Description of tangible assets Estimated useful life (Number of years)
Computers (includes data server and networks) 3 - 7 years
Furniture and Fixtures 4 - 10 years
Office Equipment 3 - 5 years
Office Building 60 years
Vehicles under finance lease 4 years
Vehicles 4 - 8 years
Other vehicles 3 - 8 years
Plant and Machinery 3 - 15 years

Shop and Electrical Fittings 8 – 10 years
The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of
the asset’s useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the
lease term.
Leasehold improvements are amortised over the period of the lease or useful life of the asset whichever is lower.
Property, plant and equipment not ready for the intended use on the date of Balance Sheet are disclosed as “Capital work-in-
progress".
The residual values, useful lives and method of depreciation of property, plant and equipment is reviewed at each financial year
end and adjusted prospectively, if appropriate. The residual values are not more than 5% of the original cost of the asset. The
assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss
within other gains/(losses) and other expenses.
1.16 Intangible assets
Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any.
Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the
amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different
from previous estimates, the amortisation period is changed accordingly. Gains or losses arising from the retirement or disposal of
an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and
recognised as income or expense in the Statement of Profit and Loss.
Corporate brand names acquired as part of acquisitions of businesses are capitalised separately from goodwill as intangible assets
if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are
attributable to the asset will flow to the Group.
The carrying value of these intangible assets is reviewed at least annually for impairment and adjusted to the recoverable amount
if required.
Amortization is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis
over its estimated useful life.
(a) Goodwill
Goodwill on business combinations is included in intangible assets. Goodwill is not amortised but it is tested for impairment
annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost
less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation
is made to those cash-generating units or Groups of cash-generating units that are expected to benefit from the business
combination in which the goodwill arose. The units or Groups of units are identified at the lowest level at which goodwill is
monitored for internal management purposes, which in our case are the operating segments.
(b) Computer software
Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs that
are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are
recognised as intangible assets when the following criteria are met:
(i) it is technically feasible to complete the software so that it will be available for use
(ii) management intends to complete the software and use or sell IT
(iii) there is an ability to use or sell the software
(iv) it can be demonstrated how the software will generate probable future economic benefits
(v) adequate technical, financial and other resources to complete the development and to use or sell the software are
available, and
(vi) the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of
relevant overheads.
(c) Amortisation methods and periods
Asset Useful Life

Software (including software - internally generated / developed) 3 - 7 years
Corporate brand name 5 – 25 years
1.17 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
even 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.
Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are recognised when it is
probable that a liability has been incurred and the amount can be estimated reliably.
Warranty costs are estimated on the basis of a technical evaluation and past experience. Provision is made for estimated liability
in respect of warranty costs in the year of rendering of services.
A provision for onerous contracts other than construction contracts is recognized when the expected benefits to be derived by the
Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured
at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the
contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
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. However, contingent assets are assessed
continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised
in the period in which the change occurs.
1.18 Other income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
Dividend income is recognized when the right to receive dividend is established.
Securitised assets are derecognised when the contractual rights therein are transferred to the third party. On being derecognised,
the excess of consideration received over the principal amounts of receivable from members (net of reversals in respect of
cancelled members) is recognised as income from securitisation.
1.19 Government grants
Government grants related to subsidy received in cash or in kind are recognised as income when there is reasonable assurance
that the entity will comply with the conditions attaching to them; and the grants will be received. Duty credit scrips received
from Government on compliance of the conditions laid down under the new foreign trade policy are treated as revenue grant and
classified under other operating revenue.
1.20 Employees share based payments
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, statement
of profit or loss, with a corresponding adjustment 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.
1.21 Employee benefits
(a) Post employment benefits
(i) Defined contribution plans
Superannuation scheme:
The Company and its subsidiary Travel Corporation (India) Limited have 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 companies have entered into an arrangement.
Provident fund, Employee State Insurance Scheme and Labour Welfare Funds:
For all Group companies other than Thomas Cook (India) Limited, contributions to Provident Fund are charged to the
Statement of Profit and Loss as incurred. The Provident Fund contributions are made to a government administered fund
towards which the company has no further obligations beyond its monthly contributions.
Contributions to Employee State Insurance Scheme and Labour Welfare Funds are charged to the Statement of Profit and
Loss account as incurred.
(ii) Defined benefit plans
Gratuity:
The Group 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 Group has entered into an arrangement. The Group’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 to ‘Finance costs’ 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.
Providend fund:
For Thomas Cook (India) Limited and Travel Corporation (India) Limited, Provident Fund contributions are made to a Trust
administered by the Group. 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. Any short fall/(excess) based on independent
actuarial valuation is accounted for in the Statement of Profit and Loss in the relevant period.
(iii) Other long term benefits
Compensated absences:
For Sterling and its subsidiaries accumulated compensated absences, which are expected to be availed or encashed
beyond 12 months from the end of the year are treated as other long term employee benefits. The liability is actuarially
determined (using the Projected Unit Credit method) by an independent actuary at the end of each year. Actuarial
losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. The discount rates used
for determining the present value of the obligation under the defined benefit plan are based on the market yields on
government bonds as at the balance sheet date.
(b) Short-term employee benefit
Compensated absences:
For Sterling Holiday Resorts Limited ("Sterling") and its subsidiaries, accumulated compensated absences, which are expected
to be availed or encashed within 12 months from the end of the year are treated as short term employee benefits. The
obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional
amount expected to be paid as a result of the unused entitlement as at the year end.
For Travel Circle International Limited, employees are entitled to avail 9-25 days of leave during a year. Any carry forward or
encashment of the same is not allowed and all unutilised leaves necessarily lapse at the end of the year.
For other Group companies, employees are entitled to avail 30 days of leave during a calendar year. Any carry forward or
encashment of the same is not allowed and all unutilised leaves necessarily lapse at the end of the calendar year. At reporting
date liability pertaining to compensated absences is calculate based on the total leave balances of each employee.
(c) Employee benefits of Foreign subsidiaries are provided for on the basis of the their local laws.
1.22 Inventories
Inventories which comprise finished goods, provisions, perishables, beverages, stock in trade 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.
1.23 Borrowing costs
Borrowing costs include interest, other costs incurred in connection with borrowing and exchange differences arising from foreign
currency borrowings to the extent that they are regarded as an adjustment to the interest cost. General and specific borrowing
costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take
a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the
assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in Statement of Profit and
Loss in the period in which they are incurred.
1.24 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.
1.25 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 Group’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. The weighted average number of equity shares outstanding during the year is also
adjusted for treasury shares. 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.
1.26 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.
1.27 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 buy 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.
1A Critical accounting estimates and judgements
The preparation of Consolidated Financial Information 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 Restated Standalone Financial Information.
The areas involving critical estimates or judgements are;
Going Concern and impact of COVID-19 - Note 2
Estimation of leases- Note 6(c)
Estimation of current tax expense and payable- Note 26 and 17 respectively
Estimated fair value of unlisted securities- Note 8(a) and 8(b)
Estimated useful life of intangible asset- Note 6(a)
Recognition of deferred tax- Note 16
Estimated goodwill impairment- Note 5
Estimation of defined benefit obligation- Note 15
Impairment of trade receivables- Note 8(c)
Estimation of inputs for fair value of Share based payment instrument- Note 34
Fair value of financial instruments - Note 27
Useful life of property, plant and equipment - Note 4(a)
Recognition and Measurement of provision and contingencies - Note 39
Impairment of investment - Note 7
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations
of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.
(a) Current / Non Current Classification
All assets and liabilities are classified into current and non-current:
Assets: An asset is classified as current when it satisfies any of the following criteria:
a) it is expected to be realised in, or is intended for sale or consumption in, the company’s normal operating cycle;
c) it is expected to be realised within 12 months after the reporting date; or
d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after
the reporting date.
Current assets include the current portion of non-current financial assets. All other assets are classified as non-current.
Liabilities: A liability is classified as current when it satisfies any of the following criteria:
a) it is expected to be settled in the Company’s normal operating cycle;
c) it is due to be settled within 12 months after the reporting date; or
d) the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the
reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity
instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-current.
Operating cycle:
Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Based
on the above definition and the nature of services provided, the Company has ascertained its operating cycle as 12 months for the
purpose of current – non-current classification of assets and liabilities.
(b) Recent accounting pronouncement
Amendments to other standards
The MCA notifies new standard or amendments to the existing standards. There is no such notification which would have been
applicable from April 1, 2020.
2 Going concern and impact of COVID-19
On 11 March 2020, the World Health Organization declared COVID-19 outbreak as a pandemic. Responding to the potentially serious
threat of the pandemic, the Indian Government has taken a series of measures to contain the outbreak, which included imposing ‘lock-
downs’ across the country which is extended up to June 30, 2020. The lockdowns and restrictions imposed on various activities due
to COVID – 19 pandemic have posed challenges to all the businesses of TCIL and its subsidiaries and associates. Lockdown guidelines
issued by Central/State governments mandated cessation of air traffic and other forms of public transport as well as closure of hotel
operations.
With the lifting of the partial lockdown restrictions, the Group has started re-opening it’s branches and other establishments. The Group
expects all the operations becoming normal in a phased manner after the lockdown is lifted and the confidence of corporates / travelers
is restored. The Group expects the demand for its services to pick up albeit at a slower pace once lockdown is lifted.
The Group has assessed the impact of COVID-19 on the carrying amount of its assets and revenue recognition. In developing the
assumptions relating to the possible future uncertainties, the Group, as on date of approval of these Consolidated financial results
has used internal and external sources of information to the extent available. The Group, based on current estimates and information,
expect the carrying amount of these assets to be recovered. The Group has assessed the impact for existing and anticipated effects of
COVID-19 on the future cash flow projections on the basis of significant assumptions as per the available information.
The Group has comfortable liquidity position to meet its commitments and in addition to this funds are expected to be generated
from the operating activities as well as availability of assets (land, buildings, trade receivables etc.) for securitization/monetization
for additional funds. The Group has undertaken various cost saving initiatives to maximise operating cash flows and conserve cash
position in the given situation. Accordingly, the Board has not recommended any final dividend for the financial year 2019-20. Based on
aforesaid assessment management believes that as per, estimates made conservatively, the Group will continue as a going concern. The
Group continues to monitor any material changes to its COVID‐19 impact assessment, resulting from the future economic conditions
and future uncertainty, if any.
3 Basis of Consolidation
List of subsidiary companies, associates and joint ventures considered in the consolidated financial statements is as follows:
Sr. Name of the Company Note Country of Proportion of Ownership
No. Incorporation (Effective holding)
As at As at
March 31, 2020 March 31, 2019
1 Thomas Cook (India) Limited India - -
Subsidiaries- Indian
2 Travel Corporation (India) Limited 7 India - 100.0%
3 TC Tours Limited India 100.0% 100.0%
4 Indian Horizon Marketing Services Limited India 100.0% 100.0%
5 TC Visa Services (India) Limited India 100.0% 100.0%
6 Jardin Travel Solutions Limited India 100.0% 100.0%
7 Borderless Travel Services Limited India 100.0% 100.0%
8 Sterling Holiday Resorts Limited (SHRL) 2 India 100.0% 100.0%
9 Sterling Holidays (Ooty) Limited 2 India 98.0% 98.0%
10 Sterling Holidays Resorts (Kodaikannal) Limited 2 India 98.0% 98.0%
11 Nature Trails Resorts Private Limited 2 India 100.0% 100.0%
12 SOTC Travel Limited India 100.0% 100.0%
13 Travel Corporation (India) Limited (formerly know as India 100.0% 100.0%
SOTC Travel Management Private Limited)
14 TC Forex Services Limited 7 India - 100.0%
15 TC Travel Services Limited 7 India - 100.0%
16 BDC Digiphoto Imaging Solutions Private Limited 6 India 51.0% -
Subsidiaries- Foreign
17 Thomas Cook Lanka (Private) Limited Sri Lanka 100.0% 100.0%
18 Thomas Cook (Mauritius) Holding Company Limited Mauritius 100.0% 100.0%
19 Thomas Cook (Mauritius) Operations Company 5 Mauritius 100.0% 100.0%
Limited
20 Thomas Cook (Mauritius) Holidays Limited 5 Mauritius 100.0% 100.0%
21 Luxe Asia Private Limited, subsidiary of Thomas Cook Sri Lanka 100.0% 100.0%
Lanka (Private) Limited
22 Travel Circle International Ltd Hong Kong 100.0% 100.0%
23 Horizon Travel Services LLC 3 USA 100.0% 100.0%
24 Alliedtpro Travel Canada Ltd, subsidiary of Horizon 3 Canada 100.0% -
Travel Services LLC
25 Travel Circle International (Mauritius) Limited 1,3 Mauritius 100.0% 100.0%
26 Asian Trails Holding Limited 3 Mauritius 80.0% 80.0%
27 Asian Trails International Travel Services (Beijing) 3 China 80.0% 80.0%
Limited (formerly known as Kuoni Destination
Management (Beijing) Limited)
28 ATC Travel Services (Beijing) Limited, subsidiary of 3 China 56.0% 56.0%
Kuoni Destination Management (Beijing) Limited
29 Asian Trails (Malaysia) SDN BHD 3 Malaysia 80.0% 80.0%
30 Asian Trails (Vietnam) Company Limited 3 Vietnam 56.0% 56.0%
31 Asian Trails Company Limited 3 Cambodia 76.0% 76.0%
32 Asian Trails Tours Limited 3 Myanmar 68.0% 68.0%
33 AT Lao Company Limited 3 Laos 64.0% 64.0%
34 PT Asian Trails Limited 3 Indonesia 52.8% 52.8%
35 Asian Trails Limited 3 Thailand 80.0% 80.0%
36 Chang Som Limited 3 Thailand 80.0% 80.0%
37 Asian Trails Singapore Pte. Ltd. 3 Singapore 80.0% -
38 Thomas Cook In Destination Management (Thailand) 3 Thailand 78.4% -
Limited
39 Desert Adventures Tourism LLC 3 Dubai 100.0% 100.0%
Sr. Name of the Company Note Country of Proportion of Ownership

No. Incorporation (Effective holding)
As at As at
March 31, 2020 March 31, 2019
40 Desert Adventure Tourism Limited 3 Jordan 100.0% 100.0%
41 Muscat Desert Adventure Tourism LLC 3 Oman 100.0% 100.0%
42 Gulf Dunes LLC 3 Oman 100.0% 100.0%
43 Gulf Dunes Tourism LLC, subsidiary of Gulf Dunes LLC 3 Dubai 100.0% 100.0%
44 Reem Tours & Travel LLC 3 Dubai 100.0% 100.0%
45 Kuoni Australia Holding Pty. Ltd. 3 Australia 100.0% 100.0%
46 Australia Tours Management Pty. Ltd 3 Australia 100.0% 100.0%
47 Private Safaris (East Africa) Limited 3 Kenya 100.0% 100.0%
48 Kuoni Private Safaris (Pty.) Limited 3 South Africa 100.0% 100.0%
49 Kuoni Private Safaris Namibia (Pty.) Limited 3 Namibia 100.0% 100.0%
50 SITA World Travel (Nepal) Pvt Ltd 4 Nepal 63.3% 63.3%
51 SITA World Travel Lanka (Pvt) Ltd 4 Sri Lanka 100.0% 100.0%
52 DEI Holdings Limited 6 Jafza 51.0% 51.0%
53 Digiphoto Entertainment Imaging LLC 6 UAE 51.0% 51.0%
54 Digiphoto Entertainment Imaging SDN. BHD. 6 Malaysia 51.0% 51.0%
55 Digiphoto Entertainment Imaging Pte Limited 6 Singapore 51.0% 51.0%
56 PT. Digiphoto Imaging Indonesia 6 Indonesia 51.0% 51.0%
57 Digiphoto Entertainment Image (Shanghai) Co. 6 China 51.0% 51.0%
Limited
58 Digiphoto Entertainment Imaging Limited 6 Hongkong 51.0% 51.0%
59 Digiphoto Imaging (Macau) Limited 6 Macau 51.0% 51.0%
60 DEI Solutions Limited 6 Mauritius 51.0% 51.0%
61 Digiphoto SAE 6 Egypt 51.0% 51.0%
62 Digiphoto Entertainment Imaging Co. Ltd 6 Thailand 51.0% 51.0%
63 D E I General Trading LLC 6 UAE 51.0% 51.0%
64 Digi Photo Electronics Repairing LLC 6 UAE 51.0% 51.0%
65 Digiphoto Entertainment Imaging LLC, subsidiary of 6 USA 51.0% -
Horizon Travel Services LLC
Associate Enterprise / Joint Venture
66 TCI-Go Vacation India Private Limited India 49.0% 49.0%
67 Quess Corp Limited (till March 31, 2019) India - 48.8%
68 Thomas Cook In Destination Management (Thailand) Thailand - 34.0%
Limited (till January 2, 2020)
69 Traveljunkie Solutions Private Limited India 26.3% 15.6%
70 Panorama Destination (Vietnam) JV Ltd Vietnam 32.0% -
Notes:
1 The Company and SOTC Travel Limited hold 49% and 51% stake, respectively, in Travel Circle International (Mauritius) Limited.
2 These companies are subsidiaries of Sterling Holiday Resorts Limited and step down subsidiaries of Thomas Cook (India) Limited.
Sterling Holiday Resorts Limited and its subsidiaries collectively defined as "Sterling Group".
3 These companies are subsidiaries of Travel Circle International (Mauritius) Limited and step down subsidiaries of Thomas Cook
(India) Limited. Travel Circle International (Mauritius) Limited and its subsidiaries and Horizon Travel Services LLC collectively
defined as "DMS Group".
4 These companies are subsidiaries of Travel Corporation (India) Limited and step down subsidiaries of Thomas Cook (India) Limited.
5 These companies are subsidiaries of Thomas Cook (Mauritius) Holding Company Limited and step down subsidiaries of Thomas
Cook (India) Limited.
6 These companies are subsidiaries of Travel Circle International (Mauritius) Limited and step down subsidiaries of Thomas Cook
(India) Limited. DEI Holdings Limited and its subsidiaries along with BDC Digiphoto Imaging Solutions Private Limited and
Digiphoto Entertainment Imaging LLC, USA collectively defined as "DEI Group".
7 These companies were dissolved w.e.f November 25, 2019 pursuant to composite scheme of arrangement and amalgamation.
4(a) Property, plant and equipment
Particulars Freehold Office Leasehold Furniture Computer Plant and Leasehold Office Vehicles Electrical Total
Land Building Improvements and Equipment Machinery Land equipments Fittings
Fixtures
Year ended March 31, 2019
Opening as at April 1, 2018 5,511.8 52,235.8 4,429.0 8,555.8 4,642.9 2,751.8 1,698.9 2,263.0 3,381.9 5,052.2 90,523.1
Acquisition / taken over pursuant to - - - 461.7 2,395.0 - - - 50.4 - 2,907.1
business combination
Additions / adjustments 46,732.7 1,078.9 240.7 1,359.1 888.3 63.0 1,206.5 279.6 1,255.1 194.9 53,298.8
Translation difference - 17.2 97.7 44.0 71.5 - - 32.3 130.0 4.4 397.1
Disposals / transfer - (65.2) (532.2) 147.1 (234.9) (124.7) - (171.6) (63.0) (48.7) (1,093.2)
Closing gross carrying amount 52,244.5 53,266.7 4,235.2 10,567.7 7,762.8 2,690.1 2,905.4 2,403.3 4,754.4 5,202.8 1,46,032.9
Opening as at April 1, 2018 - 2,853.4 2,083.1 3,159.6 3,231.6 538.6 95.5 1,484.6 1,895.5 1,189.5 16,531.4
Depreciation charge during the year - 1,266.1 280.4 1,302.5 889.3 294.6 33.7 303.4 482.4 566.7 5,419.1
Acquisition / taken over pursuant to - - - 249.5 1,146.4 - - - 46.4 - 1,442.3
Adjustment in retained earnings - - - - - - - - (1.0) - (1.0)
Disposals / transfer - (60.5) (131.6) (187.8) (299.7) (123.4) - (188.8) 123.0 (47.9) (916.7)
Closing accumulated depreciation - 4,074.9 2,327.9 4,573.0 5,030.0 709.8 129.2 1,630.3 2,663.7 1,712.5 22,851.3
Net carrying amount as at March 31, 52,244.5 49,191.8 1,907.3 5,994.7 2,732.8 1,980.3 2,776.2 773.0 2,090.7 3,490.3 1,23,181.6
2019
Opening as at April 1, 2019 52,244.5 53,266.7 4,235.2 10,567.7 7,762.8 2,690.1 2,905.4 2,403.3 4,754.4 5,202.8 1,46,032.9
Acquisition / taken over pursuant to - - 70.5 140.4 786.3 - - 13.2 0.6 - 1,011.0
Additions / adjustments - 208.0 275.9 1,383.6 2,251.6 62.4 - 260.0 1,117.2 48.9 5,607.6
Adjustment pursuant to Ind AS 116 - - - - - - (2,905.4) - (182.6) - (3,088.0)
transition {refer note (ii) below}
Adjustment pursuant to composite - - - (13.6) (10.2) - - (2.2) - - (26.0)
scheme {refer note 36 (iv)}
Disposals/transfer - (104.5) (106.5) (168.1) (69.1) (10.0) - (213.8) (514.8) (26.0) (1,212.8)
Closing gross carrying amount 52,244.5 53,380.5 4,637.4 12,041.8 11,081.6 2,742.5 - 2,504.0 5,342.9 5,232.9 1,49,208.1
Opening as at April 1, 2019 - 4,074.9 2,327.9 4,573.0 5,030.0 709.8 129.2 1,630.3 2,663.7 1,712.5 22,851.3
Depreciation charge during the year - 1,355.3 265.9 1,482.8 1,486.8 237.5 - 354.4 514.6 568.0 6,265.3
Acquisition / taken over pursuant to - - 36.3 46.9 388.0 - - 1.4 0.2 - 472.8
Adjustment pursuant to composite - - - (2.9) (9.5) - - (1.3) - - (13.7)
scheme {refer note 36 (iv)}
Adjustment pursuant to Ind AS 116 - - - - - - (129.2) - (21.3) - (150.5)
transition {refer note 4(a)(ii)}
Disposals / transfer - (104.0) (66.6) (109.4) (101.0) (2.0) - (204.1) (356.4) (21.4) (964.9)
Closing accumulated depreciation - 5,335.3 2,724.1 6,072.2 7,019.3 945.3 - 1,822.2 2,939.2 2,265.8 29,123.4
Net carrying amount as at 52,244.5 48,045.2 1,913.3 5,969.6 4,062.3 1,797.2 - 681.8 2,403.7 2,967.1 1,20,084.7
March 31, 2020
(i) Cost of office building includes:

(a) 70 (Previous year - 70) unquoted fully paid-up Shares of Rs. 0.04 lakhs (Previous year Rs. 0.04 lakhs) in various Co-operative
Societies.
(b) Share application money of Rs. 0.02 lakhs (Previous year Rs. 0.02 lakhs) to various Co-operative Societies.
(c) Premises of Rs. 13,948.6 lakhs (Previous year Rs. 14,206.7 lakhs) where the Co-operative Society is yet to be formed.
(ii) Leasehold land of carrying value of Rs. 2,776.2 lakhs as at March 31, 2019 represents parcels of land which were obtained by the Group
for a lease term of more than or equal to 92 to 105 years. Vehicles of carrying value of vehicles of Rs. 161.3 lakhs as at March 31 2019
were under finance lease. Lease hold land and vehicles under finance lease has now been transferred to right of use assets as per the
adoption of new standard Ind AS 116 "Leases".
(iii) Property related matters
Refer note 39 for disclosure of certain property related matters.
(iv) Assets held as pledge
Refer note 35 for disclosure of assets held as pledge.
(v) During the previous year, Sterling has changed its accounting policy with respect to measurement of freehold and leasehold land from
the cost model to revaluation model with effect from April 1, 2018. Refer note 42.
4(b) Capital work in progress
March 31, 2019 688.4
March 31, 2020 1,130.0
Capital work-in-progress mainly comprises of Resort Properties under construction/renovation, computer equipment, properties,
furniture & fixtures & office equipment.
Contractual obligations
Refer Note 41(a) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
5 Goodwill
Carrying value at the beginning of the year 1,00,962.3 87,950.6
Addition during the year:
DEI Group 1,346.6 11,149.9
Translation differences 4,375.8 1,861.8
Total 1,06,684.7 1,00,962.3
Refer note 36 for details of business acquisition and goodwill thereon.
Impairment tests for goodwill
Goodwill is monitored by the management at the Entity level ("CGU").
Entity level summary of goodwill allocation, including translation differences, is presented below.
Particulars March 31, 2020 March 31, 2019
Sterling Group 24,788.8 24,788.8
Travel Corporation India Limited 14,539.7 14,539.7
SOTC Travel Limited 15,794.6 15,794.6
Travel Circle International Limited 20,416.4 18,492.8
DMS Group 15,954.4 14,581.7
TC Forex Services Limited (merged with the Company w.e.f. April 1, 2019) 1,181.7 1,181.7
TC Travel Services Limited (merged with the Company w.e.f. April 1, 2019) 63.7 63.7
DEI Group 13,576.0 11,149.9
Others 369.4 369.4
1,06,684.7 1,00,962.3
Significant Estimate
The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash generating
unit (CGU) is determined based on value-in-use calculations which require the use of assumptions (other than goodwill arising on
acquisition of Sterling). The calculations use cash flow projections based on financial budgets approved by management covering a
five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. These growth
rates are consistent with forecasts included in industry reports specific to the industry in which each CGU operates. The entire amount
of goodwill pertains to Sterling business (cash generating unit) generated at the time of acquisition and is tested for impairment on
an annual basis. Recoverable amount of the CGU is based on its property fair values less cost to sell which is higher than the carrying
value of the cash generating unit. Fair value of investment in Sterling Group is calculated by valuing the properties and freehold land
by Independent Valuer after deducting the fair values of other tangible assets and liabilities. The fair value is more than the carrying
value of the investment as at March 31, 2020 and March 31, 2019.
The following table sets out the key assumptions for the other CGUs that have significant goodwill allocated to them:
Sales volume % growth 5% - 25.0% 5% - 14.4%
Terminal growth rate 2%-5% 5.0%
Discount rate 9%-13.50% 9.0%
As at March 31, 2020, the estimated recoverable amount of each of the CGU’s exceeded its carrying amounts and hence impairment is
not triggered.
6(a) Other intangible assets
Particulars Brand Value Software Total
Opening as at April 1, 2018 8,561.1 7,760.4 16,321.5
Additions - 2,015.6 2,015.6
Disposals / transfer - (213.5) (213.5)
Acquisition / taken over pursuant to business combination - 5,754.8 5,754.8
Translation differences 162.8 (17.5) 145.3
Closing gross carrying amount 8,723.9 15,299.8 24,023.7
Opening as at April 1, 2018 215.9 5,768.3 5,984.2
Amortisation charge for the year 199.7 1,104.5 1,304.2
Acquisition / taken over pursuant to business combination - 710.3 710.3
Translation differences 4.6 (34.2) (29.6)
Closing accumulated amortisation 420.2 7,418.6 7,838.8
Net carrying amount as at March 31, 2019 8,303.7 7,881.2 16,184.9
Opening as at April 1, 2019 8,723.9 15,299.8 24,023.7
Additions {refer note (ii) below} 2,032.5 912.8 2,945.3
Translation differences 266.3 522.9 789.2
Closing gross carrying amount 11,022.7 16,705.5 27,728.2
Opening as at April 1, 2019 420.2 7,418.6 7,838.8
Amortisation charge for the year 227.6 1,972.7 2,200.3
Provision for impairment - 1,395.5 1,395.5
Translation differences 32.7 130.0 162.7
Closing accumulated amortisation 680.5 10,897.6 11,578.1
Net carrying amount as at March 31, 2020 10,342.2 5,807.9 16,150.1
(i) Software
Intangible Assets (software) includes Internally generated / developed software - Gross Block Rs. 1,984.9 lakhs (Previous year Rs.
2,000.5 lakhs); Net Block Rs. 101.1 lakhs (Previous year Rs. 202.6 lakhs).
(ii) Brand
During the year, the Company purchased the rights to the Thomas Cook Brand for India, Sri Lanka and Mauritius markets from
Thomas Cook UK and others.
6(b) Intangible assets under development
March 31, 2019 44.7

March 31, 2020 60.0
Intangible assets under development mainly comprises of website and software development.
6(c) Leases
Transition to Ind AS 116 “Leases”
Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies
(Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 “Leases” which replaces the existing lease standard,
Ind AS 17 leases and other interpretations with effect from April 1, 2019.
The Group has adopted Ind AS 116 “Leases” effective April 1, 2019 and applied the standard to all lease contracts existing on April 1,
2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date of initial
application. The Group has elected not to apply the requirements of Ind AS 116 “Leases” to short-term leases of all assets that have a
lease term of 12 months or less and leases for which the underlying asset is of low value.
Consequently, the Group recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing
rate at the date of initial application and the right of use asset as an amount equal to the lease liability, adjusted by the amount of
any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial
application.
Comparatives as at and for the year ended March 31, 2020 have not been retrospectively adjusted and therefore will continue to be
reported under the accounting policies reported for year ended March 31, 2019.
On transition, the adoption of the new standard resulted in recognising a right-of-use assets of Rs. 24,886.3 lakhs and a corresponding
lease liability of Rs. 21,295.3 lakhs. The cumulative effect of applying the standard amounting to Rs. 199.7 lakhs (net of deferred tax of
Rs. 107.2 lakhs) has been credited in retained earnings.
On application of Ind AS 116, the nature of the expenses has changed from lease rent in previous periods to depreciation cost for the
right-of-use asset and finance cost for interest accrued on lease liability. The adoption of the standard has an impact of increase in total
expense by Rs. 937.3 lakhs for the year ended March 31, 2020.
Ind AS 116 will result in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities
on account of lease payments.
(i) Right of use assets
Particulars Building Leasehold Office Vehicles Total

land equipments
Opening as at April 1, 2019 (transition date) 21,583.1 3,026.6 47.5 229.1 24,886.3
Acquisition / taken over pursuant to 83.2 - - - 83.2
Additions / adjustments during the year 10,174.8 - - 136.3 10,311.1
Disposals/transfer (1,314.4) - - - (1,314.4)
Translation difference 442.3 - (4.5) 2.1 439.9
Closing gross carrying amount 30,969.0 3,026.6 43.0 367.5 34,406.1
Opening as at April 1, 2019 (transition date) - - - - -

Depreciation charge during the year 6,413.4 74.1 16.4 88.9 6,592.8
Acquisition / taken over pursuant to 10.0 - - - 10.0
Disposals / transfer during the year (84.1) - - - (84.1)
Translation difference 81.0 - (1.4) 0.1 79.7
Closing accumulated depreciation 6,420.3 74.1 15.0 89.0 6,598.4
Net carrying amount as at March 31, 2020 24,548.7 2,952.5 28.0 278.5 27,807.7
(ii) Lease liabilities

The following is the movement in lease liabilities
Particulars March 31, 2020
Opening as at April 1, 2019 (transition date) 21,295.3
Additions 10,189.3
Additions through business combination 74.1
Disposal and adjustments (1,260.7)
Interest on lease liabilities 1,909.3
Payment of lease liabilities (7,209.1)
Translation difference 362.0
Classification as
Non current 18,314.6
Current 7,045.6
The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance
leases reported as at March 31, 2019 compared to the lease liability as accounted as at April 1, 2019 is primarily due to inclusion
of present value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease liabilities
as per the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Group has chosen to apply the
practical expedient as per the standard.
The weighted average incremental borrowing rate applied is 8.17%.
Below are the contractual maturities of lease liabilities as of March 31, 2020 on an undiscounted basis:
Less than one year 7,963.0
One to five year 17,834.2
More than five years 5,595.5
Total undiscounted lease liabilities as at March 31, 2020 31,392.7
(iii) Amount recognised in statement of profit and loss
During the year ended March 31, 2020 as per Ind AS 116
Interest on lease liabilities 1,909.3
Depreciation on right-of-use assets 6,592.8
short-term leases and low value leases 3,846.1
12,348.2
During the year ended March 31, 2019 as per Ind AS 17
Rent expense 14,459.7
(iv) Amount recognised in the statement of cash flow
Repayment of lease liabilities-Principal amount 5,299.8
Repayment of lease liabilities-Interest amount 1,909.3
7,209.1
7 Investments accounted for using equity method
Investment in associates
Quoted
Nil (March 31, 2019: 71,323,496) fully paid-up equity shares of par value Rs. 10 each of - 7,30,343.5
Quess Corp Limited {Refer note 37(b)(i)}
Unquoted
5,020 (March 31, 2019: 2,510) fully paid up compulsory convertible preference shares 133.4 177.9
of par value of Rs. 100 each of Traveljunkie Solutions Private Limited
980,000 (March 31, 2019: 980,000) fully paid up equity shares of par value of Rs. 10 937.8 585.6
each of TCI Go Vacation India Private Limited
Panorama Destination (Vietnam) JV Limited (32% capital contribution) 11.5 -
Nil (March 31, 2019: 117,600) fully paid up Class B preference shares of par value of - 227.8
THB 100 each of Thomas Cook In Destination Management (Thailand) Limited
Total 1,082.7 7,31,334.8
Aggregate amount of quoted investments - 7,30,343.5
Aggregate amount of unquoted investments 1,082.7 991.3
Market value of quoted investments - 5,33,820.7
Aggregate amount of impairment in the value of investments - -
8(a) Non-current investments

Quoted
- Fair value through profit and loss
Equity investments in other companies (fully paid up) 2,962.3 1.4
Unquoted
- Fair value through profit and loss
Equity investments in other companies (fully paid up) 9.6 9.6
Total 2,971.9 11.0
Aggregate amount of quoted investments 2,962.3 1.4
Aggregate amount of unquoted investments 9.6 9.6
Market value of quoted investments 2,962.3 1.4
8(b) Current investments

Quoted
Fair value through profit and loss
Investment in mutual funds 4,429.9 9,908.5
Unquoted
At amortised cost
Investment in Government Securities 1,529.5 444.2

Total 5,959.4 10,352.7
Aggregate Amount of quoted investments and market value thereof 4,429.9 9,908.5
Aggregate Amount of unquoted investments 1,529.5 444.2
Aggregate Amount of impairment in the value of investments - -
8(c) Trade receivables
Non current trade receivables 643.3 1,666.3
Less : Allowance for expected credit loss - -
Less : Deferred income (58.4) (410.4)
Total 584.9 1,255.9
Current trade receivables 67,786.4 1,01,234.6
Less: Provision for cancellation (881.6) (614.2)
Less : Allowance for expected credit loss (6,141.4) (5,738.4)
Less : Deferred income (13,349.6) (11,953.9)
Total 47,413.8 82,928.1
Break up of security details
Trade receivables considered good - secured - -
Trade receivables considered good - unsecured 62,288.3 96,548.3
Trade receivables - credit impaired 6,141.4 6,352.6
Total 68,429.7 1,02,900.9
Less: Provision for cancellation (881.6) (614.2)
Less : Allowance for expected credit loss (6,141.4) (5,738.4)
Less: Deferred income (13,408.0) (12,364.3)
Total 47,998.7 84,184.0
Current portion 47,413.8 82,928.1
Non-current portion 584.9 1,255.9
Trade receivables from related parties (refer note 32) 145.3 1,212.0
8(d) Cash and cash equivalents

Balances with banks:
- In current accounts 28,076.1 59,293.8
- Fixed deposits with original maturity of less than three months 28,936.4 8,325.7
Balance in EEFC accounts 4,763.4 253.2
Remittance in transit (including foreign currencies - notes and paid documents) 20.7 412.3
Cheques on hand 106.3 1,083.2
Cash on hand (including foreign currencies - Notes and paid documents) 1,949.9 5,606.1
Total 63,852.8 74,974.3
8(e) Bank balances other than cash and cash equivalents

Fixed deposits with maturity of less than 12 months* 42,186.9 28,404.1
Unclaimed dividend 42.5 38.9
Total 42,229.4 28,443.0
* Includes lien as per terms of contract with moneygram, western union, airport authorities, banks and others Rs. 1,876.7 lakhs (March
31, 2019: Rs. 320.0 lakhs)
8(f) Loans
March 31, 2020 March 31, 2020 March 31, 2019 March 31, 2019
Unsecured, considered good
Loans to employees - 127.9 - 117.4
Others 1,342.5 - 1,050.9 -
Loans to related parties - 150.0 - -
Security deposits:
Considered good 4,456.1 2,878.4 2,998.2 469.3
Credit impaired 55.5 300.2 37.0 -
Less : Impairment loss allowance (55.5) (300.2) (37.0) -
Total 5,798.6 3,156.3 4,049.1 586.7
8(g) Other financial assets
Fixed deposits with maturity of more than 12 5,624.4 - 2,466.4 -
months*
Security deposits 1,009.2 2,419.2 1,068.1 4,866.2
Accrued revenue - 6,894.5 - 10,432.7
Interest receivable from related parties - 7.0 - -
Insurance claim receivable - 47.7 - 96.6
Interest accrued on bank deposits 76.9 759.8 3.7 678.2
Interest receivable on trade receivables - - - 12.6
Receivable on sale of fixed assets (Refer Note 39) 597.6 - 597.6 -
Derivative assets - - - 121.0
Others 11.6 2,608.5 0.3 3,375.4
Total 7,319.7 12,736.7 4,136.1 19,582.7
* Includes lien as per terms of contract with moneygram, western union, airport authorities, banks and others Rs. 2,151.3 lakhs (March
31, 2019: Rs. 1,659.7 lakhs)
9(a) Other non-current assets
Capital advances 414.0 427.7
Gratuity fund 2.9 16.3
Prepaid expenses 825.9 1,161.5
Claim receivables - 116.1
Unamortised expenses* 8,805.2 7,372.7
Others 186.6 1.0
Total 10,234.6 9,095.3
*Unamortised expenses relates to incremental costs of acquisition of new members that are deferred over the period of effective
membership. Incremental costs are those that would not have been incurred if the contract was not obtained.
9(b) Other current assets

Advance to suppliers:
Unsecured considered good 34,936.1 64,284.6
Unsecured considered doubtful 430.9 590.5
Less: Allowance for credit impaired (430.9) (590.5)
Gratuity fund - 3.0
Advance to employees:
Unsecured considered good 454.9 552.8
Unsecured considered doubtful 99.9 92.7

Less: Allowance for doubtful advances (net) (99.9) (92.7)
Prepaid expenses 2,428.4 3,846.3
Others 1,121.8 1,093.1
Export benefit receivable - 3,358.2
Unamortised expenses 534.1 380.7
Balances with Government authorities 5,325.9 4,717.3
Total 44,801.2 78,236.0
10 Inventories
Food and beverages 58.8 49.0
Raw material, consumables and other supplies 2,238.8 1,529.9
Total 2,297.6 1,578.9
Due to outbreak of COVID-19, management has performed impairment assessment of all inventory as at March 31, 2020 and carrying
value of inventories with shorter shelf life have been written off.
11 Income tax assets (net)

Non current tax assets (net of provision for tax) 15,345.7 10,457.1
Total 15,345.7 10,457.1
12(a) Equity share capital

Particulars Equity share capital Preference share capital
Number of shares Amount Number of shares Amount
(In Lakhs) (In Lakhs)
Authorised
As at March 31, 2019 13,350.0 13,350.0 2,500.0 25,000.0
Adjustment pursuant to composite scheme 6,443.0 6,443.0 - -
{refer note 36(iv)}
Movement during the year - - - -
As at March 31, 2020 19,793.0 19,793.0 2,500.0 25,000.0
#1,979,300,000 (Previous year 1,350,000,000) Equity Shares of Rs. 1/- each
(i) Issued, subscribed and fully paid up capital

Particulars Equity share capital
Number of shares Amount
(In Lakhs)
As at April 1, 2018 3,702.1 3,702.1
As at March 31, 2019 3,707.3 3,707.3
As at March 31, 2020 3,782.8 3,782.8
(ii) Terms and rights attached equity shares

The Company has one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per
share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual
general meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution to preference shareholders of all preferential amounts, in proportion to their
shareholding.
Shares reserved for issue under options
Information relating to Thomas Cook India Limited's Employee Option Plan, including details of options issued, exercised and
lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 34.
(iii) Shares of the company held by the Subsidiaries of the ultimate holding company
No of Shares Amount No of Shares Amount
(In Lakhs) (In Lakhs)
Equity Shares
Fairbridge Capital (Mauritius) Limited 2,481.5 2,481.5 2,481.5 2,481.5
(iv) Shareholding Pattern (Shareholders holding 5% or more shares in the Company)
Category of Shareholder March 31, 2020 March 31, 2019
Number of % of Holding Number of shares % of Holding
shares (In Lakhs)
(In Lakhs)
Equity Shares
Fairbridge Capital (Mauritius) Limited 2,481.5 65.6% 2,481.5 66.9%
Aditya Birla Sun Life Trustee Private 316.3 8.4% - -
Limited A/C Aditya Birla Sun Life Bal
Bhavishya Yojna - Wealth Plan
Aditya Birla Sun Life Trustee Private Limited - - 281.4 7.6%
A/C Aditya Birla Sun Life Tax Relief 96
(v) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the
period of five years immediately preceding the reporting date
There are nil bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five
years immediately preceding the reporting date.
12(b) Treasury shares

Particulars Treasury shares
Number of shares Amount
(In Lakhs)
As at April 1, 2018 - -
Add: Addition on account of issue of treasury shares - -
As at March 31, 2019 - -
Add: Addition on account of issue of treasury shares 73.6 (5,142.0)
As at March 31, 2020 73.6 (5,142.0)
During the year ended March 31, 2020, the Company formed Thomas Cook Employee Benefit Trust (branch), as per Composite Scheme
of Arrangement and Amalgamation (refer Note 36(iv) and 46), which subscribed 73,56,122 shares of the Company for Rs. 11,048.8
lakhs. These shares held by above mentioned trust are treated as treasury shares.
12(c) Reserves and surplus

Capital Reserve 1,897.9 1,894.7
Capital Redemption Reserve 10.0 12,500.0
Debenture Redemption Reserve - 367.7
Share Option Outstanding Account 2,181.6 2,794.1
Securities Premium Account 1,87,622.5 1,80,457.3
General Reserves 8,960.9 8,907.8
Retained Earnings (82,343.1) 6,31,737.0
Currency Translation Reserve 4,703.5 2,457.1
Revaluation Reserve 44,772.3 44,503.2

Total 1,67,805.6 8,85,618.9
(i) Capital reserve

Opening Balance 1,894.7 1,894.7
Add: Increase during the year 3.2 -
(ii) Capital redemption reserve
Add: Transfer from retained earnings 10.0 -
Less: Pursuant composite scheme of arrangement and amalgamation (12,500.0) -
Closing balance 10.0 12,500.0
(iii) Debenture redemption reserve

Opening Balance 367.7 2,887.5
Add: Transfer from retained earnings - 813.6
Less: Pursuant composite scheme of arrangement and amalgamation (367.7)
Less: Transfer to general reserves - (3,333.4)
Closing balance - 367.7
(iv) Share option outstanding account

Add: Charge to options 1,548.3 1,251.3
Less: Transfer to securities premium on exercise of stock options (214.7) (1,930.4)
Less: Transfer to general reserve (53.1) (71.7)
Less: Transfer to stock option liability (1,550.0) -
Less: Pursuant composite scheme of arrangement and amalgamation (343.0) -
(v) Securities premium account

Opening Balance 1,80,457.3 1,77,973.9
Add: Addition on account of issue of shares 11,094.6 553.0
Add: Transfer from share option outstanding account 214.7 1,930.4
Less: Pursuant composite scheme of arrangement and amalgamation (4,144.1) -
Closing balance 1,87,622.5 1,80,457.3
(vi) General reserve

Add: Transfer from debenture redemption reserve - 3,333.4
Add: Transfer from share options outstanding reserve upon cancellation 53.1 71.7
Closing Balance 8,960.9 8,907.8
(vii) Retained earnings
Opening Balance 6,31,737.0 6,58,378.3
Share of (loss) / profit for the year (69.0) 8,481.8
Share of comprehensive (expense) / income for the year (290.1) (374.4)
Dividend paid including dividend distribution tax (1,676.8) (1,675.0)
Effect of adoption of accounting policy as per Ind AS 116 and Ind AS 115 199.7 (30,259.9)
Depreciation transfer for fixed assets - 1.0
Share of change in other net assets of associates accounted for using equity (28.0) 55.4
method
Decrease due to change in stake in subsidiary - (2,056.6)
Less: Pursuant composite scheme of arrangement and amalgamation (7,12,205.9) -
Transfer to capital redemption reserve (10.0) -
Transfer to debenture redemption reserve - (813.6)
Closing Balance (82,343.1) 6,31,737.0
(viii) Other comprehensive income - foreign currency translation reserve

Opening Balance 2,457.1 709.7
Add/(Less) : Increase/(Decrease) during the year 2,556.1 1,437.7
Share of change in foreign currency translation reserve of equity accounted - 309.7
investees
Less: Pursuant composite scheme of arrangement and amalgamation (309.7) -
(ix) Other comprehensive income - revaluation reserve
Opening Balance 44,503.2 -
Add: Increase during the year 269.1 44,503.2
13(a) Non-current borrowings

Secured:
Obligations under finance lease [Refer note (a)] - 122.2
Term loans from banks [Refer note (b)] 19,074.4 23,265.3
Unsecured:
Term loans from banks [Refer note (c)] - 900.0
19,074.4 24,287.5
Less: Issue expenses 298.7 173.9

Total 18,775.7 24,113.6
(a) Nature of security and terms of repayment for secured borrowings

Nature of security Terms of repayment
Finance lease obligations and vehicle Loan are secured by Monthly payment of Equated Monthly Instalments beginning
hypothecation of assets underlying the leases. from the month of taking the lease.
During the year obligations under finance lease were transferred to lease liabilities.
(b) Term loan from banks - secured
i) Loan amounting to Rs. 4,950.0 lakhs (net of processing fees) from HDFC Bank Limited is secured by way of hypothecation of
movable fixed assets acquired through the term loan at resorts namely Mussoorie, Manali, Darjeeling, Ooty Fern Hill and Kodai
Valley View and by way of pledge of immovable properties at Mussoorie and Yercaud and is repayable in 24 equal quarterly
installments including a moratorium of 12 months from the date of loan (January 4, 2016). The loan amount outstanding as
at year end is Rs. 2,432.6 lakhs (March 31, 2019: Rs. 3,216.7 lakhs).
ii) Loan amounting to Rs. 2,500.0 lakhs from HDFC Bank Limited is repayable in 44 monthly installments commencing from
August 24, 2015 along with an interest rate of base rate + 1.55% p.a.. The loan is secured by way of assignment of receivables
amounting to Rs. 4,439.28 lakhs with 100% recourse to the Sterling. The loan amount outstanding as at year end is Nil (March
31, 2019: Rs. 22.3 lakhs).
iii) Loan amounting to Rs. 350.0 lakhs from HDFC Bank Limited is repayable in 20 quarterly installments commencing from
February 25, 2018 along with an interest rate of 8.95% linked to 1 year MCLR with annual reset. The loan is secured by way of
exclusive charge on the movable fixed assets of sterling financed out of the loan and further secured by extension of existing
mortgage at Mussoorie and negative lien on property at Yercaud. The loan amount outstanding as at year end is Rs. 192.5
lakhs (March 31, 2019: Rs. 262.5 lakhs).
iv) Loan amounting to Rs. 6.6 lakhs from HDFC Bank is secured by way of hypothecation of the underlying vehicles and is
repayable in 48 equated monthly installments starting from the date of the loan (August 28, 2017) along with interest at the
rate of 8.46% per annum. The loan amount outstanding as at year end is Rs. 3.51 lakhs (March 31, 2019: Rs. 4.9 lakhs). Loan
amounting to Rs. 16.8 lakhs from HDFC Bank Limited is secured by way of hypothecation of underlying vehicle is repayable in
36 equated monthly installments including a moratorium of 3 months commencing from July 1, 2020 along with an interest
rate of 10.0%. The loan amount outstanding as at year end is Rs. 16.8 lakhs (March 31, 2019: Nil).
v) Loan amounting to Rs. 1,069.2 lakhs (March 31, 2019: Rs. 911.6 net of processing fees) from Yes Bank is secured by way of
(a) An exclusive charge on land and building of Durshet and Kundalika owned by the Nature Trails Resorts Private Limited
(b) An exclusive charge on current assets and movable fixed assets of the Nature Trails Resorts Private Limited (c) A letter of
Comfort from the Sterling Group and (d) A negative lien on the assets of the Nature Trails Resorts Private Limited on which the
bank is not creating security and is repayable as :- 32 quarterly installments of Rs. 6.83 lakhs, 31 quarterly installments of Rs.
0.25 lakhs, 30 quarterly installments of Rs. 1.88 lakhs, 22 quarterly installments of Rs. 103.60 lakhs is from the date of loan.
Interest is payable at monthly rests at the rate of 9.65% per annum.The loan amount outstanding as at year end is Rs. 805.4
lakhs (March 31, 2019: Rs. 891.2).
vi) Loan amounting to Rs. 4.8 Lakhs from Mahindra Finance is secured by way of hypothecation of the underlying vehicle and is
repayable in 48 equated monthly instalments from the date of the loan (October 31, 2015) along with interest at the rate of
14% per annum. The loan amount outstanding as at year end is Nil (March 31, 2019: Rs. 0.7 lakhs).
vii) Loan amounting to Rs. 1,600.0 lakhs taken by Travel Corporation (India) Limited from HDFC Bank is backed / secured by a
Corporate Guarantee from the Company. The loan was repayable in 6 equal half yearly installments beginning from the half
year subsequent to taking the loan (December 2017) along with monthly interest which is 6M MCLR i.e 7.95% per annum.
The loan amount outstanding as at year end is Nil (March 31, 2019: 800 lakhs).
viii) Loan amounting to USD 10.0 million taken by Travel Circle International (Mauritius) Limited from Axis Bank Limited is backed/
secured by corporate guarantee from the Company. The loan is repayable in 16 equal quarterly installments beginning from
June 2020 and carries interest at the rate of 6M LIBOR+135 bps, payable on a quarterly basis. The loan amount outstanding
as at year end is Rs. 7,566.5 lakhs (USD 10 million) {March 31, 2019: Rs. 6,915.5 lakhs (USD 10 million)}.
ix) Loan amounting to USD 10.0 million taken by Travel Circle International (Mauritius) Limited from Standard Chartered Bank
is backed/secured by corporate guarantee from the Company. The loan is repayable in 16 equal quarterly installments
beginning from June 2020 and carries interest at the rate of 6M LIBOR+178 bps, payable on a quarterly basis. The loan
amount outstanding as at year end is Rs. 7,566.5 lakhs (USD 10 million) {March 31, 2019: Rs. 6,915.5 lakhs (USD 10 million)}.
x) Loan amounting to AED 5.0 million taken by Digiphoto Entertainment Imaging LLC from National Bank of Abu Dhabi is secured
by pledged of Point of Sale (POS) assets. The loan is repayable in 48 equated monthly installments beginning from March
2016 and carries interest at the rate of 13% p.a., payable on monthly basis. The loan amount outstanding as at year end is Nil
{March 31, 2019: Rs. 253.7 lakhs (AED 1.35 million)}.
xi) Loan amounting to AED 13.0 million taken by Digiphoto Entertainment Imaging LLC from First Gulf Bank is secured by
hypothecation of inventory and irrevocable personal guarantee of Mr. Ramakrishnan Kalapathy Shankar and Ms. Sanghamitra
Ramakrishnan Kalapathy. The loan is repayable in 36 equated monthly installments beginning from June 2016 and carries
interest at the rate of 11% p.a., payable on monthly basis. Maturity date of loan was 25 June 2019. The loan amount
outstanding as at year end is Nil {March 31, 2019: Rs. 144.4 lakhs (AED 0.77 million)}.
xii) Loan amounting to USD 6.0 million taken by DEI Holding Limited from Standard Chartered Bank is backed/secured by
corporate guarantee from the Company. The loan is repayable in 12 equal quarterly installments beginning from December
2019 and carries interest at the rate of 3M LIBOR+295 bps, payable on a quarterly basis. The loan amount outstanding as at
year end is Rs. 3,783.3 lakhs (USD 5.0 million) {March 31, 2019: Nil}.
xiii) Rs. 5,270.4 lakhs (HKD 54.0 million) {Rs. 8,281.4 lakhs (HKD 94.0 million)}outstanding as at March 31, 2019 pertains to loan
availed by Travel Circle International Limited from SBI Hong Kong and backed by a charge on current assets of Travel Circle
International Limited. The same is repayable in 13 equal six monthly installments of HKD 14 million and last instalment of
HKD 18 million beginning from May 6, 2016 along with six-monthly interest which is 6M HIBOR + 2.5%.
(c) Term loans from banks - unsecured
i) Loan amounting to Rs. 5400.0 lakhs availed by SOTC Travel Limited from HDFC Bank Ltd is repayable in 36 monthly
instalments commencing from July 1, 2017. This loan carries interest at the bank's 6 months MCLR rate which is currently
8.00%, computed at monthly rest on the actual amount utilised. The loan amount outstanding as at year is Rs. 900.0 lakhs
(March 31, 2019: Rs. 2,700.0 lakhs).
13(b) Current borrowings

Secured
Bank overdrafts [Refer note (a)] 1,459.4 1,453.2
Loans from banks [Refer note (b)] 1,513.3 1,224.0
Working capital loan [Refer note (c)] 1,000.0 1,000.0
Unsecured
Bank overdrafts 13,591.3 1,309.7
Short term working capital loan [Refer note (d)] 2,966.7 -
Loans from banks [Refer note (e)] - 691.2
Loan from others [Refer note (f)] 2,043.0 -
Total 22,573.7 5,678.1
a) Secured Bank Overdraft
i) Bank overdraft of Rs. 1,459.4 lakhs (March 31, 2019 Rs. 770.5 lakhs) from Kotak Mahindra Bank with an interest rate of 9.75%
is secured by first and exclusive charge on immovable property being land situated at Wayanad, Kerala and further secured
by first and exclusive hypothecation charge on all existing and future inventory and receivables relating to resorts.
ii) Short term borrowing outstanding as at March 31, 2019 of Rs. 682.7 lakhs taken by Asian Trails Limited from Deutsche bank
with an interest rate of 8.25% is secured/backed by corporate guarantee from the Company.
b) Short term loans from bank
i) Horizon Travel Services has availed a short-term loan of USD 2.0 million from HDFC Bank for working capital purpose and
backed by a Corporate Guarantee from the Company. The loan carries interest rate of 3M LIBOR + 245 bps, payable on
monthly. The loan amount outstanding as at year end is Rs. 1,513.3 lakhs (USD 2.0 million) {March 31, 2019: Rs. 553.2 lakhs
(USD 0.80 million)}.
ii) Horizon Travel Services has availed a short-term revolving loan of USD 0.97 million from HDFC Bank for working capital
purpose and backed by corporate guarantee from the Company. The loan carries interest rate of 3M LIBOR + 245 bps, payable
on monthly. The loan amount outstanding as at year end is Nil {March 31, 2019: Rs. 670.8 lakhs (USD 0.97 million)}.
c) Secured working capital loan
Short-term borrowing of Rs. 1,000.0 lakhs (March 31, 2019: Rs. 1,000.0 lakhs) from HDFC Bank with an interest rate of 10.0% p.a.
is secured by charge on current and movable fixed assets and further secured by extension of collateral property at Mussoorie and
negative lien on property located at Yercaud.
d) Unsecured short term working capital loan
The Company has obtained funded credit facility of Rs. 14,900.0 lakhs as of March 31, 2020. The facility has been utilised by
obtaining bank overdraft of Rs. 4482.7 lakhs and WCDL Rs. 2,966.7 lakhs. The combined facility has been shown as bank overdraft
under cash flow statement.
e) Loans from banks
Desert Adventures Tourism LLC has availed a short-term loan of USD 6.5 million from IndusInd Bank. The loan carries interest rate
of 3M LIBOR + 250 bps, payable on a quarterly basis. The loan amount outstanding as at year end is Nil {March 31, 2019: Rs. 691.2
lakhs (USD 1.0 million)}.
f) Loans from others
DEI Holding Limited has availed a short-term loan of USD 2.7 million. The loan carries interest rate of 6M LIBOR + 210 bps. The loan
amount outstanding as at year end is Rs. 2,043 lakhs (USD 2.7 million) {March 31, 2019: Nil}.
13(c) Other financial liabilities
Non-Current Current Non-Current Current
Current maturities of long term borrowings - 9,463.0 - 6,243.5
Current maturities of finance lease obligations - - - 69.5
Deposits received - 3,615.8 - 3,048.8
Unpaid dividend - 42.5 - 38.9
Interest accrued - 280.4 - 260.5
Liabilities against expense - 5,418.3 - 4,973.1
Liabilities against fixed assets 28.1 380.8 18.9 1,010.7
Contingent consideration payable for acquisition of - - - 10.0
business
Derivative liabilities - 103.8 - 3.7
Contingent liabilities recognised on business - 3,283.0 - 3,283.0
combination
Book overdraft - - - 294.9
Others - 629.0 - 4,786.3
Total 28.1 23,216.6 18.9 24,022.9
13(d) Trade payables

Dues of micro enterprises and small enterprises 96.7 90.4
Dues of creditors other than micro enterprises and small enterprises 1,41,819.4 1,79,462.9
Total 1,41,916.1 1,79,553.3
- Payable to related parties aggregating to Rs. 548.7 lakhs (March 31, 2020: Rs. 147.0 lakhs). Refer note 32.
- Book overdrafts aggregating to Rs. 1,397.3 lakhs (March 31, 2019: Rs. 1,144.3 lakhs).
- Rs. 53,923.2 lakhs secured by bank guarantee of USD 8,000,000 (Rs. 6,053.2 lakhs), March 31, 2019: Rs. 48,339.6 lakhs secured by
bank guarantee of USD 17,100,000 (Rs. 11,825.5 lakhs)
14 Provisions
Provision for fringe benefit - 74.4 74.4 - 74.4 74.4
tax
Provision for stamp duty * - 2,139.2 2,139.2 - 2,139.2 2,139.2
Provision for litigation and 244.7 150.3 395.0 109.7 50.3 160.0
disputes
Provision for expenses 329.5 667.0 996.5 - 683.5 683.5
Total 574.2 3,030.9 3,605.1 109.7 2,947.4 3,057.1
* Pursuant to the Composite scheme of arrangement and amalgamation, the immovable properties of the demerged undertaking
(Timeshare & Resorts business) is being transferred to the Sterling. The Sterling has immovable properties in various states. As per the
laws prevalent in the respective states, stamp duty is applicable on such transfer of property. Hence, on the basis of legal opinion, the
Sterling has maintained a provision as on March 31, 2020 amounting to Rs. 2,139.2 lakhs (March 31, 2019: Rs. 2,139.2 lakhs) for the
stamp duty liability that may arise.
(i) Movement in provisions
Particulars Provision for Provision for Provision for litigation Provision for
fringe benefit tax stamp duty and disputes expenses
As at April 1 2018 74.4 2,139.2 159.7 738.3
Increase /(decrease) during the year - - 0.3 (54.8)
As at March 31, 2019 74.4 2,139.2 160.0 683.5
Increase /(decrease) during the year - - 235.0 313.0
As at March 31, 2020 74.4 2,139.2 395.0 996.5
15 Employee benefit obligations

Non- Current Total Non- Current Total
Current Current
Compensated absences 460.5 622.9 1,083.4 435.3 1,051.6 1,486.9
Gratuities & other retirement benefit obligations 5,046.8 167.4 5,214.2 3,737.4 134.1 3,871.5
Stock option outstanding liability 1,771.9 - 1,771.9 - - -
Employee benefits payable 53.8 3,308.8 3,362.6 13.5 4,707.8 4,721.2
Total 7,333.0 4,099.1 11,432.1 4,186.2 5,893.5 10,079.7

Advance to gratuity fund: Non-current 2.9 16.3
Advance to gratuity fund: Current - 3.0
(I) Employee benefit obligations (Foreign subsidiaries)

Current Current
Compensated absences 340.1 442.4 782.5 322.6 525.8 848.4
Gratuities & other retirement benefit 3,005.5 0.4 3,005.9 2,267.4 - 2,267.4
obligations
Stock option outstanding liability - - - - - -
Employee benefits payable 53.8 706.1 759.9 13.5 1,067.5 1,080.9
Total 3,399.4 1,148.9 4,548.3 2,603.5 1,593.3 4,196.8
(i) Post employment obligations

The Company makes contributions to a defined benefit retirement plan covering certain Company’s employees and provides
pension benefits for employees upon retirement. The plan is administered by an independent trustee with its assets held
separately from those of the company.
(ii) Defined contribution Plans
The Group also has certain defined contribution plans. Contributions are made to various employee-related social security funds/
schemes as applicable in respective countries. The obligation of the Group is limited to the amount contributed and it has no
further contractual nor any constructive obligation.
The expense recognised during the year towards defined contribution plan is Rs. 1,187.5 lakhs (March 31, 2019 Rs. 1,187.4 lakhs)
in the consolidated statement of profit and loss for the year ended March 31 2020 under defined contribution plan.
Balance Sheet amounts - Gratuities and other retirement benefits
Present value of Fair value of Net amount
obligation plan assets
Balance as on April 1, 2018 3,328.3 2,410.4 917.9
Additions through business combinations 861.8 - 861.8
Amounts recognised in statement of profit and loss:
Past service cost - - -
Interest expense/(income) 46.6 44.5 2.1
Administrative expense - (15.1) 15.1
Total amount recognised in statement of profit and loss 270.9 29.4 241.5
Amounts recognised in other comprehensive income:
Remeasurements
(Deficit)/Return on plan assets, excluding amount included in - (202.2) 202.2
interest expense/(income)
(Gain )/loss from change in demographic assumptions (5.4) - (5.4)
(Gain )/loss from change in financial assumptions 44.4 - 44.4
Foreign currency translation reserve 219.1 149.6 69.5
Total amount recognised in other comprehensive income 293.3 (52.6) 345.9
Employer contributions 22.3 35.7 (13.4)
Benefit payments (215.7) (129.4) (86.3)
Balance as on March 31, 2019 4,560.9 2,293.5 2,267.4
Particulars Present value of Fair value of Net amount

Balance as on April 1, 2019 4,560.9 2,293.5 2,267.4
Additions through business combinations - - -
Interest expense/(income) 31.1 73.4 (42.3)
Administrative expense - (19.2) 19.2
Remeasurements
Return on plan assets, excluding amount included in interest - (122.0) 122.0
expense/(income)
Foreign currency translation reserve 293.4 69.4 224.0
Employer contributions (0.1) (0.1) -
Benefit payments (430.3) - (430.3)
Fair value of plan assets 2,295.0 2,293.5
Deficit / (Surplus) of funded plan 466.9 154.7
Unfunded plans 2,539.0 2,112.7
Deficit of gratuity plan 3,005.9 2,267.4
Discount rate:
- DEI Group 2.55% -
- Chinese Subsidiary (Travel Circle International Limited) 0.60% 1.80%
- Lankan Subsidiaries (TC Lanka (Private) Limited & Luxe Asia Private Limited) 10.50% 11.00%
- Mauritius Subsidiaries (Thomas Cook (Mauritius) Operations Company Limited 4.10% 6.00%
& Thomas Cook (Mauritius) Holidays Limited)
Salary growth rate:
- DEI Group 3.00% -
- Chinese Subsidiary (Travel Circle International Limited) 3.00% 3.50%
- Lankan Subsidiaries (TC Lanka (Private) Limited & Luxe Asia Private Limited) 3.00% 10.00%-12.00%
- Mauritius Subsidiaries (Thomas Cook (Mauritius) Operations Company Limited 4.40% 4.40%
& Thomas Cook (Mauritius) Holidays Limited)
Sensitivity analysis for significant foreign components
The gratuities and retirement obligations are lump sum plans 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 of each significant foreign components at the end of the reporting period arising on
account of an increase or decrease in the reported key actuarial assumptions for such components.
Particulars Change in Impact on defined benefit obligation
assumptions of respective significant foreign
of respective component
significant Increase in Decrease in
foreign assumptions assumptions
component
March 31, 2020 March 31, 2020 March 31, 2020
DEI Group
Discount rate [2.55% on March 31, 2020] 50 Basis Points -4.5% 4.9%
Salary growth rate [3.0% on March 31, 2020] 50 Basis Points 4.8% -4.5%
Chinese Subsidiary (Travel Circle International Limited)

Mauritius Subsidiaries (Thomas Cook (Mauritius) Operations
Company Limited & Thomas Cook (Mauritius) Holidays Limited)
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year
The major categories of plans assets for gratuities & other retirement benefit plans are as follows:.
Equity securities 1,629.5 - 1,629.5 71.00% 1,627.0 - 1,627.0 70.94%
Fixed income / cash - 596.7 596.7 26.00% - 597.0 597.0 26.03%
Alternatives - 68.8 68.8 3.00% - 69.5 69.5 3.03%
1,629.5 665.5 2,295.0 100.00% 1,627.0 666.5 2,293.5 100.00%
Risk exposure for gratuity & other retirement benefit plans

Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are detailed below:
b) Salary growth & Demographic assumptions- The plan is of a final salary defined benefit in nature which is sponsored by the
Defined benefit liability and employer contributions for gratuities & other retirement benefit plans:
The Group has agreed that it will aim to eliminate the deficit in defined benefit pension and gratuity plan over the next few years.
Funding levels are monitored on an annual basis. The Group considers that the contribution rates set at the last valuation date are
sufficient to eliminate the deficit over the agreed period and that regular contributions, which are based on service costs, will not
increase significantly.
(II) Employee benefit obligations (Indian subsidiaries)
Current Current
Compensated absences 120.4 180.5 300.9 112.7 525.8 638.5
Gratuity 2,041.3 167.0 2,208.3 1,470.0 134.1 1,604.1
Stock option outstanding liability 1,771.9 - 1,771.9 -
Employee benefits payable - 2,602.7 2,602.7 - 3,640.3 3,640.3
Total 3,933.6 2,950.2 6,883.8 1,582.7 4,300.2 5,882.9

Advance to gratuity fund: Non-current 2.9 16.3
Advance to gratuity fund: Current - 3.0
(i) Leave obligations - compensated absences:
The leave obligations cover the Group’s liability for sick and earned leave. Based on past experience, the Group does not expect all
employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect
leave that is expected to be taken or paid within the next 12 months.

Current leave obligations expected to be settled within next 12 months 180.5 525.8
(ii) Post employment obligations
The Group 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 Group makes contributions to recognised funds in India. The Group 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.
Some of the entities in the Group have Defined Benefit Plan for other long-term Employee Benefits in the form of Provident Fund.
Provident Fund contributions are made to a Trust administered by the Holding 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. Any short fall /
excess based on an independent actuarial valuation is accounted for in the Statement of Profit and Loss in the relevant year.
(iii) Defined contribution Plans
The Group, other than entities mentioned above, has certain defined contribution plans. Contributions are made to provident fund
in India for employees at the rate of 12% of salary as per regulations. The contributions are made to registered provident fund
administered by the government. The Group also makes contributions towards Employee’s Pension Scheme, Employee’s State
Insurance, Labour Welfare Fund, Superannuation, National Pension Scheme and other defined contribution plans. The obligation
of the Group is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The expense recognised during the year towards defined contribution plan is Rs. 2,368.2 lakhs (March 31, 2019: Rs. 2,125.5.4
lakhs) in the Consolidated Statement of Profit and Loss for the year ended March 31, 2020 under defined contribution plan.
Balance Sheet amounts - Gratuity

Additions through business combinations - - -
Remeasurements
(Deficit)/Return on plan assets, excluding amount included in - 14.2 (14.2)
interest expense/(income)
Effect of asset ceiling - (6.8) 6.8
Employer contributions (61.3) 371.7 (433.0)

Benefit payments (463.7) (498.5) 34.8
Reduction due to business combinations - - -

Additions through business combinations 33.3 - 33.3
Remeasurements
Return on plan assets, excluding amount included in interest - (42.8) 42.8
expense/(income)
(Gain )/loss from change in demographic assumptions 58.2 - 58.2
Effect of asset ceiling - - -
Experience (gains)/losses (181.6) - (181.6)
Employer contributions (20.0) 44.8 (64.8)
Benefit payments (216.0) (207.5) (8.5)
Reduction due to business combinations - - -
The net liability disclosed above relates to funded and unfunded plans are as follows:
Deficit of funded plan 2,022.1 1,419.6
Unfunded plans 183.3 165.2
Deficit of gratuity plan 2,205.4 1,584.8
Discount rate 5.7% - 7.4% 7.0% - 7.6%
Salary growth rate 6.0% - 6.2% 4.0% - 7.0%
Sensitivity analysis for Significant Indian Components:
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 of each significant Indian component at the end of the reporting period arising on account of an increase or decrease in
the reported key actuarial assumptions for such components.
Particulars Change in assumptions Impact on defined benefit obligation of respective
of each significant significant Indian component
Indian component
Increase in assumptions Decrease in assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2020 2019 2020 2019 2020 2019
Thomas Cook (India) Limited - Discount 50 basis 50 basis (2.72%) (2.22%) 2.87% 2.32%
rate point point
Thomas Cook (India) Limited - Salary 50 basis 50 basis 2.84% 2.33% (2.73%) (2.25%)
growth rate point point
Sterling Holiday Resorts Limited & its 100 basis 100 basis (2.07%) (5.10%) 2.47% 5.87%
subsidiaries - Discount rate points points
Sterling Holiday Resorts Limited & its 100 basis 100 basis 2.48% 5.21% (2.16%) (4.65%)
subsidiaries - Salary growth rate points points
SOTC Travel Limited - Discount rate 100 basis 50 basis (4.72%) (2.45%) 5.10% 2.57%
points point
SOTC Travel Limited - Salary growth rate 100 basis 50 basis 4.31% 2.52% (4.13%) (2.43%)
points point
Travel Corporation India Limited - 50 basis 50 basis (2.96%) (2.36%) 3.12% 2.47%
Discount rate point point
Travel Corporation India Limited - Salary 50 basis 50 basis 3.09% 2.48% (2.96%) (2.39%)
growth rate point point
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.
The major categories of plans assets for gratuity are as follows:
Insurer managed funds 277.9 2,189.9 2,467.9 100.0% - 2,520.0 2,520.0 100.0%
Risk exposure for gratuity
Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are detailed below :
b) Salary growth & Demographic assumptions- The plan is of a final salary defined benefit in nature which is sponsored by the
Defined benefit liability and employer contributions for gratuity
The Group has agreed that it will aim to eliminate the deficit in defined benefit pension and gratuity plan over the next few years.
Funding levels are monitored on an annual basis and the current agreed contribution rate is 12% of the salary in India. The Group
considers that the contribution rates set at the last valuation date are sufficient to eliminate the deficit over the agreed period
and that regular contributions, which are based on service costs, will not increase significantly. Expected contribution to post
employment benefit plans for the year ending March 31, 2021 is Rs. 632.4 lacs. The weighted average duration of the defined
benefit obligation is 4.57 - 8.13 years (March 31, 2019: 4.54 - 5.21 years).
Balance Sheet amounts - Provident fund
The amounts recognised in the balance sheet and the movements in provident fund over the year are as follows:
Balance as on April 1, 2018 10,379.0 10,379.0 -
Interest expense/(income) 769.4 769.4 -
Total amount recognised in statement of profit and loss 1,179.2 769.4 409.8
Remeasurements
Experience (gains)/losses 134.7 134.7 -
Total amount recognised in other comprehensive income 134.7 134.7 -
Employees contributions 755.2 755.2 -
Employer contributions - 409.8 (409.8)
Liabilities assumed/(settled) (58.5) (58.5) -
Benefit payments (678.7) (678.7) -
Balance as on March 31, 2019 11,710.9 11,710.9 -

Balance as on April 1, 2019 11,710.9 11,710.9 -
Interest expense/(income) 829.0 829.0 -
Total amount recognised in statement of profit and loss 1,336.8 829.0 507.8
Remeasurements 167.7 - 167.7
Shortfall on asset diminution - (55.0) 55.0
Experience (gains)/losses (49.2) 5.8 (55.0)
Employees contributions 934.3 934.3 -
Employer contributions - 507.8 (507.8)
Liabilities assumed/(settled) (128.3) (128.3) -
Benefit payments (750.4) (750.4) -
Balance as on March 31, 2020 13,221.8 13,054.1 167.7

Deficit of funded plan 167.7 -
Unfunded plans - -
Deficit of provident fund plan 167.7 -
Significant estimates: Actuarial assumptions and sensitivity for provident fund

Salary growth rate 7.33% - 8.48% 8.41% - 8.85%
March 31, March 31, March 31, March 31, March 31, March 31,
2020 2019 2020 2019 2020 2019
Difference between rate earned & 100 basis 100 basis 4.10% 1.38% - -
guaranteed rate point point
Major categories of plans assets for provident fund are as follows:

Equities & Related 549.4 - 549.4 4.21% 475.3 - 475.3 4.06%
Investments
Government of India 5,756.7 - 5,756.7 44.10% 4,993.8 - 4,993.8 42.64%
Securities
Other debt instruments 5,214.4 650.4 5,864.8 44.93% 4,903.6 650.4 5,554.0 47.43%
Others - 569.0 569.0 4.36% - 405.3 405.3 3.46%
Investment in Provident - 314.2 314.2 2.41% - 282.5 282.5 2.41%
Fund
Total 11,520.5 1,533.6 13,054.1 100.00% 10,372.7 1,338.2 11,710.9 100.00%
Risk exposure for provident fund
Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are detailed below :
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.
16 Deferred tax assets/ (liabilities)
(a) Deferred tax asset
The balance comprises of temporary differences attributable to:

Deferred tax assets
On provisions allowable for tax purpose when paid 2,531.7 1,846.1
On provision for doubtful debts and advances 1,892.7 1,911.1
On rent escalation - 107.2

On property, plant and equipment 531.0 60.9
On unabsorbed business losses 8,783.3 9,408.4
On MAT credit entitlement 10,071.7 10,791.4
On others 185.1 69.1
Less: Deferred tax liabilities
On fiscal allowances on fixed assets 5,960.0 5,625.6
On account of land valuation 3,130.7 3,399.9
Net deferred tax assets 14,904.8 15,168.7
(B) Deferred tax liabilities
Deferred tax liabilities
On fiscal allowances on fixed assets 297.4 625.3
On provisions allowable for tax purpose when paid - 13.2
On provision for doubtful debts and advances - 0.7
On undistributed profit 956.9 9,783.7
On account of land valuation 116.7 116.7
On account of brand valuation 2,009.5 2,009.5
Less: Deferred tax assets
On provisions allowable for tax purpose when paid 9.1 9.0
On MAT credit entitlement - 79.7
On unabsorbed business losses 4.4 4.6
Net deferred tax liabilities 3,367.0 12,455.8
Movement in deferred tax assets / (liabilities), Net

For the year ended March Opening (charged)/ (charged)/ Additions Direct to On account Closing
31, 2020 balance credited credited to other through Equity of FCTR balance
in profit or comprehensive business
loss income combinations
On fiscal allowances on (6,190.0) 462.1 - - - 1.5 (5,726.4)
fixed assets
On provisions allowable for 1,841.8 634.6 23.5 37.4 - 3.5 2,540.8
tax purpose when paid
On provision for doubtful 1,910.4 (27.6) - - - 9.9 1,892.7
debts and advances
On unabsorbed business 9,413.0 (722.0) - - - 96.7 8,787.7
losses
On undistributed profit* (9,783.7) 8,334.5 - - 492.3 - (956.9)
On brand valuation (2,009.5) - - - - - (2,009.5)
On MAT credit entitlement 10,871.1 (799.4) - - - - 10,071.7
On land valuation (3,516.6) - 269.1 - - 0.1 (3,247.4)
Other items 176.4 117.7 - (107.3) (1.7) 185.1
Total 2,712.9 7,999.9 292.6 37.4 385.0 110.0 11,537.8
* During the year, the Group has reversed deferred tax liabilities on undistributed surplus of its erstwhile subsidiaries amounting
to Rs. 8,412.7 lakhs.
For the year ended March Opening (charged)/ (charged)/ Additions Direct to On account Closing
31, 2020 balance credited credited to other through Equity of FCTR balance
in profit or comprehensive business
loss income combinations
On fiscal allowances on (1,563.1) (4,622.4) - (5.7) - 1.2 (6,190.0)
fixed assets
On provisions allowable for 1,316.3 498.8 41.9 - - (15.2) 1,841.8
tax purpose when paid
On provision for doubtful 1,637.5 265.6 - - - 7.3 1,910.4
debts and advances
On unabsorbed business 1,383.8 7,989.8 - - - 39.4 9,413.0
losses
On undistributed profit (8,641.2) (1,142.5) - - - - (9,783.7)
On brand valuation (2,009.5) - - - - - (2,009.5)
On MAT credit entitlement 11,553.4 (762.0) - - - 79.7 10,871.1
On land valuation (116.7) - (3,399.9) - - - (3,516.6)
Other items 72.6 103.6 - - - 0.2 176.4
Total 3,633.1 2,330.9 (3,358.0) (5.7) - 112.6 2,712.9
Significant estimates
The Group has recognised deferred tax assets on carried forward tax losses and MAT credit entitlement. The Group estimates that
the deferred tax assets will be recoverable using the estimated future taxable income based on the approved business plans and
budgets. The unabsorbed depreciation can be carried forward for unlimited years and business losses for a period of 8 years as per
local tax regulations and the Group expects to recover the losses. In respect of other subsidiaries, losses can be carried forward as
per the tax laws in the respective jurisdictions.
17 Current tax liabilities
Provision for tax 1,978.3 1873.7
Total 1,978.3 1873.7
18(a) Other non-current liabilities

Income received in advance 78,011.4 73,185.8
Others 160.4 392.3
Total 78,171.8 73,878.1
18(b) Other current liabilities
Advance receipts from customers for which value is still to be given 36,852.9 58,152.0
Statutory dues 7,041.6 7,652.0
Fractional entitlement on bonus share refund accounts 0.5 0.5
Others 252.2 194.0
Total 52,745.9 82,827.9
19 Revenue from operations

Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Sale of product
-Food and beverages 4,855.5 5,800.0
Sale of services
-Travel and related services 5,60,756.7 5,91,240.6
-Foreign exchange services 28,305.7 26,140.2
-Education and training revenue - 335.3
-Commission income 1,145.6 1,334.0
-Income from sale of vacation ownership 9,974.9 9,174.9
-Income from resorts 11,375.9 10,671.8
-Interest income on trade receivable (Instalment plan) 227.0 134.6
-Imaging solution services 52,762.4 -

-Franchise income 214.2 -
-Marketing fees and other incentive income 3,842.2 5,768.9
-Service charges 287.3 329.5
-Miscellaneous receipts 9,509.0 9,395.2
Total 6,83,256.4 6,60,325.0
Refer note 31 for Ind AS 115 disclosure of revenue from operations.
20(a) Other income
March 31, 2020 March 31, 2019
Interest income
-On bank deposits 1,524.9 1,446.6
-On others 205.5 311.5
-On loan to related parties 7.1 -
-On income tax refund 482.6 494.4
Dividend income
-From investments - 0.2
Fair value gain on current investments (net) 627.6 843.2
Facilities and support services fees 316.0 -
Rental income 24.3 4.3
Scrap sales 7.3 4.1
-Liabilities no longer required written back
Export incentives 2,983.0 3,824.2
Miscellaneous income 4,518.9 2,725.5
Total 10,697.2 9,654.0
20(b) Other gains (net)

March 31, 2020 March 31, 2019
Profit on sale of property, plant and equipment 122.6 21.6
Exchange gain other than in the normal course of business as an authorised foreign 753.8 1,245.3
exchange dealer
Net gain on financial assets measured at FVTPL - 22.7
Gain on change in fair value of provision - 600.8
Total 876.4 1,890.4
21 Employee benefits expense

March 31, 2020 March 31, 2019
Salaries wages and bonus 77,190.0 64,712.9
Contribution to provident and other funds 3,555.7 3,312.9
Gratuity and other defined benefit schemes 1,200.7 780.1
Employees share based payment expense 1,548.3 1,251.3
Stock options expense 221.8 -
Staff welfare expenses 5,940.9 3,874.0
Compensated absences 81.7 30.8
Staff training, recruitment and other costs 1,248.9 806.6
Incentives to staff 2,624.2 2,347.2
Total 93,612.2 77,115.8
22 Depreciation and amortisation expense

March 31, 2020 March 31, 2019
Depreciation on tangible assets [Refer note 4(a)] 6,265.3 5,419.1
Depreciation on right of use assets [Refer note 6(c)] 6,592.8 -
Amortisation on intangible assets [Refer note 6(a)] 2,200.3 1,304.2
Total 15,058.4 6,723.3
23 Other expenses
March 31, 2020 March 31, 2019
Rent 9,828.2 14,459.7
Stores and tools consumed 537.3 367.4
Electricity 1,167.8 1,182.6
Power and fuel 1,837.9 1,956.1
Repairs to building 255.0 227.5
Repairs to plant and machinery 428.9 406.4
Repairs to others 4,658.5 3,954.7
Insurance 711.6 625.4
Rates and taxes 805.2 697.6
Guest supplies 351.4 402.4
Laundry expenses 277.7 286.6
Licence fees 697.5 269.3
Security services 1,326.4 1,187.7
Travelling expenses 4,997.1 4,682.2
Vehicle running and maintenance expenses 401.4 204.2
Directors sitting fees 145.8 169.1
Commission to directors 50.6 119.1
Recruitment and training 81.8 186.7
Legal and professional charges 13,375.1 12,764.6
Printing and stationery 1,570.0 1,549.6
Water charges 209.0 184.5
Sales commission 1,165.0 1,184.7
Subscription fees 120.2 136.7
Equipment hire charges 25.6 29.6
Fair value loss on investments 2,945.1 -
Communication expenses 1,678.7 1,652.6
Exchange loss other than in the normal course of business as an authorised foreign 1,177.4 413.4
exchange dealer
Freight currency shipment 344.2 339.2
Bad debts and advances written off 1,103.7 872.1
Provisions for doubtful debts and advances (net) 589.8 907.6
Expenditure towards corporate social responsibilities 81.5 95.1
Donations 4.2 35.9
Loss on sale of property, plant and equipment 94.7 90.8
Airline inventory losses 323.4 648.1

Miscellaneous expenses 1,892.2 3,472.6
Total 55,259.9 55,761.8
24 Finance cost
March 31, 2020 March 31, 2019
Interest and finance charges on financial liabilities at amortised cost 2,472.0 2,376.4
Interest on lease liabilities 1,909.3 -
Other finance charges 5,722.1 4,920.7
Total 10,103.4 7,297.1
25 Advertisement and sales promotion expenses

March 31, 2020 March 31, 2019
Advertisement and publicity expenses 9,423.8 9,798.9
Sales promotion 2,022.9 2,387.6
Total 11,446.7 12,186.5
26 Income tax expense

(a) Income tax expense
March 31, 2020 March 31, 2019
Current tax
Current tax on profits for the year 2,876.1 4,356.0
Adjustments for tax of prior periods 25.2 120.0
Total current tax expense 2,901.3 4,476.0
Deferred tax
(Decrease) / Increase in deferred tax assets (8,315.9) 1,439.9
Adjustments for tax of prior periods 316.0 (3,770.8)
Total Deferred tax (credit) / charged (7,999.9) (2,330.9)
Income tax expense (5,098.6) 2,145.1
(b) The reconciliation of tax expense and the accounting profit multiplied by India’s tax rate :

March 31, 2020 March 31, 2019
Profit before income tax expense and after exceptional items (6,863.8) 11,028.7
Tax at the Indian tax rate of 34.944% (Previous year 34.944%) (2,398.5) 3,853.9
Tax effect of amounts which are not deductible(taxable) in calculating taxable
income:
Non-deductible expenses 367.8 733.0
Tax exempt income (119.6) (1,635.1)
Unrecognized tax losses 2,542.7 1,937.2
Deferred tax credit for earlier periods 183.8 (3,511.0)
Difference in enacted tax rate 52.3 (7.7)
Entities in the group taxed at different rate 1,177.7 (468.5)
Utilisation of tax losses (0.6) (170.1)
Tax on undistributed income (8,412.7) 1,023.1
Excess provisions relating to earlier years 245.7 54.8
Other items 233.7 335.5
Income tax expense (5,098.6) 2,145.1
27 Fair value measurements:
Financial instruments by category:
FVTPL FVTOCI Amortised FVTPL FVTOCI Amortised
cost cost
Financial assets
Investments - equity instruments 2,971.9 - - 11.0 - -
Investment in The Government of Mauritius - - 1,529.5 - - 444.2
Treasury Bills
Investments - mutual funds 4,429.9 - - 9,908.5 - -
Loans - - 8,954.9 - - 4,635.8
Security deposits - - 3,428.5 - - 5,934.3
Deposits with banks with more than 12 months - - 5,624.4 - - 2,466.4
maturity
Trade receivable - - 47,998.7 - - 84,184.1
Cash and cash equivalents - - 63,852.8 - - 74,974.3
Bank balance other than cash & cash - - 42,229.4 - - 28,443.0
equivalents
Derivative assets - - - 121.0 - -
Others - - 11,003.5 - - 15,197.0
Total financial assets 7,401.8 - 1,84,621.7 10,040.5 - 2,16,279.0
Borrowings - - 50,812.4 - - 36,104.7
Lease liabilities - - 25,360.2 - - -
Trade payable - - 1,41,916.1 - - 1,79,553.3
Others 103.8 - 13,677.9 3.7 - 17,725.1
Total financial liabilities 103.8 - 2,31,766.6 3.7 - 2,33,383.1
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.
Financial assets and liabilities measured at fair value as at Level 1 Level 2 Level 3 Total
March 31, 2020
Financial assets
Mutual funds-growth plan 4,429.9 - - 4,429.9
Equity instruments 2,962.3 9.6 - 2,971.9

Other financial liabilities - 103.8 - 103.8
Total financial liabilities - 103.8 - 103.8
Financial assets and liabilities which are measured at amortised Level 1 Level 2 Level 3 Total
cost as at March 31, 2020
Financial assets
Security Deposits - 3,428.5 - 3,428.5
Total Financial Assets - 3,428.5 - 3,428.5
Borrowings - 50,812.4 - 50,812.4
Lease liabilities 25,360.2 - 25,360.2
Others - - - -
Total Financial Liabilities - 76,172.6 - 76,172.6
Financial assets and liabilities measured at fair value as at Level 1 Level 2 Level 3 Total
March 31, 2019
Financial assets
Mutual funds-growth plan 9,908.5 - - 9,908.5
Equity instruments 1.4 9.6 - 11.0
Derivative assets - 121.0 - 121.0
Other financial liabilities 3.7 - - 3.7
Total financial liabilities 3.7 - - 3.7
Financial assets and liabilities which are measured at amortised Level 1 Level 2 Level 3 Total
cost as at March 31, 2019
Financial assets
Security deposits 5,934.3 - 5,934.3
Total Financial Assets - 5,934.3 - 5,934.3
Borrowings 36,104.7 - 36,104.7
Others 18.9 - 18.9
Total financial liabilities - 36,123.5 - 36,123.5
The carrying amounts of Advance recoverable in cash, receivables from related parties, trade payables, payable for fixed assets,
employees benefits payables, cash and cash equivalents and other bank balances are considered to be the same as their fair values
due to their short-term nature. The fair value of long term debt and others in the above table are materially the same.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices in an active market. This includes listed
equity instruments and mutual funds that have quoted price / declared NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
– the use of quoted market prices for quoted instruments
– the fair value of the remaining financial assets is determined using discounted cash flow analysis.
– the foreign exchange forward contracts are marked to market using forward FEDAI rates pertaining to the date of maturity of
the contract at the balance sheet date.
– Discount rates to fair value of financial assets and liabilities at amortised cost is based on general lending rate.
– Use of NAV for valuation of mutual fund investment
– The fair value of contingent consideration is determined by using a discount rate that reflects the likely amount to be paid
out over the years as earn out which has been calculated using pre-tax cash flow projections based on financial budgets
approved by management covering a five-year period.
(iii) Inter level transfers
There are no transfers between levels 1 and 2 and also between levels 2 and 3 during the year.
28 Financial risk management
The group’s activities expose it to credit risk, market risk and liquidity risk.
The Group 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-today monitoring.
(A) Credit Risk
The Group is exposed to credit risk, which is the risk that counterparty will default on its contractual obligation resulting in a financial
loss to the Group. The Group’s exposure to credit risk is influenced mainly by its customer. To manage this, the company periodically
assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, analysis of historical
bad debts and ageing of accounts receivable as of different reporting periods.
Credit risk on cash and cash equivalents and other bank balances and bank deposits is limited as the Group generally invests in deposits
with banks with high credit ratings assigned by domestic credit rating agencies. Investments comprises of investment in mutual funds
invested with mutual fund institutions having high credit ratings assigned by domestic credit rating agencies. The loan represents
security deposits given to suppliers, employees and others. The credit risk associated with such deposits is relatively low.
Trade receivables
The Group’s exposure to credit risk is influenced mainly by its customers. However, the management also considers the factors that may
influence the credit risk of its customer base. The Group has established a credit policy under which each new customer is analysed
individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s
review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some
cases bank references.
Based on industry practices and the business environment in which the entity operates, the management considers that trade
receivables are in default (credit impaired) if the payments are due for more than specific number of days. Loss allowances are based
on actual credit loss experience over the past years. Refer note 8(c) for loss allowances provided.
(B) Market risk
(i) Foreign currency risk (Exposure in different currencies converted to functional currency)
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and
borrowings are denominated and the respective functional currencies of the Group companies. The functional currency for large
number of Group companies is Indian Rupees (“INR”). The currency risks of the respective group companies are managed by the local
management of these companies. 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 the interbank market, or through forward contracts, thereby ensuring that there are minimal open positions.
In the leisure travel outbound business, package prices are denominated partly in the functional currency of the Company and partly in
foreign currencies. The portion of customer collection in foreign currencies, which is parked in Nostro bank accounts, is used to pay off
vendor liabilities, denominated in foreign currencies, thereby creating a natural hedge. As a result, the risk related to foreign currency
exchange rate fluctuation is insignificant. The exposure of the group companies to foreign currency risk at the end of the reporting
period, are as follows -
(a) Foreign currency risk exposure:
EUR GBP USD Others EUR GBP USD Others
Cash and cash equivalents 9,387.9 3,400.5 32,025.0 11,189.6 21,530.2 5,632.1 36,659.8 8,301.9
Trade and other financial assets 1,022.3 182.4 5,083.9 641.3 (1,455.6) 678.0 9,522.4 4,301.4
10,410.2 3,582.9 37,108.9 11,830.9 20,074.6 6,310.1 46,182.2 12,603.3
Trade payables and other 15,093.7 5,943.3 36,225.9 12,365.1 16,151.3 6,026.8 34,736.1 16,560.0
financial liabilities
Gross Exposure (4,683.5) (2,360.4) 883.0 (534.2) 3,923.3 283.3 11,446.1 (3,956.7)
Forward contracts, net 5,983.7 4,162.1 (4,175.8) 2,094.2 3,214.7 1,022.8 (5,255.3) 4,341.7
Net Exposure 1,300.2 1,801.7 (3,292.8) 1,560.0 7,138.0 1,306.1 6,190.8 385.0
Net exposure (in Rs. Lakhs) 1,300.2 1,801.7 (3,292.8) 1,560.0 7,138.0 1,306.1 6,190.8 385.0
(b) Sensitivity:
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments and from foreign forward exchange contracts.
Particulars Impact on profit or loss
March 31, 2020 March 31, 2019
Strengthening Weakening Strengthening Weakening
Effect in INR
1% movement*
EUR 13.0 (13.0) 71.4 (71.4)
GBP 18.0 (18.0) 13.1 (13.1)
USD (32.9) 32.9 61.9 (61.9)
*Holding all other variables constant

(ii) Interest rate risk exposure
The exposure of the group’s borrowing to interest rate changes at the end of the reporting period are as follows:
Variable rate borrowings 39,623.8 27,632.4
As at the end of the reporting period, the Group had the following variable rate borrowings:
Balance % of total loans Balance % of total loans
Variable rate borrowings 39,623.8 78.0% 27,632.4 76.5%
Net exposure to cash flow due to interest rate risk 39,623.8 27,632.4
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
Changes in interest rate are based on historical movement.
Particulars Impact on profit
March 31, 2020 March 31, 2019
Interest rates - increase by 70 to 100 basis points * (377.6) (242.6)
Interest rates - decrease by 70 to 100 basis points * 377.6 242.6
* Holding all other variables constant
(iii) Price risk exposure
The Group’s exposure to equity securities price risk arises from investments held by the Group 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 13,89,571 shares in Quess Corp Limited held
by Thomas Cook Employee Benefit Trust (Branch), the Group does not have any other material equity investments, the Group 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. Respective group company's treasury department 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. This is generally carried out
at local level in the operating companies of the group in accordance with the practice and limits set by the group.
(i) Financing arrangements
March 31, 2020 March 31, 2019

Floating rate
- expiring within one year (bank overdraft and other facilities) 13,848.3 7,673.7
- expiring beyond one year (bank loans) - 476.1
13,848.3 8,149.8
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Refer note 13(b) for
various financing arrangements.
(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.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances as the impact of discounting is not significant.
Contractual maturities of financial liabilities < 1 year Between 1 and > 2 years Total
2 years
March 31, 2020
Borrowings 32,036.7 9,071.4 9,704.3 50,812.4
Lease liabilities 7,045.6 6,370.5 11,944.1 25,360.2
Trade payables 1,41,916.1 - - 1,41,916.1
Other financial liabilities 13,753.6 28.1 - 13,781.7
Total liabilities 1,94,752.0 15,470.0 21,648.4 2,31,870.4
Contractual maturities of financial liabilities < 1 year Between 1 and > 2 years Total
2 years
March 31, 2019
Borrowings 11,991.0 8,259.2 15,854.4 36,104.6
Lease liabilities - - - -
Trade payables 1,79,553.3 - - 1,79,553.3
Other financial liabilities 17,710.0 18.9 - 17,728.9
Total liabilities 2,09,254.3 8,278.1 15,854.4 2,33,386.8
29 Capital management
(a) Risk management
The group’s objectives when managing capital are to safeguard the group’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 group 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 group 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 “equity” is as shown in the balance sheet (including non-controlling
interest).
Net debt* - -
Total equity 1,69,436.7 8,95,555.4
Net debt to equity ratio - -
* As at March 31, 2020 and March 31, 2019, cash and cash equivalents exceeds total borrowings and hence net debt as at March
31, 2020 and March 31, 2019 has been considered zero for the purpose of calculation of net debt to equity ratio.
(b) Dividends
March 31, 2020 March 31, 2019
Equity shares
Final dividend paid during the year Rs. 0.375 per fully paid share (March 31, 2019 1,390.9 1,389.4
of Rs. 0.375 per fully paid share)
Dividends not recognised at the end of the reporting period
For the year end March 31, 2019 the directors had recommended the payment of a - 1,390.2
final dividend of Rs. 0.375 per fully paid equity share.
30 Segment information
(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 five
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
Human resource services Includes staffing services, facilities management services, selection services,
training fees, food service and engineering service
Vacation ownership and resorts business Include the time share holidays' business
Digiphoto imaging services Includes turnkey imaging solutions and related services
(b) Segment result
Financial services 9,589.9 8,354.8
Vacation ownership and resorts business (2,827.0) (4,453.2)
Digiphoto imaging services (508.0) -
Total 19,999.8 22,210.3
Less: Unallocated corporate expenditure 12,879.0 9,183.5
Operating profit 7,120.8 13,026.9
Less: Interest expense 10,103.4 7,297.1
Profit before exceptional item, share of net profits of investments accounted for (2,982.6) 5,729.7
using equity method and tax
(c) Segment revenue

Vacation ownership and resorts business 26,720.6 26,110.8
Digiphoto imaging services 52,976.6 -
Total 6,83,256.4 6,60,325.0
The Company is domiciled in India. The amount of its revenue from external customers broken down by location of the customers
is shown in the table below.
Revenue from external customers March 31, 2020 March 31, 2019
India 3,53,770.1 3,74,911.7
Rest of the world 3,29,486.3 2,85,413.3
Total 6,83,256.4 6,60,325.0
No single customer contributes more than 10% of the Group's total revenue for the years ended March 31, 2020 and March 31,
2019.
(d) Segment assets
Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations
of the segment and the physical location of the asset.

Human resource services - 7,30,459.7
Vacation ownership and resorts business 1,31,863.9 1,22,275.4
Digiphoto imaging services 31,329.0 29,447.0
Total 4,33,142.9 12,21,769.5
Unallocated 1,19,464.4 91,482.8
Total assets as per the balance sheet 5,52,607.3 13,13,252.3
The total of non-current assets other than financial instruments, investments accounted for using equity method and deferred tax
assets, broken down by location of the assets, is shown below:

India 2,43,590.5 2,20,427.6
Rest of the world 53,907.0 40,186.7
Total non current assets 2,97,497.5 2,60,614.3
(e) Segment liabilities
Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the
operations of the segment.
Vacation ownership and resorts business 1,07,360.7 93,654.1
Digiphoto imaging services 16,081.6 12,512.9
Total 3,59,550.7 4,00,418.8
Unallocated 23,619.9 17,278.1
Total liabilities as per the balance sheet 3,83,170.6 4,17,696.9
31 Disclosure pursuant to Ind AS 115 ‘Revenue from Contracts with Customers’

(i) Details of revenue from contracts with customers recognised by the Group, net of indirect taxes in its Statement of Profit and
Loss Disaggregate revenue
Revenue from operation disaggregate on the basis of nature of services or products
Financial services
Sale of services 28,305.7 26,140.2
Other operating revenue 967.3 1,497.6
Travel and related services
Sale of services 5,61,902.3 5,92,574.7
Other operating revenue 12,383.9 13,666.4
Human resource services
Sale of services
-Education and training revenue - 335.3
Vacation ownership and resorts business
Sale of product
-Food and beverages 4,855.5 5,800.0
Sale of services
-Income from sale of vacation ownership 9,974.9 9,174.9
-Income from resorts 11,375.9 10,671.8
-Interest income on trade receivable (Instalment plan) 227.0 134.6
-Service charges 287.3 329.5
Digiphoto imaging services
Sale of services 52,762.4 -
Other operating revenue 214.2 -
6,83,256.4 6,60,325.0
Revenue disaggregated by reportable segment:

Vacation ownership and resorts business 26,720.6 26,110.8
Digiphoto imaging services 52,976.6 -
Total 6,83,256.4 6,60,325.0
Revenue disaggregated based on geography:

Revenue from external customers
India 3,53,770.1 3,74,911.7
Rest of the world 3,29,486.3 2,85,413.3
Total 6,83,256.4 6,60,325.0
(ii) Contract balances
Contract assets
A contract asset is the right to consideration in exchange for services rendered to the customer. If the Company performs by
rendering services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised
for the earned consideration that is conditional.
The contract assets primarily relate to the accrued revenue from customers for which revenue has been recognized based on the
performance obligation / services delivered, however billing of same is yet to be done.
Accrued revenue 6,894.5 10,432.7
Contract liabilities
A contract liability is the obligation to transfer services to a customer for which the Group has received consideration from the
customer. If a customer pays consideration before the Group renders services to the customer, a contract liability is recognised
when the payment is made. Contract liabilities are recognised as revenue when the Group performs under the contract.
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. This includes advances received from the customer towards leisure
tour / holiday’s packages and membership fees. Revenue on leisure tours / holiday’s packages are recognized on the completion
of the performance obligation which is on the date of departure of the tour.
Advance collected from customers 28,873.0 55,382.3
32 Related party transactions

(a) Parent Entities
The Company is controlled by the following entity:
Name Place of Ownership Interest (%)
Incorporation March 31, 2020 March 31, 2019
Fairbridge Capital (Mauritius) Limited, Mauritius (“FCML”) (FCML Mauritius 65.6% 66.9%
is wholly owned and controlled by Fairfax Financial Holdings
Limited, Canada, the ultimate holding company.)
(b) Name of the related party and related party relationship:

Sr. Name of Entity Note Place of Business/ Relationship
No. Country of
Incorporation
1 Fairbridge Capital Private Limited India Fellow Subsidiary
2 National Collateral Management Services India Fellow Subsidiary

Limited
3 Thomas Cook In Destination Management i Thailand Associate Company
(Thailand) Limited
4 TCI-Go Vacation India Private Limited ii India Associate Company
5 TravelJunkie Solutions Private Limited iii India Associate Company
6 Panorama Destination (Vietnam) JV Ltd iv Vietnam Associate Company
7 Quess Corp Limited v India Associate of the holding company
Sr. Name of Entity Note Place of Business/ Relationship
No. Country of
Incorporation
8 Centreq Business Services Private Limited vi India Other entities where relationship exists
9 Co-Achieve Solutions Private Limited vi India Other entities where relationship exists
10 Quess Corp Lanka (Private) Limited vi Srilanka Other entities where relationship exists
11 Allsec Technologies Limited vi India Other entities where relationship exists
12 Terrier Security Services (India) Private Limited vii India Other entities where relationship exists
13 Fairfax India Charitable Foundation India Charitable Trust
14 Bangalore International Airport Limited India Other entities where relationship exists
15 Cedar Management Consulting Private Limited India Other entities where relationship exists
Notes
(i) Associate of Asian Trails Holding till January 2, 2020. Effective from January 3, 2020 it became subsidiary of the Asian Trails.
(ii) Associate of Travel Corporation (India) Limited
(iii) Associate of TC Tours Limited
(iv) Associate of Asian Trails (Vietnam) Company Limited
(v) Cesses to be associate of the company w.e.f. April 1, 2019
(vi) Subsidiaries of Quess Corp Limited
(vii) Associate of Quess Corp Limited
(c) Key Management Personnel:
Madhavan Menon - Chairman & Managing Director
Mahesh Iyer - Executive Director & Chief Executive Officer
Brijesh Modi - Chief Financial Officer
Amit Parekh - Company Secretary & Compliance Officer
(d) Senior Management Personnel:
R. R. Kenkare
Debasis Nandy
Rajeev Kale
Amit Madhan
Mona Cheriyan
Abraham Alapatt
Indiver Rastogi
(e) Non-Executive Director
Kishori Udeshi
Nilesh S. Vikamsey
Sunil B. Mathur
Pravir Vohra
Chandran Ratnaswami
Sumit Maheshwari (w.e.f. September 27, 2018)
Harsha Raghavan (till May 24, 2018)
(f) Relatives of key management personnel:
Lili Menon
(g) Balances and transactions with related parties:
The following are the balances and transactions with related parties:
Sr. Particulars Ultimate Holding Fellow Associates Key / Senior Relative Other
No. Holding Company subsidiaries /Joint Management of Key Related
Company Venture Personnel Management Parties
/ Non- Personnel
Executive
Director
March 31, 2020
1 Sale of services
Thomas Cook In Destination Management - - - 1,157.0 - - -
(Thailand) Limited
Quess Corp Limited - - - - - - 170.3
TCI Go Vacation India Private Limited - - - 379.3 - - -
Fairfax Financials Holdings Limited 102.9 - - - - - -
Fairbridge Capital Private Limited - - 0.2 - - - -
Madhavan Menon - - - - 9.0 - -
Mahesh Iyer - - - - 4.2 - -
Pravir Vohra - - - - 0.4 - -
Sumit Maheshwari - - - - 4.1 - -
Sunil B. Mathur - - - - 4.5 - -
2 Facilities and support services provided
Thomas Cook In Destination Management - - - 90.1 - - -
(Thailand) Limited
3 Dividend received
4 Interest income
TravelJunkie Solutions Private Limited - - - 7.1 - - -
5 Services availed
Co-Achieve Solutions Private Limited - - - - - - 19.9
6 Other professional charges
Quess Corp Limited - - - - - - 2,088.5
Terrier Security Services (India) Private - - - - - - 518.7
Limited
Allsec Technologies Limited - - - - - - 11.9
Quess Corp Lanka (Private) Limited - - - - - - 4.7
7 Rent expenses
Lili Menon - - - - - 19.3 -
Bangalore International Airport Limited - - - - - - 1,930.6
8 Other expenses
Limited
9 Reimbursement received

(Thailand) Limited
National Collateral Management Services - - 1.7 - - - -
Limited
Bangalore International Airport Limited - - - - - - 1.7
10 Reimbursement paid
11 Dividend remitted
Fairbridge Capital (Mauritius) Limited - 930.6 - - - - -
/ Non- Personnel
Executive
Director
March 31, 2020
12 Remuneration (Key Management
Personnel)
Mahesh Iyer - - - - 334.2 - -
Brijesh Modi - - - - 164.0 - -
Amit Parekh - - - - 52.3 - -
13 Remuneration (Senior Management
Personnel)
Debasis Nandy - - - - 242.5 - -
R. R. Kenkare - - - - 226.6 - -
Mona Cheriyan - - - - 429.2 - -
Rajeev Kale - - - - 181.5 - -
Abraham Alapatt - - - - 157.0 - -
Amit Madhan - - - - 191.1 - -
Indiver Rastogi - - - - 180.1 - -
14 Sitting fees to Non-Executive Director
Kishori Udeshi - - - - 23.8 - -
Nilesh S. Vikamsey - - - - 18.3 - -
Sunil B. Mathur - - - - 23.3 - -
Pravir Vohra - - - - 24.0 - -
15 Commission to Non-Executive Director
Sunil B. Mathur - - - - 13.6 - -
Pravir Vohra - - - - 13.6 - -
16 Investment in associates during the year
17 Security deposits given during the year
18 Loan given during the year
19 Advances given
20 Deposit receivable
Lili Menon - - - - - 165.0 -
21 Loan receivables
22 Interest receivable
23 Trade / other receivables
Fairfax Financial Holdings Limited 6.4 - - - - - -
National Collateral Management Services - - 1.7 - - - -
Limited
Fairfax India Charitable Foundation - - 2.0 - - - -
/ Non- Personnel
Executive
Director
March 31, 2020
24 Trade / other payable
Allsec Technologies Limited - - - - - - 8.5
Limited
/ Non- Personnel
Executive
Director
March 31, 2019
1 Sale of services
Thomas Cook In Destination Management - - - 1,063.5 - - -
(Thailand) Limited
Quess Corp Limited - - - 268.4 - - -
Cedar Management Consulting Private - - - - - - 76.6
Limited
2 Facilities and support services provided
3 Services availed
Terrier Security Services (India) Private - - - 4.7 - - -
Limited
Co-Achieve Solutions Private Limited - - - 10.8 - - -
4 Other professional charges
Quess Corp Limited - - - 1,782.6 - - -
Limited
5 Rent expenses
Lili Menon - - - - - 19.3 -

6 Other expenses
Centreq Business Services Private Limited - - - 3.2 - - -
7 Reimbursement received
/ Non- Personnel
Executive
Director
March 31, 2019
8 Reimbursement paid
9 Dividend remitted
10 Remuneration (Key Management
Personnel)
Mahesh Iyer - - - - 352.1 - -
Brijesh Modi - - - - 145.6 - -
Amit Parekh - - - - 54.2 - -
11 Remuneration (Senior Management
Personnel)
Debasis Nandy - - - - 216.5 - -
R. R. Kenkare - - - - 189.1 - -
Mona Cheriyan - - - - 182.5 - -
Rajeev Kale - - - - 181.0 - -
Abraham Alapatt - - - - 160.6 - -
Amit Madhan - - - - 152.2 - -
Indiver Rastogi - - - - 168.5 - -
12 Sitting fees to Non-Executive Director
Sunil B. Mathur - - - - 31.1 - -
Pravir Vohra - - - - 33.8 - -
13 Advances given
14 Deposit receivable
Lili Menon - - - - - 165.0 -
15 Trade / other receivable
(Thailand) Limited
16 Trade / other payable
Limited
33 Earnings per share

(a) Basic earnings per share
Basic earnings per equity share after exceptional items (0.02) 2.29
Basic earnings per equity share before exceptional items 1.03 2.29
(b) Diluted earnings per share

Diluted earnings per equity share after exceptional items (0.02) 2.28
Diluted earnings per equity share before exceptional items 1.03 2.28
Diluted earnings per share is not computed as the Group has incurred loss during the year due to which ESOP shares would be
anti-dilutive.
(c) Reconciliation of earnings used in calculating earnings per share

Profit after tax and exceptional items attributable to equity share holders of the (69.0) 8,481.8
company for basic and diluted EPS
Profit after tax but before exceptional items tax attributable to equity share 3,826.5 8,481.8
holders of the company for basic and diluted EPS
(d) Weighted average number of shares used as the denominator

Number of shares Number of shares
Weighted average number of Equity Shares outstanding (in lakhs) 3,734.5 3,705.1
Less: Treasury shares acquired by the Company under Trust (25.7) -
Weighted average number of equity shares used as the denominator in calculating 3,708.8 3,705.1
basic earning per share (in lakhs)
Adjustments for calculation of diluted earnings per share:
Effect of dilutive issue of stock options 6.4 10.1
Weighted average number of equity shares and potential equity shares used as 3,715.2 3,715.1
the denominator in calculating diluted earning per share (in lakhs)
(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 34.
34 Share based payments

(I) Thomas Cook (India) Limited
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
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.
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 Lakh) 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 3,000,000 (Thirty Lakh) 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
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
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:
40%, 30%, 30% on each of the anniversaries from the grant date.
Grant II dated July 30, 2014:
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 January 24, 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 July 30, 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 regulated 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.
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 regulated 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 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 at the end of 5 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.
The details pertaining to number of options, weighted average price and assumptions considered for fair value are disclosed below:
Weighted Number of Weighted Number of
Average Exercise options Average options
price Exercise price
Options outstanding at the beginning of the year 62.90 50,61,806 73.68 21,31,539
Options granted during the year - - 66.37 38,30,196
Exercised during the year 63.45 1,91,059 107.15 5,20,934
Forfeited during the year 112.70 3,23,630 97.77 3,78,995
Options outstanding at the end of the year 59.33 45,47,117 62.90 50,61,806
Options vested and exercisable at the end of the year 150.12 4,26,257 123.95 6,93,288
The average share price at the date of exercise of options exercised during the year ended March 31, 2020 was Rs. 141.08 (March 31,
2019: Rs. 244.57)
Share options outstanding at the end of the year have the following expiry date and exercise prices
Grant Date Expiry Date Exercise March 31, 2020 March 31, 2019
price (Rs.)
Share options Share options
September 5, 2013 September 3, 49.32 43,510 68,350
2023
August 25, 2015 August 22, 2025 165.92 3,54,819 4,48,804
November 7, 2016 November 1, 1.00 7,46,448 7,46,448
2040
October 8, 2014 October 2, 2038 1.00 - 1,00,000
January 24, 2013 January 22, 2021 80.00 3,078 9,234
July 30, 2014 July 28, 2022 108.46 23,850 66,900
June 13, 2018 June 10, 2031 137.93 13,08,400 14,65,400
September 1, 2018 August 29, 2031 125.10 1,82,573 2,21,008
October 5, 2018 September 29, 1.00 16,52,474 17,03,697
2043
January 23, 2019 January 17, 2043 1.00 2,31,965 2,31,965
Total # 45,47,117 50,61,806
Weighted average remaining contractual life of 19.4 Years 19.0 Years
options outstanding at end of year
# as per the composite scheme of arrangement and demerger of human resource business of the Company, on exercise, in addition
to allotted options of the Company’s shares, employees are also eligible for Quess shares as per the share entitlement ratio of 1889 :
10000.
Modification of share based payment:
On merger of Sterling Holiday Resorts with Thomas Cook Insurance Services
In pursuance to the court scheme effective from April 1, 2014, Sterling holiday resorts was merged with Thomas Cook Insurance services,
its immediate parent entity. Thomas cook India limited issued options replacing the existing options of Sterling by issuing its own
shares in consideration for the merger. Such modification of share based payment arrangements of sterling are accounted for as per Ind
AS 102. Accordingly, the incremental cost in the fair value of the options at the initial grant date and the replacement date is taken as
expense in the books of Thomas Cook India Limited. Fair value of the replacement options issued by the company are calculated using
the inputs disclosed in inputs table.
On implementation of Composite Scheme of arrangement and Demerger of Human Resource Business
As per the composite scheme, the Company has demerged it’s 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 TCIL and Quess filed the certified copies of the order with their
respective jurisdictional Registrar of Companies.
As a part of the composite scheme, employees of the Group whose options were outstanding on the effective date will be entitled to
the additional shares of Quess on account of the demerger of Human Resource Business of the Company. Instead of altering the exercise
price, the Company has provided additional award in form of Quess shares. Hence, The eligible employees are now entitled to shares
of Quess along with shares 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 options, 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 as share based payments and
are accounted as per Ind AS 102. The grant of Quess shares is considered to be modification of ESOP Schemes, there is no impact of
modification for the year ended March 31, 2020 in the statement of profit and loss.
Expenses/shares option outstanding account arising from share based payment transactions
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were as
follows:
Employees share based payment expense 1,548.3 1,251.3
Stock options expense 221.8 -
Shares option outstanding account [ESOP Reserve] 2,181.6 2,794.1
Stock option outstanding liability 1,771.9 -
35 Assets pledged as security

The carrying amounts of assets pledged as security for current and non-current borrowings are:

Current
Financial assets
Receivables 55.5 897.1
Inventories 1.0 1,108.8
Cash and cash equivalents 18.4 4.2
Other current assets 26.1 49.7
Other financial assets 12.7 13.1
Investments - -
Total current assets pledged as security 113.7 2,072.9
Non-current
Freehold land 7,308.0 8,328.0
Freehold buildings 8,615.6 8,785.7
Moveable assets 3,465.1 4,709.6
Total non-current assets pledged as security 19,388.7 21,823.3

Total assets pledged as security 19,502.4 23,896.2
36 Business combination
(i) Acquisition of DEI Group (“DEI”)
On February 25, 2019, the Company through its wholly owned subsidiary Travel Circle International (Mauritius) Limited (“TCIM”) has
entered into Share Purchase Agreement (‘’SPA’’) and Share Holders Agreement (“SHA”) with DEI Holdings Limited (“DEI Dubai”) and
its shareholders to acquire 51% equity stake in DEI Dubai. In accordance with the SPA and SHA, on March 28, 2019 TCIM has acquired
51% stake for a consideration of Rs. 14,099.8 lakhs (US$ 20.3 million) and thus DEI Dubai alongwith its 12 subsidiaries became the
subsidiaries of the Group.
Further, Horizon Travel Services LLC (“HTL”), a step down subsidiary of the Company, has entered into Operating Agreement and LLC
Membership Interest Purchase Agreement dated February 25, 2019 with Digiphoto Entertainment Imaging LLC (“DEI USA”) and its
members A Evaluation Leisure Holding Inc. (DEI Seychelles) and others to acquire 51% equity stake in DEI USA at an consideration
of Rs. 6.9 Lakhs (US$10,000). In accordance with the SPA and SHA, on June 29, 2019, HTL has completed acquisition of 51% of the
proportionate interest in DEI USA for a consideration of Rs. 6.9 lakhs (US$10,000), thus DEI USA has become the subsidiary of the
Company.
Travel Corporation (India) Limited (“TCI”), now amalgamated in the Company, has entered into Share Purchase Agreement (‘’SPA’’) and
Share Holders Agreement (“SHA”) dated February 25, 2019 with BDC Digiphoto Imaging Solutions Private Limited (“DEI India”) and its
shareholders A Evaluation Leisure Holding Inc. (DEI Seychelles) and others to acquire 51% equity stake in DEI India at an consideration
of Rs. 91,800. In accordance with the SPA and SHA, on November 17, 2019, TCI has completed acquisition of 51% of the proportionate
interest in DEI India for a consideration of Rs. 91,800, thus DEI India has become the subsidiary of the Company.
DEI is one of the world’s leading imaging solutions and services providers with the focus on imaging solutions for the attractions
industry. It offers turnkey imaging solutions and services by providing the equipment, software, and talent at partner sites. Its partner
attractions encompass water parks, theme parks, aquariums, towers and resorts, including various iconic attractions. DEI is present at
more than 250 venues spanning over 14 countries having offices Singapore, UAE, Hong Kong SAR, Macau SAR, China, USA, Malaysia,
Thailand, Indonesia, Mauritius, Maldives, Egypt, India and Kuwait with strong network of over 120 partners.
The Group has finalised purchase price allocation (“PPA”) for the acquisition during March 2019 and accordingly, revised the provisional
goodwill and intangible assets as March 31, 2019.
The fair value of net assets acquired on the acquisition date as a part of the transaction amounted to Rs. 3,159.1 lakhs. The excess of
purchase consideration over the fair value of net assets acquired has been attributed towards goodwill aggregating to Rs. 12,496.5
lakhs and intangible assets by Rs. 3,734.4 lakhs. The goodwill is attributable to value of benefits of expected synergies, future revenue
and future market developments. Goodwill is not deductible for income tax purposes.
The purchase price has been allocated as follows:

Particulars Acquiree's Fair value Purchase price
carrying Amount adjustments allocated
Property, plant and equipment 1,926.1 - 1,926.1
Intangible assets (including under developments) 1,369.9 3,734.4 5,104.3
Net assets (excluding above) (3,871.3) - (3,871.3)
Total (575.3) 3,734.4 3,159.1
Share of the Group at 51.0% 1,611.1
Non - controlling interests 1,548.0
Goodwill 12,496.5
Purchase consideration paid 14,107.6
(ii) Acquisition of Asian Trails Singapore PTE. Ltd.
Asian Trails Holding Limited, a step down subsidiary of the Company has acquired 100% stake in newly incorporated Asian Trails
Singapore PTE. Ltd. from Ocorian Singapore Trust Company PTE. Ltd. at an consideration of SG$ 1.0.
(iii) Acquisition of Thomas Cook IN Destination Management (Thailand) Limited
Asian Trails Limited, a step down subsidiary of the Company has completed further acquisition of 49% of shares of Thomas Cook IN
Destination Management (Thailand) Limited.
(iv) Transactions under common control
The Board at its meeting held on October 3, 2019 had approved the amendments to the Composite Scheme of Arrangement and
Amalgamation amongst Thomas Cook (India) Limited (‘TCIL’), Quess Corp Limited (‘QCL’), Travel Corporation (India) Limited (‘TCI’), TC
Forex Services Limited (formerly known as Tata Capital Forex Limited) (‘TCF’), TC Travel Services Limited (formerly known as TC Travel
and Services Limited) (‘TCTSL’) and SOTC Travel Management Private Limited (formerly known as SITA Travels and Tours Private Limited)
(‘SOTC TRAVEL’) and their respective shareholders (‘the Scheme’) in accordance with the provisions of Section 230 to 232 read with
Section 52, 55, and 66 of the Companies Act, 2013.
The Scheme inter-alia provides:
i. Demerger of the inbound business of TCI consisting of business of handling inward foreign tourist activity from TCI into SOTC
TRAVEL; and
ii. Amalgamation of residual TCI, TCF and TCTSL with the Company; and
iii. Demerger of the Human Resource Services Business of the Company (including shares in QCL held by the Company) into QCL. As a
part of consideration, QCL will issue its own shares to the shareholders of the Company in the ratio of 1889 QCL shares for every
10000 shares held in the Company.
The National Company Law Tribunal (“NCLT”), Mumbai Bench for TCIL and Bengaluru Bench for QCL vide its order dated October 10,
2019 and November 7, 2019 respectively had approved the Scheme of Arrangement. The Scheme of Arrangement has become effective
from Appointed Date i.e. April 1, 2019 but operative from Effective Date i.e. November 25, 2019 being the date of filing of certified copy
of the Order of NCLT by all the companies with their respective jurisdictional Registrar of Companies, in accordance with Ind AS 103
“Business Combination”.
Pursuant to the Scheme, the Group has transferred net assets of Rs. 7,29,870.4 lakhs pertaining to Human Resource Services Business
including investment in QCL by way of demerger, consequently the same has been debited to reserves in accordance with the scheme.
However, demerger of the inbound business of TCI from TCI into SOTC TRAVEL and amalgamation of residual TCI, TCF and TCTSL with the
Company does not have any impact on consolidated financial statements as these transaction are under common control.
37 Interests in other entities

(a) Non controlling interest (“NCI”)
Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group.
The amounts disclosed for each subsidiary are before inter-company eliminations.
Summarised balance Sheet BDC Digiphoto Digiphoto Asian Trails DEI Holdings SITA World
Imaging Solutions Entertainment Holding Limited Travel (Nepal)
Private Limited Imaging LLC, Limited Pvt Ltd
USA
March 31, 2020
Current assets 344.6 1,049.3 18,458.7 10,430.4 1,852.8
Current liabilities 3,047.5 2,873.0 27,987.6 13,285.7 889.1
Net current assets (2,702.9) (1,823.7) (9,528.9) (2,855.3) 963.7
Non-current assets 317.0 949.0 21,241.5 9,646.2 569.7
Non-current liabilities 30.1 43.5 1,522.5 3,542.2 115.8
Net non-current assets 286.9 905.5 19,719.0 6,104.0 453.9
Net assets (2,416.0) (918.2) 10,190.1 3,248.7 1,417.6
Accumulated NCI (1,183.8) (449.9) 2,416.0 1,682.5 525.5
Summarised balance Sheet BDC Digiphoto Digiphoto Asian Trails DEI Holdings SITA World
USA
March 31, 2019
Current assets - - 19,337.9 9,768.8 2,747.1
Current liabilities - - 25,193.8 11,615.3 1,970.7

Net current assets - - (5,855.9) (1,846.5) 776.4
Non-current assets - - 17,527.0 8,528.2 414.6
Non-current liabilities - - 760.2 897.7 34.1
Net non-current assets - - 16,766.8 7,630.5 380.5
Net assets - - 10,910.9 5,784.0 1,156.9
Accumulated NCI - - 2,948.7 2,834.4 430.0
Summarised statement of profit and loss BDC Digiphoto Digiphoto Asian Trails DEI Holdings SITA World
USA
March 31, 2020
Revenue 412.6 6,421.9 58,362.5 47,007.5 3,095.8
Profit for the year (384.3) (251.5) (2,390.4) (2,532.5) 260.6
Other comprehensive income - - 109.5 (185.8) -
Total comprehensive income (384.3) (251.5) (2280.9) (2,718.3) 260.6
Profit allocated to NCI (188.3) (123.2) (239.3) (1,332.0) 95.5
Summarised statement of profit and loss BDC Digiphoto Digiphoto Asian Trails DEI Holdings SITA World
USA
March 31, 2019
Revenue - - 60,269.6 - 3,019.1
Profit for the year - - 266.6 - 176.2
Other comprehensive income - - (127.0) - -
Total comprehensive income - - 139.6 - 176.2
Profit allocated to NCI - - 337.2 64.6
(b) Interest in associate
i) Quess Corp Limited (“Quess”)
Quess were an associate of the Company with 48.82% holding in Quess as at March 31, 2019. The Composite Scheme of
Arrangement and Amalgamation (“Scheme”) was approved by the National Company Law Tribunal (“NCLT”), Mumbai Bench for the
Company and Bengaluru Bench for Quess vide its order dated October 10, 2019 and November 7, 2019 respectively. The Scheme
of Arrangement has become effective from Appointed Date i.e. April 1, 2019 but operative from Effective Date i.e. November 25,
2019 being the date of filing of certified copy of the Order of NCLT by all the companies with their respective jurisdictional Registrar
of Companies, in accordance with Ind AS 103 “Business Combination”. Pursuant to the Scheme, the Company has transferred net
assets of Rs. 7,29,870.4 lakhs pertaining to Human Resource Services Business including investment in Quess by way of demerger,
consequently the same has been debited to reserves and hence Quess were cesses to be a associate of the Company from the
appointed date.
The following table summarizes the financial information of Quess as included in its own financial statements, adjusted for fair
value adjustments at Quess re-classify from a subsidiary to an associate. The table also reconciles the summarized financial
information to the carrying amount of the Group’s interest in Quess.
Summarised balance Sheet March 31, 2020 March 31, 2019
Percentage ownership interest - 48.82%
Current assets - 2,40,495.1
Current liabilities - 1,75,265.9
Net current assets - 65,229.2
Non-current assets - 2,60,672.3
Non-current liabilities - 53,033.0
Net non-current assets - 2,07,639.3
Net assets - 2,72,868.5
Non controlling interest of Quess' subsidiaries - 309.9
Net assets net of non controlling interest of Quess' subsidiaries - 2,72,558.6
Group's share of net assets - 1,33,072.2
Share in identifiable intangible assets recognised - 87,409.3
Goodwill - 5,09,862.0
Carrying amount of interest in associates - 7,30,343.5
Carrying Value of investment - 7,30,343.5
Summarised statement of profit and loss March 31, 2020 March 31, 2019
Revenue - 8,52,699.3
Profit for the year - 25,654.9
Other comprehensive income - 634.7
Total comprehensive income - 26,289.6
Group's share of Quess profit for the year - 12,535.0
Amortisation of identifiable intangible assets - (7111.1)
Loss on dilution of stake - (466.7)
Group's share of other comprehensive income - 309.9
Group's share of total comprehensive income - 12,835.5
ii) TCI Go Vacation India Private Limited ("TCI Go")
Travel Corporation (India) Limited ("TCI"), a wholly owned subsidiary of the Company, and DER Touristik Group formed TCI Go
Vacation India Private Limited. TCI hold 49% of equity share capital of TCI Go.
The following table summarizes the financial information of TCI Go as included in its own financial statements. The table also
reconciles the summarized financial information to the carrying amount of the Group's interest in TCI Go.

Percentage ownership interest 49.00% 49.00%
Current assets 4,196.6 5,531.3
Current liabilities 2,304.9 4,338.9
Net current assets 1,891.7 1,192.4
Non-current assets 40.4 16.7
Non-current liabilities 18.3 14.0
Net non-current assets 22.2 2.7
Net assets 1,913.9 1,195.1
Group's share of net assets 937.8 585.6
Carrying amount of interest in associates 937.8 585.6
Value of investment 937.8 585.6
Revenue 7,074.6 7,555.7
Profit for the year 1,056.3 641.7
Other comprehensive income - -
Total comprehensive income 1,056.3 641.7
Group's share of profit (49%) 517.6 314.4
Group's share of total comprehensive income 517.6 314.4
iii) Traveljunkie Solutions Private Limited ("TravelJunkie")

During the previous year ended March 31, 2019, the Company through TC Tours Limited, a wholly owned subsidiary of the Company,
has entered into an Share Subscription and Shareholders’ Agreement ("SSSA") dated November 16, 2018 with a travel start up
called Traveljunkie Solutions Private Limited ("TravelJunkie"), promoters and other seed investors to invest Rs. 400.0 lakhs in 3
tranches as per the terms of the SSSA. In accordance with SSSA, the Group has acquired 26.31% stake for a consideration of 400.0
lakhs as at March 31, 2020. Considering provisions of the SSSA, the Group has classified investment in Traveljunkie as associate as
per Ind AS 28, Investment in Associates.
The following table summarizes the financial information of Traveljunkie as included in its own financial statements. The table also
reconciles the summarized financial information to the carrying amount of the Group's interest in Traveljunkie.
Percentage ownership interest 26.31% 15.57%
Current assets 15.5 57.4
Current liabilities 173.6 34.9
Net current assets (158.1) 22.5
Non-current assets 5.8 5.7
Non-current liabilities - -
Net non-current assets 5.8 5.7
Net assets (152.3) 28.2
Group's share of net assets (40.1) 4.4
Goodwill 173.5 173.5
Carrying amount of interest in associates 133.4 177.9
Value of investment 133.4 177.9

Revenue 16.6 7.0
Profit for the year (416.8) (142.0)
Total comprehensive income (416.8) (142.0)
Group's share of profit (26.31% and 15.57%) (109.7) (22.1)
Loss on dilution of stake (135.0) -
Group's share of total comprehensive income (244.7) (22.1)
iv) Thomas Cook In Destination Management (Thailand) Limited ("TCIDM")
During the previous year ended March 31, 2019, Asian Trails Holdings Limited, a step down subsidiary of the Company formed
a Joint Venture Company Thomas Cook In Destination Management (Thailand) Limited (TCIDM) operational from Thailand with a
49% of preferred share capital of that company (dividend and voting right 34%). On January 3, 2020, Asian Trail further acquired
the 49% of preferred share capital of that company (dividend and voting right 64%) and thus TCIDM became the subsidiary of the
Group w.e.f. January 3, 2020.
The following table summarizes the financial information of TCIDM as included in its own financial statements. The table also
reconciles the summarized financial information to the carrying amount of the Group's interest in TCIDM.
Percentage ownership interest - 34.00%
Current assets - 2,217.5
Current liabilities - 1,720.9
Net current assets - 496.6
Non-current assets - 173.4
Net non-current assets - 173.4
Net assets - 670.0
Group's share of net assets - 227.8
Carrying amount of interest in associates - 227.8
Value of investment - 227.8
Summarised statement of profit and loss till January 2, 2020 March 31, 2020 March 31, 2019
Revenue 1,166.9 2,866.3
Profit for the year (706.6) 145.7
Total comprehensive income (706.6) 145.7
Group's share of profit (34%) (240.3) 49.5
Group's share of total comprehensive income (240.3) 49.5
v) Panorama Destination (Vietnam) JV Ltd ("Panorama JV")

During the year ended March 31, 2020, Asian Trails Co. Ltd., Vietnam ("ATV"), a step down subsidiary of the Company and Panorama
Destination (s) PTE. LTD formed a joint venture company Panorama Destination (Vietnam) JV Ltd. ATV held 32% of charter capital
of that company.
The following table summarizes the financial information of Panorama JV as included in its own financial statements. The table
also reconciles the summarized financial information to the carrying amount of the Group's interest in Panorama JV.
Percentage ownership interest 32.00% -
Current assets 39.2 -
Current liabilities 88.3 -
Net current assets (49.1) -
Non-current assets 84.9 -
Net non-current assets 84.9 -
Net assets 35.8 -
Group's share of net assets 11.5 -
Carrying amount of interest in associates 11.5 -
Value of investment 11.5 -
Revenue 33.4 -
Profit for the year (57.5) -
Total comprehensive income (57.5) -
Group's share of profit (32%) (18.4) -
Group's share of total comprehensive income (18.4) -
vi) Commitments and contingent liabilities in respect of associates

(a) Share of capital commitments in associates - 291.3
(b) Share of contingent liabilities in associates - 3,791.2
38 Exceptional item
Provision for stamp duty (a) (2,500.0) -
Impairment of intangible assets (b) (1,395.5) -
Total (3,895.5) -
(a) Pursuant to the approval of the National Company Law Tribunal and the Composite Scheme of Arrangement and Amalgamation
between Thomas Cook (India) Limited and various other companies (the “Scheme”) becoming effective on November 25, 2019
and operative from the Appointed Date, i.e. April 1, 2019, the Company filed the application for adjudication for the stamp duty
on the Scheme with the Revenue office of the Sub-Registrar of Assurances (Sub-Registrar). The Sub-Registrar has raised a demand
notice for a duty of Rs. 2,500.0 lakhs and a penalty of Rs. 250.0 lakhs. The Company has filed an objection with the Sub-Registrar
disputing the duty amount calculation and the penalty, stating that the interim demand notice required reconsideration. The
Company has provided for stamp duty of Rs. 2,500 lakhs and has charged to the Statement of Profit and Loss as an exceptional
item.
(b) The Group assessed the recoverable amount of intangible assets with definite life recognised in DEI Group acquisition which
represent a cash generating unit ("CGU"), as at March 31, 2020, as the higher of Fair Value Less Cost of Disposal ("FVLCD") and
Value in Use ("VIU") of the relevant assets of the CGU due to change in market condition. This has resulted in an impairment loss of
Rs. 1,395.5 lakhs and has charged to the Statement of Profit and Loss as an exceptional item for the year ended March 31, 2020.
39 Property related matters

(a) During the financial year 2011-12, pursuant to One Time Settlement (OTS) scheme, Sterling had fully settled the dues of a Financial
Institution (FI) and also obtained a ‘No Due’ certificate. However, the FI has not released the title deeds of the properties given
as security for the reason that a Third Party has filed a writ petition against the FI challenging the cancellation of sale of the said
property to them. Sterling is also a party to the said writ petition. The said writ petition was disposed off by Hon’ble High Court
of Madras, against the Sterling. Sterling has preferred Special Leave Petition (SLP) before the Hon’ble Supreme Court of India
and the Court has ordered ‘Status quo’ in all respects concerning the said properties. The net book value of land and building as
at March 31, 2020 in respect of the said property aggregates to Rs. 8,217.1 lakhs (March 31, 2019: Rs. 8,217.1 lakhs). In view of
the management and based on the independent legal opinion obtained, the Sterling has a fair chance to succeed in the appeal
pending before Hon’ble Supreme Court of India.
(b) Sterling had in the past transferred a property at Goa and part of the sale consideration amounting to Rs. 527.1 lakhs (March
31, 2019: Rs. 527.1 lakhs) (included under “Other financial assets”) was retained by the buyer pending compliance of certain
conditions. Sterling is confident of recovering this amount as it has taken effective steps for discharge of its obligations. Sterling is
also legally advised that it has the right of vendor’s lien against the immovable property sold to the extent of amount due. Sterling
has filed a suit against the buyer for recovery of the amount. In view of the aforesaid, the above amount is considered good and
recoverable by Management. Application for rejection of the plaint by the defendant has been dismissed. The Defendant filed a
revision before the High Court at Goa and High Court dismissed the same. Sterling expects the trial to start soon.
(c) Sterling had in the past transferred a property of 7.3 acres out of 10.3 acres land parcel at Chail for consideration and with a
condition that the buyer would construct 10 cottages in the 3 acres land retained by Sterling and handover the same. However,
the buyer had taken the possession of the entire parcel of land and had not fulfilled the condition. The book value of the land is
Rs. 550.0 lakhs (March 31, 2019: Rs. 550.0 lakhs). The title deeds for 3 acres of land are not available with Sterling. There is an
arbitration award in favour of Sterling which Sterling is enforcing in the court of law. Sterling is of the view that it has a fair chance
to succeed in its plea. The High Court has ordered status Quo on the property. Sterling has filed an application for appointment of
the receiver.
(d) During July 2019, Sterling has terminated its lease contract for the Daman resort due to non-renewal of the statutory licenses
by the owner after repeated reminders. The contract had a lock-in period of 9 years till January 2024. The resort owner issued a
legal notice on November 25, 2019 demanding a sum of Rs.1,091.0 lakhs towards the outstanding lock-in obligation, outstanding
operations and maintenance fee, GST not paid by Sterling and other costs incurred by the owner. The land lord has invoked the
Arbitration clause and appointed an Arbitrator to adjudicate the dispute. Sterling has submitted a reply on December 17, 2019
denying all the allegations and has nominated an Arbitrator to represent Sterling. Sterling is awaiting further update from the
resort owner regarding the same. The amount is treated as contingent liability at this stage.
(e) Other property related matters

Property Net carrying amount Remarks
As on March As on March
31, 2020 31, 2019
Kodai Valley view 6,510.0 6,510.0 The Company has submitted the original title documents with the
District Magistrate as part of the plaint filed in response to litigation
for title in 1993. The trial has been stayed by the High Court. Stay
has been vacated. The case will be heard before the District Court
Kodaikanal.
Hubli 5.2 5.2 Sale deed was not registered in the name of the Sterling. Sterling
had paid the entire consideration and taken over possession of the
property. Seller company was liquidated in the past, accordingly
Sterling needs to take necessary legal steps to register the title in its
name. Sterling has approached the official liquidators office and is
yet to receive next steps from them.
Peermedu 1,483.2 1,483.2 Sterling is in possession of a land at Peermedu which was initially
under lease. Subsequently, an agreement for sale was also entered
into with lessors and sale consideration was paid as one time deposit.
Sterling had filed a legal case against the lessors invoking specific
performance of the sale agreement. The Court had issued notice to
both the lessors / sellers, that was not responded by them. The Court
has ordered publications in the news papers. The defendants did not
appear before the court and the defendant was set exparte. Sterling
is taking steps to file execution petition.
40 Contingent liabilities and contingent assets

Contingent liabilities

Claims against the Group not acknowledged as debts:
Demand from Bombay Electric Supply and Transport for electricity charges 19.6 19.6
Disputed claims made by clients, vendors, employees and property related matter 4,369.0 2,809.7
Direct and Indirect tax matters * 16,489.0 10,463.2
Bank guarantees issued against performance of contract 310.8 187.0
Disputed demand of penalty from Stamp duty authority (refer note "c") 250.0 -
Chennai Airport ED matter (refer note "d") 616.0 -
Disputed demand for increase in rent raised by Brihanmumbai Municipal Corporation - 754.4
Luxury tax related demands under appeal 2,007.8 2,107.3
*excludes show cause notices which have been responded by the Group, stay order obtained and against which no demands have been
raised as of date
(a) It is not practicable for the Group to estimate the timing of cash flows, if any, in respect of the above pending resolution of the
respective proceedings.
(b) The Group does not expect any reimbursement in respect of the above contingent liabilities.
(c) Pursuant to the approval of the National Company Law Tribunal and the Composite Scheme of Arrangement and Amalgamation
between Thomas Cook (India) Limited and various other companies (the “Scheme”) becoming effective on November 25, 2019 and
operative from the Appointed Date, i.e. April 1, 2019, the Company filed the application for adjudication for the stamp duty on the
Scheme with the Revenue office of the Sub-Registrar of Assurances (Sub-Registrar). The Sub-Registrar has imposed a penalty of
Rs. 250.0 lakhs. The Company has filed an objection with the Sub-Registrar disputing the duty amount calculation and the penalty,
stating that the interim demand notice required reconsideration.
(d) In response to a Show Cause Notice issued by The Enforcement Directorate (ED), Chennai, on Thomas Cook (India) Limited and
TC Forex Limited (TCF) (erstwhile Tata Capital Forex Ltd, and amalgamated into TCIL on November 15, 2019 with effect from the
Appointed Date, i.e. April 1, 2019), the ED, by its Orders, respectively imposed a penalty of Rs. 450.0 lakhs on the Company and its
Officer and of Rs. 166.0 lakhs on TCF and its Officer. The Company is in the process of filing Appeals against the aforesaid orders in
the Appellate Tribunal, Delhi.
(e) 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 is pending before the SC for disposal.
Management has accounted for the liability for the period from date of the SC order to March 31, 2019. Further, pending decision
on the subject review petition 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.
41 Commitments
(a) Capital commitments
Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:
Estimated value of contracts on capital account remaining to be executed 337.1 360.0
42 Change in accounting policy
During the previous year ended March 31, 2019, Sterling has changed its accounting policy with respect to measurement of freehold
and leasehold land from the cost model to revaluation model with effect from April 1, 2018. According to the policy freehold and
leasehold land will be revalued and recognised at fair value based on periodic valuation done by external independent valuers, less
subsequent amortisation of leasehold land. A revaluation surplus will be recorded in Other Comprehensive Income (“OCI”) and credited
to the revaluation reserve in equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognized
in profit or loss, the increase is recognized in profit and loss. A revaluation deficit is recognized in the statement of profit and loss, except
to the extent that it offsets an existing surplus on the same asset recognized in the revaluation reserve.
Fair value of the land assets was determined by an external independent valuer using the Market comparable method, i.e., the valuations
performed by the valuer are based on active market sale prices, adjusted for difference in the nature, location or condition of the
specific property. The carrying amounts in sterling books as at March 31, 2020 and March 31, 2019 under cost and revaluation models
are given below:
Block of asset Revaluation model Cost model

Freehold land 52,244.5 52,244.5 5,500.4 5,500.4
Leasehold land 2,742.6 2,776.3 1,566.1 1,584.8
Total 54,987.1 55,020.8 7,066.5 7,085.2
43 Business acquisitions - Revision of previous year financial statements
On February 25, 2019, the Company through its wholly owned subsidiary Travel Circle International (Mauritius) Limited (“TCIM”) has
entered into Share Purchase Agreement (‘’SPA’’) and Share Holders Agreement (“SHA”) with DEI Holdings Limited (“DEI Dubai”) and
its shareholders to acquire 51% equity stake in DEI Dubai. In accordance with the SPA and SHA, on March 28, 2019 TCIM has acquired
51% stake for a consideration of Rs. 14,099.8 lakhs (US$ 20.3 million) and thus DEI Dubai alongwith its 12 subsidiaries became the
subsidiaries of the Group.
On acquisition of DEI Dubai, the Group, in the previous year has opted for the measurement period exemption and has carried out the
purchase price allocation on a provisional basis. During the year, Group has completed the purchase price allocation and has recognised
assets and liabilities of the acquired business at its fair value including intangible assets. The accounting entries have been given
impact to the previous year by revising reported numbers.
A table showing the impact of the above restatement is given below:
Balance Sheet (extract) As at Effect of As at
March 31, 2019 revision March 31 2019
(as previously reported) (Revision)
ASSETS
Non-current assets
Property, plant and equipment 1,23,001.8 179.8 1,23,181.6
Capital work-in-progress 688.4 - 688.4
Goodwill 1,01,036.2 (73.8) 1,00,962.3

Other intangible assets 16,024.7 160.2 16,184.9
Intangible assets under development 692.8 (648.1) 44.7
Investment accounted for using equity method 7,31,334.8 - 7,31,334.8
Financial assets
- Investments 11.0 - 11.0
- Loans 3,538.4 510.7 4,049.1
- Trade receivables 1,255.9 - 1,255.9
- Other financial assets 4,743.7 (607.7) 4,136.1
Deferred tax assets 15,168.7 - 15,168.7
Income tax assets (net) 10,525.5 (68.4) 10,457.1
Other non-current assets 9,095.3 - 9,095.3
Total non-current assets 10,17,117.2 (547.3) 10,16,569.9
Current assets
Inventories 1,576.3 2.6 1,578.9
Financial assets
- Investments 10,352.7 - 10,352.7
- Trade receivables 82,817.2 110.9 82,928.1
- Cash and cash equivalents 74,974.5 (0.2) 74,974.3
- Bank balances other than cash and cash equivalents 28,443.0 - 28,443.0
- Loans 586.7 - 586.7
Other current assets 78,231.5 4.5 78,236.0
Total current assets 2,96,564.4 118.0 2,96,682.4
TOTAL ASSETS 13,13,681.6 (429.3) 13,13,252.3

Equity
Equity share capital 3,707.3 - 3,707.3
Other equity
Share application money pending allotment 16.1 - 16.1
Reserves and surplus 8,85,618.9 - 8,85,618.9
Equity attributable to shareholders of the company 8,89,342.3 - 8,89,342.3
Non controlling Interests 6,142.1 71.0 6,213.1
Total Equity 8,95,484.4 71.0 8,95,555.4

Liabilities
- Borrowings 24,114.0 (0.4) 24,113.6
- Other financial liabilities 18.9 - 18.9
Provisions 109.7 - 109.7
Employee benefit obligations 4,063.3 122.9 4,186.2

Deferred tax liabilities 13,072.2 (616.4) 12,455.8
Other non-current liabilities 73,878.1 - 73,878.1
Total non-current liabilities 1,15,256.2 (493.9) 1,14,762.3
Current liabilities
- Borrowings 5,678.1 - 5,678.1
- Trade payables
i. Dues of micro enterprises and small enterprises 90.4 - 90.4
ii. Dues of creditors other than micro enterprises and 1,81,904.6 (2,441.7) 1,79,462.9
small enterprises
- Other financial liabilities 21,485.3 2,537.6 24,022.9
Provisions 2,947.4 - 2,947.4
Employee benefit obligations 5,868.6 24.9 5,893.5
Current tax liabilities 1,873.7 137.8 2,011.5
Other current liabilities 83,092.9 (265.0) 82,827.9
Total current liabilities 3,02,941.0 (6.4) 3,02,934.6
Total Liabilities 4,18,197.2 (500.3) 4,17,696.9
TOTAL EQUITY AND LIABILITIES 13,13,681.6 (429.3) 13,13,252.3
There is no impact of revision of financial statements on statement of profit and loss, earnings per share as the acquisition of DEI Dubai
was at the end of the year.
44 Statement showing amount of net assets, net assets as a percentage of consolidated assets, amount of share in profit or loss and share
in profit or loss as a percentage of consolidated profit and loss
Entity Percentage Net assets Net assets Share in % of Share in Other % of Share in Total % of
consolidated % to profit Consolidated Comprehensive Consolidated Comprehensive Consolidated
consolidated /(loss) Share in Profit/ Income Other Income Total
assets (loss) Comprehensive Comprehensive
Income Income
Parent
Thomas Cook (India) 100.0% 1,43,896.1 86.45% (2,490.7) -3609.2% (77.2) -3.0% (2,567.9) -104.1%
Limited
Subsidiaries - Indian
Travel Corporation 100.0% 7,507.4 4.51% 3,661.2 5305.4% (57.4) -2.3% 3,603.9 146.1%
(India) Limited
Thomas Cook Tours 100.0% 2,805.7 1.69% 757.0 1097.0% 0.1 0.0% 757.1 30.7%
Limited
Indian Horizon 100.0% 1.1 0.00% (0.4) -0.5% - 0.0% (0.4) 0.0%
Marketing Services
Limited
TC Visa Services 100.0% 1,188.2 0.71% 287.6 416.7% (0.2) 0.0% 287.4 11.7%
(India) Limited
Jardin Travel 100.0% 27.9 0.02% (0.5) -0.8% (0.4) 0.0% (1.0) 0.0%
Solutions Limited
Borderless Travel 100.0% (5.2) 0.00% (0.4) -0.5% - 0.0% (0.4) 0.0%
Services Limited
Sterling Holiday 100.0% 25,262.3 15.18% (4,165.6) -6036.3% 294.3 11.6% (3,871.3) -157.0%
Resorts Limited
Sterling Holidays 98.0% (325.8) -0.20% 70.3 101.9% 1.6 0.1% 71.9 2.9%
(Ooty) Limited
Sterling 98.0% (1,092.2) -0.66% (191.1) -277.0% 2.4 0.1% (188.7) -7.7%
Holidays Resorts
(Kodaikannal)
Limited
Income Income
Nature Trails Resorts 100.0% 1,492.6 0.90% (567.5) -822.4% 31.5 1.2% (536.0) -21.7%
Private Limited
SOTC Travel Limited 100.0% 9,083.6 5.46% (887.2) -1285.6% 31.5 1.2% (855.7) -34.7%
BDC Digiphoto 51.0% (2,416.0) -1.45% (384.3) -556.8% - 0.0% (384.3) -15.6%
Imaging Solutions
Private Limited
Subsidiaries-
Foreign
Thomas Cook Lanka 100.0% 1,039.5 0.62% (110.1) -159.6% 22.9 0.9% (87.3) -3.5%
(Private) Limited
Thomas Cook 100.0% 778.4 0.47% (3.5) -5.0% 1.7 0.1% (1.8) -0.1%
(Mauritius) Holding
Company Limited
Thomas Cook 100.0% 2,266.8 1.36% (110.6) -160.2% (57.3) -2.3% (167.9) -6.8%
(Mauritius)
Operations Company
Limited
Thomas Cook 100.0% (120.7) -0.07% (130.8) -189.5% 0.7 0.0% (130.1) -5.3%
(Mauritius) Holidays
Limited
Luxe Asia Private 100.0% (557.7) -0.34% (138.0) -199.9% 21.6 0.9% (116.4) -4.7%
Limited
Travel Circle 100.0% 11,021.4 6.62% 2,195.7 3181.8% 817.3 32.2% 3,013.0 122.2%
International
Limited, Hongkong
SITA World Travel 63.3% 1,417.6 0.85% 260.6 377.6% 0.1 0.0% 260.7 10.6%
(Nepal) Pvt Ltd
SITA World Travel 100.0% (111.8) -0.07% 15.1 21.8% (1.5) -0.1% 13.5 0.5%
Lanka (Pvt) Ltd
Travel Circle 100.0% 20,909.8 12.56% (1,056.2) -1530.5% - 0.0% (1,056.2) -42.8%
International
(Mauritius) Limited
Private Safaris (East 100.0% 1,461.1 0.88% 244.9 354.8% (54.2) -2.1% 190.7 7.7%
Africa) Limited
Kuoni Private Safaris 100.0% (225.7) -0.14% (361.8) -524.3% 88.6 3.5% (273.2) -11.1%
(Pty.) Limited
Kuoni Private Safaris 100.0% (411.5) -0.25% 9.5 13.7% 90.4 3.6% 99.8 4.0%
Namibia (Pty.)
Limited
Desert Adventures 100.0% (7,802.4) -4.69% (934.5) -1354.2% (0.1) 0.0% (934.6) -37.9%
Tourism LLC
Desert Adventure 100.0% 601.7 0.36% 156.4 226.6% (0.0) 0.0% 156.3 6.3%
Tourism Limited
Muscat Desert 100.0% 75.1 0.05% (110.8) -160.5% 0.0 0.0% (110.7) -4.5%
Adventure Tourism
LLC
Gulf Dunes LLC 100.0% (853.1) -0.51% (298.3) -432.2% (0.0) 0.0% (298.3) -12.1%
Gulf Dunes Tourism 100.0% 205.0 0.12% (15.5) -22.4% 0.0 0.0% (15.5) -0.6%
LLC
Reem Tours & Travel 100.0% 125.4 0.08% - 0.0% 0.0 0.0% 0.0 0.0%
LLC
PT Asian Trails 52.8% 1,465.4 0.88% 628.3 910.4% - 0.0% 628.3 25.5%
Limited
Asian Trails Limited 80.0% (3,473.7) -2.09% (1,593.3) -2308.9% 155.0 6.1% (1,438.3) -58.3%
Asian Trails 80.0% 64.9 0.04% 44.2 64.1% (2.6) -0.1% 41.6 1.7%
(Malaysia) SDN BHD
AT Lao Company 64.0% (85.9) -0.05% (175.1) -253.7% - 0.0% (175.1) -7.1%
Limited
Income Income
Asian Trails Holding 80.0% 13,473.7 8.09% 162.2 235.0% - 0.0% 162.2 6.6%
Limited
Asian Trails Company 76.0% 65.0 0.04% (202.3) -293.1% - 0.0% (202.3) -8.2%
Limited
Asian Trails Tours 68.0% (268.0) -0.16% (135.7) -196.7% - 0.0% (135.7) -5.5%
Limited
Asian Trails 80.0% 479.9 0.29% (60.8) -88.1% (27.1) -1.1% (87.9) -3.6%
International Travel
Services (Beijing)
Limited
ATC Travel Services 56.0% 35.6 0.02% 3.5 5.1% (1.3) -0.1% 2.2 0.1%
(Beijing) Limited
Chang Som Limited 80.0% 209.0 0.13% 11.2 16.2% (6.7) -0.3% 4.5 0.2%
Asian Trails 80.0% 53.0 0.03% - 0.0% (3.5) -0.1% (3.5) -0.1%
Singapore Pte. Ltd
Asian Trails 56.0% 996.7 0.60% 313.8 454.7% - 0.0% 313.8 12.7%
(Vietnam) Company
Limited
Thomas Cook 78.4% (70.8) -0.04% (73.1) -106.0% 1.7 0.1% (71.4) -2.9%
IN Destination
Management
(Thailand) Limited
Kuoni Australia 100.0% (2,736.2) -1.64% (103.5) -149.9% 761.7 30.0% 658.2 26.7%
Holding Pty. Ltd.
Australia Tours 100.0% 1,421.9 0.85% (136.1) -197.2% (225.4) -8.9% (361.5) -14.7%
Management Pty. Ltd
Horizon Travel 100.0% (980.2) -0.59% (364.1) -527.6% - 0.0% (364.1) -14.8%
Services LLC
DEI Holdings Limited 51.0% (1,253.8) -0.75% (328.8) -476.5% - 0.0% (328.8) -13.3%
Digiphoto 51.0% 2,334.6 1.40% (351.0) -508.7% (185.8) -7.3% (536.8) -21.8%
Entertainment
Imaging LLC
Digiphoto 51.0% 1,512.2 0.91% 354.0 512.9% - 0.0% 354.0 14.4%
Entertainment
Imaging SDN. BHD.
Digiphoto 51.0% 695.8 0.42% 142.1 205.9% - 0.0% 142.1 5.8%
Entertainment
Imaging Pte Limited
PT. Digiphoto 51.0% 571.6 0.34% 214.6 310.9% - 0.0% 214.6 8.7%
Imaging Indonesia
Digiphoto 51.0% (718.8) -0.43% (278.2) -403.1% - 0.0% (278.2) -11.3%
Entertainment
Image (Shanghai) Co.
Limited
Digiphoto 51.0% (1,122.3) -0.67% 36.9 53.4% - 0.0% 36.9 1.5%
Entertainment
Imaging Limited
Digiphoto Imaging 51.0% (397.7) -0.24% (98.3) -142.4% - 0.0% (98.3) -4.0%
(Macau) Limited
DEI Solutions 51.0% (317.5) -0.19% (251.8) -364.9% - 0.0% (251.8) -10.2%
Limited
Digiphoto SAE 51.0% (119.8) -0.07% 11.7 16.9% - 0.0% 11.7 0.5%
Digiphoto 51.0% 49.0 0.03% (39.3) -56.9% - 0.0% (39.3) -1.6%
Entertainment
Imaging Co. Ltd
D E I General Trading 51.0% (0.7) 0.00% (0.7) -1.0% - 0.0% (0.7) 0.0%
LLC
Digi Photo 51.0% - 0.00% - 0.0% - 0.0% - 0.0%
Electronics Repairing
LLC
Income Income
Digiphoto 51.0% (3,447.5) -2.07% (251.5) -364.5% (295.6) -11.7% (547.1) -22.2%
Entertainment
Imaging LLC, USA
Associates - Indian
TCI-Go Vacation 49.0% 937.8 0.56% 517.6 750.0% - 0.0% 517.6 21.0%
India Private Limited
Traveljunkie 26.3% (40.1) -0.02% (109.7) -158.9% - 0.0% (109.7) -4.4%
Solutions Private
Limited
Associates- Foreign
Thomas Cook 34.0% - 0.00% (240.3) -348.2% - 0.0% (240.3) -9.7%
In Destination
Management
(Thailand) Limited
Panorama 32.0% 11.5 0.01% (18.4) -26.7% - 0.0% (18.4) -0.7%
Destination
(Vietnam) JV Ltd
Less: Minority - (2,990.3) -1.80% 1,696.2 2457.9% 91.1 3.6% 1,787.3 72.5%
interest in all
subsidiaries (net)
Adjustment arising - (57,152.5) -34.34% 4,906.2 7109.5% 1,117.2 44.1% 6,023.4 244.3%
out of consolidation
Total 1,66,446.4 (69.0) 2,535.1 2,466.1
45 Buyback of shares
The Company filed the Draft Letter of Offer (DLOF) for the proposed buy-back with the Securities and Exchange Board of India (SEBI)
on March 6, 2020. SEBI had sought additional information / clarification from the Company, which the Company has provided. The
Company is awaiting the requisite approvals from SEBI.
46 During the year ended March 31, 2020, the Company formed Thomas Cook Employee Benefit Trust, which subscribed 73,56,122 shares
of the Company for Rs. 11,048.8 lakhs out of the loan received from the Company. EPS is calculated after reducing the equity shares
of the Company held by the Trust. Pursuant to the Scheme of Arrangement the Trust received 13,89,571 shares of Quess Corp Limited
(“QCL”), Mark-to-Market (“MTM”) loss for the year ended March 31, 2020 on QCL shares held by the Trust amounting to Rs. 2,945.1 lakhs,
is included in statement of profit and loss under other expenses.
In response to a Show Cause Notice issued by The Enforcement Directorate (ED), Chennai, on Thomas Cook (India) Limited and TC Forex
Limited (TCF) (erstwhile Tata Capital Forex Ltd, and amalgamated into TCIL on November 25, 2019 with effect from the Appointed Date,
i.e. April 1, 2019), the ED, by its Orders, respectively imposed a penalty of Rs. 330.0 lakhs on the Company and its Officer and of Rs.
166.0 lakhs on TCF and its Officer. The Company is in the process of filing Appeals against the aforesaid orders in the Appellate Tribunal,
Delhi.
47 Transfer Pricing
The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing
legislation under Sections 92-92F of the Income-tax Act. Since the law requires existence of such information and documentation to
be contemporaneous in nature, the Company is in the process of updating the documentation for the international as well as specified
domestic transactions (if applicable) entered into with the associated enterprise during the financial year and expects such records to
be in existence latest by the end of the stipulated timeline, as required by law. The Management is of the opinion that its international
as well as specified domestic transactions (if any) are at arm’s length so that the aforesaid legislation will not have any impact on the
financial statements, particularly on the amount of tax expenses and that of provision for taxation.
48 On September 20, 2019, vide the Taxation Laws (Amendments) Ordinance 2019, the Government of India inserted Section 115BAA in
the Income Tax Act, 1961 which provides domestic companies a non-reversible option to pay corporate tax at reduced rates effective
April 1, 2019 subject to certain conditions. Some of the subsidiary companies in the Group have opted for such reduced rate of tax and
have consequently recognised provision for income tax for the year ended March 31, 2020 and remeasured its deferred tax assets/
liability basis the reduced tax rate prescribed in the said section. Overall impact of such change is not material to the Group.
49 The figures for the previous year are non comparable with that of the current year on account of acquisitions during the year (Refer note
36 and 43).
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Information Regarding Subsidiary / Associate Companies
Form AOC - I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) (All amount in Rs. Lakhs, unless otherwise stated)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part A: Subsidiaries
Sr. Name of Subsidiary Reporting Closing Date of Reporting Issued & Reserves Total Total Investments Total Profit Provision Profit after Proposed Extent of Country
No. Currency Exchange Acquisition/ Period subscribed and Surplus Assets Liabilities income before for Taxation Taxation Dividend Shareholding
Rate Incorporation Share Taxation (in %)
T H O MA S C O O K ( IN D IA ) LIMITE D
Capital
1 Travel Corporation INR 1.00 March 26, March 31, 19,902.9 (12,395.6) 24,543.8 17,036.5 321.4 46,827.7 4,888.6 1,227.3 3,661.2 NA 100.0% India
(India) Limited 2018 2020
(formerly known
as SOTC Travel
Management
Private Limited)
2 TC Tours Limited INR 1.00 December 26, March 31, 300.0 2,505.7 21,565.1 18,759.4 400.0 20,062.9 1,027.5 270.5 757.0 NA 100.0% India
1989 2020
3 Indian Horizon INR 1.00 December 26, March 31, 5.0 (3.9) 1.2 0.1 - - (0.5) (0.1) (0.4) NA 100.0% India
Marketing Services 1989 2020
Limited
4 TC Visa Services INR 1.00 August 30, March 31, 5.0 1,183.2 1,631.8 443.6 - 1,070.9 386.8 99.2 287.6 NA 100.0% India
(India) Limited 2011 2020
313
5 Jardin Travel INR 1.00 September 1, March 31, 100.0 (72.1) 140.3 112.5 - 161.2 11.2 11.7 (0.5) NA 100.0% India
Solutions Limited 2015 2020
6 Borderless Travel INR 1.00 August 25, March 31, 0.5 (5.7) 5.1 10.3 - - (0.4) (0.0) (0.4) NA 100.0% India
Services Limited 2015 2020
7 Thomas Cook Lanka LKR 0.40 April 20, March 31, 427.7 611.8 1,258.4 218.8 282.0 680.7 (110.1) - (110.1) NA 100.0% Sri Lanka
(Private) Limited 2012 2020
8 Thomas Cook USD 75.67 February 9, March 31, 732.5 45.9 784.4 6.0 759.6 - (3.5) - (3.5) NA 100.0% Mauritius
(Mauritius) Holding 2000 2020
Company Limited
9 Thomas Cook MUR 1.93 March 10, March 31, 1,478.4 788.4 2,671.7 404.9 1,529.5 1,019.1 (110.6) - (110.6) NA 100.0% Mauritius
(Mauritius) 2000 2020
Operations
Company Limited
10 Thomas Cook MUR 1.93 June 14, March 31, 325.7 (446.4) 308.4 429.1 - 74.5 (130.8) - (130.8) NA 100.0% Mauritius
(Mauritius) Holidays 2004 2020
Limited
11 Luxe Asia (Private) LKR 0.40 July 27, 2015 March 31, 23.9 (581.6) 213.3 771.0 - 1,567.9 (138.0) - (138.0) NA 100.0% Sri Lanka
Limited 2020
12 Travel Circle HKD 9.76 September March 31, 5,014.0 6,007.4 26,486.0 15,464.6 - 63,364.9 2,880.8 685.0 2,195.7 NA 100.0% Hong Kong
International Ltd 10, 2015 2020
(Formerly Known
Kuoni Travel (China)
Limited)
13 Sterling Holiday INR 1.00 August 18, March 31, 2,905.0 22,357.3 1,30,809.6 1,05,547.3 321.6 25,364.8 (3,903.9) (261.7) (4,165.6) NA 100.0% India
Resorts Limited 2015 2020
14 Sterling Holidays INR 1.00 August 18, March 31, 5.0 (330.8) 145.4 471.2 - 1,750.9 93.0 22.7 70.3 NA 98.0% India
(Ooty) Limited 2015 2020
Capital
15 Sterling INR 1.00 August 18, March 31, 5.0 (1,097.2) 170.7 1,262.9 - 1,216.7 (191.1) - (191.1) NA 98.0% India
Holidays Resorts 2015 2020
(Kodaikannal)
Limited
16 Nature Trails INR 1.00 March 15, March 31, 147.6 1,345.0 4,730.5 3,237.9 - 878.7 (599.8) (32.2) (567.5) NA 100.0% India
Resorts Private 2016 2020
Limited
17 SOTC Travel Limited INR 1.00 December 16, March 31, 8,601.0 482.6 43,906.6 34,823.0 12,957.6 1,17,955.1 (1,418.2) (531.0) (887.2) NA 100.0% India
(formerly known as 2015 2020
SITA Travels Private
Limited)
18 Travel Circle USD 75.67 June 27, March 31, 22,732.0 (1,822.2) 35,939.5 15,029.7 - - (1,056.2) - (1,056.2) NA 100.0% Mauritius
International 2017 2020
(Mauritius) Limited
19 SITA World Travel NPR 0.62 December 16, March 31, 14.2 1,403.4 2,422.5 1,004.9 - 2,877.7 359.8 99.3 260.6 NA 63.3% Nepal
(Nepal) Private 2015 2020
Limited
20 SITA World Travel LKR 0.40 December 16, March 31, 9.2 (121.0) 61.4 173.2 - - 15.1 - 15.1 NA 100.0% Lanka
Lanka (Private) 2015 2020
Limited
21 Horzon Travel USD 75.67 June 26, March 31, 737.7 (1,718.0) 5,881.3 6,861.5 - 30,725.8 (442.4) (78.4) (364.1) NA 100.0% USA
Services LLC 2017 2020
22 Asian Trails Holding USD 75.67 June 29, March 31, 94.6 13,379.1 23,808.3 10,334.6 - - 169.7 7.5 162.2 NA 80.0% Mauritius
Limited 2017 2020
23 Asian Trails CNY 10.66 June 29, March 31, 456.3 23.6 1,367.2 887.3 - 5,654.8 (55.9) 5.0 (60.8) NA 80.0% China
International Travel 2017 2020
314
Services (Beijing)
Ltd
24 ATC Travel Services CNY 10.66 March 27, March 31, 33.3 2.4 175.2 139.6 - 252.6 4.1 0.6 3.5 NA 70.0% China
(Beijing) Ltd. 2019 2020
25 Asian Trails Tours USD 75.67 June 29, March 31, 37.8 (305.8) 1,024.3 1,292.3 - 2,854.5 (128.3) 7.5 (135.7) NA 68.0% Myanmar
Limited 2017 2020
26 Asian Trails Co. USD 75.67 June 29, March 31, 189.2 (124.1) 1,568.6 1,503.5 - 3,539.2 (160.3) 42.0 (202.3) NA 76.0% Cambodia
Limited 2017 2020
27 AT Lao Co. Limited USD 75.67 June 29, March 31, 151.3 (237.2) 407.4 493.3 - 1,046.0 (158.5) 16.6 (175.1) NA 64.0% Laos
2017 2020
28 PT Asian Trails USD 75.67 June 29, March 31, 131.0 1,334.4 2,587.6 1,122.2 - 7,513.5 694.8 66.5 628.3 NA 52.8% Indonesia
Limited 2017 2020
29 Asian Trails SDN. MYR 17.52 June 29, March 31, 1,024.3 (959.3) 1,327.2 1,262.3 - 5,251.4 67.3 23.1 44.2 NA 80.0% Malaysia
BHD. 2017 2020
30 Asian Trails USD 75.67 June 29, March 31, 108.6 888.1 4,868.8 3,872.1 - 9,196.3 333.2 19.4 313.8 NA 56.0% Vietnam
(Vietnam) Co. 2017 2020
Limited
31 Kuoni Private ZAR 4.23 June 29, March 31, 29.1 (254.8) 1,557.0 1,782.7 - 6,668.0 (203.5) 158.3 (361.8) NA 100.0% SouthAfrica
Safaris (Pty) Limited 2017 2020
32 Kuoni Private NAD 4.23 June 29, March 31, 173.1 (584.6) 439.5 851.1 - 2,397.3 11.7 2.3 9.5 NA 100.0% Namibia
Safaris Namibia 2017 2020
(Pty) Limited
33 Private Safaris (East KES 0.72 June 29, March 31, 2,601.1 (1,140.1) 3,301.9 1,840.8 - 10,690.9 366.1 121.2 244.9 NA 100.0% Kenya
Africa) Limited 2017 2020
34 Kuoni Australia AUD 46.08 June 29, March 31, 291.0 (3,027.1) 2,239.1 4,975.3 - - (103.5) - (103.5) NA 100.0% Australia
Holding Pty. Limited 2017 2020
i n t e g r at e d r e p o r t 2 0 19 -2 0
Capital
35 Australian Tours AUD 46.08 June 29, March 31, 291.0 1,130.9 2,365.8 944.0 - 8,758.9 (136.1) - (136.1) NA 100.0% Australia
Management Pty. 2017 2020
Limited
36 Asian Trails Limited THB 2.31 June 29, March 31, 534.7 (4,040.8) 4,722.4 8,228.4 - 20,160.0 (1,552.1) 45.5 (1,597.6) NA 80.0% Thailand
2017 2020
37 Reem Tours and AED 20.60 June 29, March 31, 61.8 63.6 125.4 - - - - - - NA 100.0% UAE
Travels LLC 2017 2020
38 Gulf Dunes LLC AED 20.60 June 29, March 31, 61.8 (914.8) 359.9 1,213.0 - 2,347.3 (298.3) - (298.3) NA 100.0% UAE
2017 2020
39 Gulf Dunes Tourism OMR 196.53 June 29, March 31, 294.7 (89.7) 271.1 66.0 - 57.4 (31.0) (15.5) (15.5) NA 100.0% Oman
LLC 2017 2020
T H O MA S C O O K ( IN D IA ) LIMITE D
40 Desert Adventure AED 20.60 June 29, March 31, 61.8 (7,864.2) 13,228.4 21,030.8 - 46,581.7 (934.5) - (934.5) NA 100.0% UAE
Tourism LLC 2017 2020
41 Muscat Desert OMR 196.53 June 29, March 31, 294.8 (219.7) 635.8 560.8 - 1,029.6 (109.4) 1.4 (110.8) NA 100.0% Oman
Adventure Tourism 2017 2020
LLC
42 Desert Adventure JOD 106.57 June 29, March 31, 106.7 495.0 1,873.6 1,271.9 - 6,589.2 196.5 40.1 156.4 NA 100.0% Jordan
Tourism Limited 2017 2020
43 Chang Som Limited THB 2.31 June 29, March 31, 133.4 75.6 279.1 70.0 - 497.8 14.3 3.1 11.2 NA 80.0% Thailand
2017 2020
44 Asian Trails SGD 53.03 January 14, March 31, 56.7 (3.7) 53.0 - - - - - - NA 100.0% Singapore
Singapore Pte. Ltd. 2020 2020
45 Thomas Cook in THB 2.31 January 03, March 31, 609.9 (680.7) 222.5 293.2 - - (73.1) - (73.1) NA 98.0% Thailand
Destination Mgmt 2020 2020
Services
315
46 Digiphoto USD 75.67 June 29, March 31, - (3,447.5) 1,998.4 5,445.9 - 6,421.0 (250.6) 0.9 (251.5) NA 51.0% USA
Entertainment 2019 2020
Imaging LLC
47 Digiphoto AED 20.60 March 28, March 31, 2,595.8 (531.9) 17,348.9 15,285.1 186.6 (22,466.5) (793.2) - (793.2) NA 51.0% UAE
Imaging LLC
48 Digiphoto MYR 17.52 March 28, March 31, 175.2 1,337.0 4,280.8 2,768.6 - (5,795.3) 543.4 189.4 354.0 NA 51.0% Malaysia
Imaging SDN. BHD.
49 Digiphoto SGD 53.03 March 28, March 31, 583.3 112.6 6,134.3 5,438.5 - (8,340.0) 215.7 73.6 142.1 NA 51.0% Singapore
Imaging Pte Limited
50 PT. Digiphoto IDR 0.00 March 28, March 31, 244.7 326.9 1,176.9 605.3 - (2,843.6) 289.5 74.9 214.6 NA 51.0% Indonesia
Imaging Indonesia 2019 2020
51 Digiphoto CNY 10.66 March 28, March 31, 189.7 (908.5) 923.1 1,641.9 - (1,937.9) (278.2) - (278.2) NA 51.0% China
Image (Shanghai)
Co. Limited
52 Digiphoto HKD 9.76 March 28, March 31, 0.0 (1,122.3) 1,114.9 2,237.1 - (1,639.3) 36.9 - 36.9 NA 51.0% Hongkong
Imaging Limited
53 Digiphoto Imaging MOP 9.42 March 28, March 31, 2.4 (401.2) 223.4 622.2 - (1,719.9) (95.8) 2.5 (98.3) NA 51.0% Macau
(Macau) Limited 2019 2020
54 DEI Solutions MUR 1.93 March 28, March 31, 1.0 (318.4) 217.2 534.7 - (240.4) (251.8) - (251.8) NA 51.0% Mauritius
Limited 2019 2020
55 Digiphoto SAE EGP 4.81 March 28, March 31, 3.0 (122.8) 225.1 344.9 - (510.8) 11.7 - 11.7 NA 51.0% Egypt
2019 2020
Capital
56 Digiphoto THB 2.31 March 28, March 31, 461.0 (412.0) 684.8 635.8 - (623.1) (38.8) 0.5 (39.3) NA 51.0% Thailand
Imaging Co. Ltd
57 DEI Holdings USD 75.67 March 28, March 31, 10.3 (1,006.9) 7,388.7 8,385.3 - (214.2) (76.4) - (76.4) NA 51.0% UAE
Limited 2019 2020
58 D E I General AED 20.60 March 28, March 31, - (0.7) 581.6 582.3 - - (0.7) - (0.7) NA 51.0% UAE
Trading LLC 2019 2020
59 AED 20.60 March 28, March 31, - - - - - - - - - NA 51.0% UAE
Digi Photo 2019 2020
Electronics
Repairing LLC
60 BDC Digiphoto INR 1.00 November 19, March 31, 1.0 (2,417.0) 661.7 3,077.7 - 224.7 (384.3) - (384.3) NA 51.0% India
Imaging Solutions 2019 2020
Private Limited
Part B: Associate/ joint venture

Sr. Name of the Latest Date on which Shares of Associate or Joint Ventures held by the Description Reason why the Networth Profit or Loss for the year
No. associate/ audited the Associate or company on the year end of how there associate / joint attributable to
joint Balance Joint Venture is significant venture is not shareholding
venture Sheet Date was associated influence consolidated as per latest
or acquired Number Amount of Investment Extent of audited Balance Considered in Not
in Associates or Joint Holding (in Sheet Consolidation Considered in
Venture percentage) Consolidation
NIL
316
Note: The above list does not include associate(s) and subsidiary(ies) of the associate company(ies); the associate company(ies) of the subsidiary(ies)


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1800 2661 500
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Registered Office
CIN: L63040MH1978PLC020717
Thomas Cook Building, Dr. D N Road, Fort, Mumbai - 400 001, India
Board: +91 22 4242 7000 Fax: +91 22 2302 2864
NOTICE
NOTICE is hereby given that the FORTY THIRD ANNUAL GENERAL years with effect from March 1, 2020 to February 28, 2025
MEETING of the Members of THOMAS COOK (INDIA) LIMITED will be and remuneration payable to him, subject to the terms and
held through Video Conferencing (VC)/Other Audio Visual Means conditions as agreed and contained in the Service Agreement
(OAVM) on Friday, September 11, 2020 at 3.30 p.m. (IST) to transact dated February 26, 2020 (“the Agreement”) and in the
the following business: Explanatory Statement inter-alia including remuneration to
be paid to Mr. Madhavan Menon for the period from March 1,
ORDINARY BUSINESS:
2020 to February 28, 2023 etc., with liberty to the Board of
1. To receive, consider and adopt the Standalone Audited Directors to alter and vary the terms and conditions of the said
Financial Statements for the financial year ended March 31, re-appointment and / or remuneration and / or Agreement,
2020 together with the Reports of the Board of Directors and or any amendments thereto as may be agreed to between
the Auditors thereon and the Consolidated Audited Financial the Board and Mr. Madhavan Menon, subject to such other
Statements for the financial year ended March 31, 2020 approvals of applicable authority(ies), if any, including that
together with the Report of the Auditors thereon. of the Central Government, if any, as may be required under
the applicable law to such re- appointment/ alteration(s)/
2. To re-appoint Mr. Chandran Ratnaswami (DIN: 00109215), who variation(s)/ amendment(s);
retires by rotation and being eligible, offers himself for re-
appointment. RESOLVED FURTHER THAT, pursuant to provisions of Section
196 and other applicable provisions, if any, of the Companies
SPECIAL BUSINESS: Act, 2013 and rules made thereunder, approval of the Members
3. Re-appointment of Mr. Madhavan Menon as the Chairman and be and is hereby accorded to the continuation of Mr. Madhavan
Managing Director of the Company for a term of 5 years from Menon (DIN: 00008542) as Managing Director, even after he
March 1, 2020 to February 28, 2025, fixation of remuneration attains the age of 70 years;
and minimum remuneration RESOLVED FURTHER THAT, notwithstanding anything
In this regard, to consider and if thought fit, to pass the contained herein, where in any financial year during the tenure
following Resolution as a Special Resolution: of the Chairman and Managing Director, the Company has no
profits or its profits are inadequate, the Company may subject
“RESOLVED THAT, pursuant to the provisions of Sections to receipt of the requisite approvals including approval of
196, 197, 198, 203 and other applicable provisions, if any, Central Government, if any, pay to Mr. Madhavan Menon the
of the Companies Act 2013, read with applicable Rules made remuneration as stated in the Explanatory Statement and the
thereunder (“the Act”), Schedule V of the Act and the Articles Agreement, as the minimum remuneration for the said period
of Association of the Company, (including any statutory of three (3) years, by way of salary, perquisites, performance
modification(s) or amendment(s) thereto or substitution(s) pay, other allowances and benefits as aforesaid and that the
or re-enactment(s) made thereof, for the time being in force), perquisites pertaining to contribution to provident fund,
subject to such other approvals, consents, permissions and superannuation fund or annuity fund, gratuity and leave
sanctions including that of the Central Government, if any, encashment shall not be included in the computation of the
as may be necessary, and subject to such conditions, and ceiling on remuneration specified in Section II, Section Ill and
modifications, as may be prescribed or imposed by any of Section IV of Part II of Schedule V of the Companies Act, 2013
the Authorities including the Central Government in granting or any statutory act(s), rule(s), regulation(s), notification(s),
such approvals, permissions and sanctions and pursuant to modification(s), enactment(s) thereof;
the recommendation of the Nomination & Remuneration
Committee and approval of the Board of Directors vide RESOLVED FURTHER THAT, any Director and/or the Key
its resolutions dated January 30, 2020, consent of the Managerial Personnel be and are hereby authorized severally
Members be and is hereby accorded to the re-appointment of to take such steps as may be necessary and to do all such other
Mr. Madhavan Menon (DIN 00008542) as Chairman and acts, deeds, matters and things as may be necessary, proper,
Managing Director of the Company, for a period of five (5) expedient or incidental for giving effect to the foregoing
Resolution.”
THOMA S COOK (INDIA) LIMITED 1

4. Re-appointment of Mr. Pravir Kumar Vohra as Non-Executive consents, sanctions and permissions as may be necessary, the
Independent Director for a second term of 5 years w.e.f. April consent of the Members be and is hereby accorded to the Board
10, 2020 to April 9, 2025 of Directors of the Company (hereinafter called “the Board”
which term shall be deemed to include any Committee which
In this regard, to consider and if thought fit, to pass the
the Board may have constituted or hereinafter constitute
following Resolution as a Special Resolution:
to exercise its powers including the power conferred by
“RESOLVED THAT, pursuant to the provisions of Sections this Resolution) to borrow from time to time such sum(s) of
149,152 and other applicable provisions, if any, of the money(ies), secured or unsecured, as it may deem requisite for
Companies Act, 2013 read with applicable rules made the purpose of the business of the Company, notwithstanding
thereunder (“the Act”), Schedule IV of the Act, Regulation that money(ies) to be borrowed together with the money(ies)
16 (1)(b) of Securities and Exchange Board of India (Listing already borrowed by the Company (apart from temporary
Obligations and Disclosure Requirements) Regulations, 2015, loans obtained from the Company’s bankers in the ordinary
(including any statutory modification(s) or amendment(s) course of business) would exceed the aggregate of the paid-
thereto or substitution(s) or re-enactment(s) made thereof, for up share capital of the Company, Securities Premium and its
the time being in force) and based on the recommendation of free reserves, from time to time, provided that, apart from
the Nomination and Remuneration Committee and approval of the aforesaid aggregate of the paid-up share capital of the
the Board of Directors vide its resolutions dated January 30, Company, Securities Premium and its free reserves from
2020, the consent of the members for the reappointment of time to time, the total amount upto which money(ies) may be
Mr. Pravir Kumar Vohra ( DIN: 00082545), who has submitted borrowed shall not exceed the sum of Rs. 500 Crore (Rupees
a declaration of his independence under Section 149 (7) of Five Hundred Crore Only);
the Act, and in respect of whom the Company has received
RESOLVED FURTHER THAT, any Director and/ or the Key
a notice in writing from a member under Section 160 of the
Managerial Personnel of the Company, be and is hereby
Act proposing his candidature for the office of Director of the
authorised severally to do all such acts, deeds, matters and
Company, as a Non-Executive Independent Director of the
things as may be considered necessary or desirable to give
Company for a second term of five consecutive years effective
effect to this Resolution and matters incidental thereto.”
from April 10, 2020 to April 9, 2025 or till such earlier date to
conform with the Company’s Policy on Corporate Governance 6. To create charge / security on the assets, movable and/ or
be and is hereby accorded; immovable properties of the Company for securing the
borrowings of the Company and its Subsidiaries pursuant to
RESOLVED FURTHER THAT, pursuant to the provisions of
Section 180(1)(a) of the Companies Act, 2013
Sections 149, 197,198 and other applicable provisions
of the Act (including any statutory modification(s) or To consider and if thought fit, to pass the following Resolution
amendment(s) thereto or substitution(s) or re-enactment(s) as a Special Resolution:
made thereof, for the time being in force), Mr. Pravir Kumar
RESOLVED THAT, in supersession of all resolutions passed by
Vohra (DIN: 00082545), be paid such fees and remuneration
the Members of the Company in this regard and pursuant to
by way of profit-related commission as the Nomination and
provisions of Section 180(1)(a) and other applicable provisions,
Remuneration Committee and/or the Board may approve
if any, of the Companies Act, 2013, and rules made thereunder,
from time to time which shall however be subject to the limits
(including any statutory modification(s) or amendment(s)
prescribed in the Act from time to time;
thereto or substitution(s) or re-enactment(s) made thereof,
RESOLVED FURTHER THAT, any Director and/or the Key for the time being in force), consent of the Members be and
Managerial Personnel be and are hereby authorized severally is hereby accorded to the creation of security/ mortgage/
to take such steps as may be necessary and to do all such other pledge/ hypothecation/ charge or encumbrance by the Board
acts, deeds, matters and things as may be necessary, proper, of Directors of the Company over all the immovable and
expedient or incidental for giving effect to the foregoing movable properties and assets of the Company wheresoever
Resolution.” situated, present and future, of the whole or substantially the
whole of the undertaking of the Company together with power
5. To authorise Board to borrow funds pursuant to the provisions
to take over the management of the business and concern of
of Section 180(1)(c) of the Companies Act, 2013
the Company in certain events in favour of Banks/ Financial
To consider and if thought fit, to pass the following Resolution Institutions, other investing agencies and trustees for holders
as a Special Resolution: of debentures/ bonds/ other instruments to secure rupee/
foreign currency loan/ bonds/ foreign currency convertible
“RESOLVED THAT, in supersession of all the resolutions bonds/ debentures or any other instruments/ securities
previously passed by the Members of the Company in this (hereinafter collectively referred to as “Loans”) together
regard and pursuant to the provisions of Section 180(1)(c) of with interest at the agreed rates, compound/further interest,
the Companies Act, 2013 and rules made thereunder, (including commitment charges, charges, expenses and all other monies
any statutory modification(s) or amendment(s) thereto or payable by the Company and/or its subsidiaries in respect of
substitution(s) or re-enactment(s) made thereof, for the time the said Loans in terms of the agreements to be entered into
being in force), and other applicable provisions, Articles of by the Company and/or its subsidiaries in respect of the said
Association of the Company and subject to such approvals, Loans;
RESOLVED FURTHER THAT, the Board of Directors of the made in or to, any bodies corporate and/or any other person,
Company (which term shall be deemed to include any situated within or outside the country, as the case may be,
Committee, which the Board has constituted to exercise its notwithstanding that the aggregate of such aforementioned
powers, including the powers, conferred by this Resolution) be loan(s), inter-corporate deposit(s), guarantee(s), security(ies)
and is hereby authorised to finalise with the abovementioned and investment(s) collectively exceeds the limits prescribed
lending institution(s) or lending entity(ies) the documents for under Section 186 of the Act;
creating the aforesaid mortgages and/ or charges and to do all
RESOLVED FURTHER THAT, the aforesaid investment(s), loan(s),
such acts, deeds, matters and things as may be necessary for
inter-corporate deposit(s), guarantee(s) and security(ies)
giving effect to the aforementioned resolutions;
be made out of own /surplus funds, share capital, internal
RESOLVED FURTHER THAT, any Director and/ or the Key accruals, etc. and/or such other permissible mode(s), as the
Managerial Personnel of the Company, be and is hereby Board may deem fit, in the best interest of the Company,
authorised severally to do all such acts, deeds, matters and subject to applicable law(s) and any regulatory approval(s), as
things as may be considered necessary or desirable to give may be required;
effect to this Resolution and matters incidental thereto.”
RESOLVED FURTHER THAT, the Board be and is hereby
7. To approve and fix limits for the investment(s) and/or authorised to determine the time and manner of granting
loan(s) and/or grant inter corporate deposit(s) and/or give of such loan(s)/ inter-corporate deposit(s)/ guarantee(s)/
guarantee(s)/ provide any security(ies) by the Company in security(ies) and making investment(s)/ disinvestment(s),
terms of the provisions of Section 186 of the Companies Act, the actual sums to be provided thereunder within the above
2013 sanctioned limits, and to finalise, settle and execute such
documents, deeds, writings, papers, agreements, etc., as
To consider and if thought fit, to pass the following Resolution
may be required, for the said purpose, and to complete the
as a Special Resolution:
transaction with such modification(s) as may be required by
“RESOLVED THAT, in supersession of all the resolutions any of the concerned regulatory authority(ies) and to do all
previously passed by the Members of the Company in this such acts, deeds, matters and things as may in its absolute
regard and pursuant to the provisions of Section 186 and discretion deem necessary to give effect to the foregoing
other applicable provisions, if any, of the Companies Act, resolution;
2013 (‘Act’) read with the Companies (Meetings of Board
RESOLVED FURTHER THAT, any Director and/ or the Key
and its Powers) Rules, 2014 (‘Rules’) (including any statutory
Managerial Personnel of the Company, be and is hereby
modification(s) or amendment(s) thereto or substitution(s) or
authorised severally to do all such acts, deeds, matters and
re-enactment(s) made thereof for the time being in force) and
things as may be considered necessary or desirable to give
Articles of Association of the Company and subject to such
effect to this resolution and matters incidental thereto.”
approvals, consents, sanctions and permissions and provisions
of other applicable laws, regulations, rules, guidelines 8. Authority to the Board of Directors to offer, invite subscription
including those issued by the Reserve Bank of India and/or for secured or unsecured, redeemable Non Convertible
such other concerned regulatory authority(ies), from time to Debentures, in one or more tranches, on private placement
time, as may be applicable, consent of the Members be and basis.
is hereby accorded to the Board of Directors of the Company
To consider and if thought fit, to pass the following Resolution
(hereinafter referred to as “the Board” which term shall be
as a Special Resolution:
deemed to include any Committee or authorised person(s)
which the Board has constituted or appointed to exercise its “RESOLVED THAT, pursuant to the provisions of Sections 42,
powers, as the case may be, including the powers, conferred 71 and other applicable provisions, if any, of the Companies
by this Resolution), to make loan(s) and/or grant inter- Act, 2013 read with applicable rules made thereunder (“the
corporate deposit(s) and/or give guarantee(s)/ provide any Act”), Securities and Exchange Board of India (Issue and
security(ies) in connection with the loan(s) (including fund Listing of Debt Securities) Regulations, 2008, Securities and
based or non-fund based) made either in Rupee or in any other Exchange Board of India (Listing Obligations and Disclosure
foreign currency in one or more tranches, to the Subsidiaries/ Requirements) Regulations, 2015, Foreign Exchange
Associates/Joint Ventures of the Company and/or any other Management Act, 1999 as may be applicable, (including
person(s), situated within or outside the country, as the case any statutory modification(s) or amendment(s) thereto or
may be, from time to time, and/ or to make investment(s) in substitution(s) or re-enactment(s) made thereof for the time
one or more tranches by way of acquisition, subscription, being in force), Articles of Association of the Company, and
purchase, transfer or otherwise of the securities of bodies subject to such other approvals, consents, sanctions and
corporate(s), situated within or outside the country, as the permissions as may be necessary including those issued by
case may be either through itself and/or through one or more Reserve Bank of India and such other regulatory authority,
of its subsidiary(ies) upto an aggregate amount not exceeding from time to time, as may be applicable, and pursuant to the
Rs. 2050 Crore (Rupees Two Thousand and Fifty Crore Only) approval of the Board of Directors vide its resolution dated
over and above the aggregate so far of all loan(s),inter- June 18, 2020, subject to approval of the members for the
corporate deposit(s),guarantee(s), security(ies) and resolution set out at item no 5 of the accompanying notice,
investment(s) including those so far granted/provided/ the consent of the Members be and is hereby accorded to the

Board of Directors (hereinafter referred to as “the Board” which Directors / Key Managerial Personnel of the Company / their
term shall be deemed to include any Committee or authorised relatives are, in any way, concerned or interested, financially
person(s) which the Board has constituted or appointed to or otherwise, in the Ordinary Business set out under Item No. 2
exercise its powers, as the case may be, including the powers, of the Notice. Mr. Chandran Ratnaswami is not debarred from
conferred by this Resolution), to offer, invite subscription holding of office of Director pursuant to any Securities and
for secured or unsecured redeemable Non Convertible Exchange Board of India Order or any other such authority.
Debentures, in one or more tranches, aggregating upto Rs.
4. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER
300 Crore (Rupees Three Hundred Crore Only), on private
ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED
placement basis, on such terms and conditions as the Board of
TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE
Directors of the Company may, from time to time, determine
INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT
and consider proper and in the best interest of the Company BE A MEMBER OF THE COMPANY. Since this AGM is being held
including but not limited to the face value of debentures, through VC / OAVM pursuant to the MCA Circulars, physical
maturity period, coupon rate, utilisation of the issue proceeds attendance of members has been dispensed with. Therefore,
and all other matters incidental thereto; the facility for appointment of proxies by the members will not
RESOLVED FURTHER THAT, the Board of Directors of the be available for the AGM. Since the AGM will be held through
Company be and is hereby authorised to do all such acts, VC / OAVM in accordance with the MCA Circulars, proxy form
deeds, matters and things as may in its absolute discretion and attendance slip are not attached to this Notice.
deem necessary, fit, proper or desirable to give effect to this 5. Members of the Company had approved the appointment of
Resolution and for matters connected therewith or incidental M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration
thereto.” No. 101248W/W-100022), as the Statutory Auditors at the
Fortieth Annual General Meeting of the Company for a term
Registered Office: By Order of the Board
of five years subject to ratification by the members at every
Annual General Meeting. The Ministry of Corporate Affairs vide
Fort, Mumbai- 400 001
CIN: L63040MH1978PLC020717 its Notification dated May 7, 2018 has enforced Section 40 of
Phone: +91-22-4242 7000 Amit J. Parekh the Companies (Amendment) Act, 2017 and the Companies
Fax: +91-22-2302 2864 Company Secretary and (Audit and Auditors) Rules, 2014 wherein the requirement
Website: www.thomascook.in Compliance Officer for ratifying the appointment of the Statutory Auditors of
E- mail: sharedept@thomascook.in ACS – 13648
the Company at every Annual General Meeting has now been
Mumbai dispensed with. Accordingly, the proposal for ratification of
June 18, 2020 the appointment of Statutory Auditors is not forming part of
the Notice convening ensuing Annual General Meeting.
NOTES AND INSTRUCTIONS:
6. Statement setting out material facts (Explanatory Statement)
1. Considering the present Covid-19 pandemic, the Ministry of pursuant to Section 102(1) of the Companies Act, 2013, in
Corporate Affairs (“MCA”) has vide its circular dated May 5, respect of the Special Business to be transacted at the AGM
2020 read together with circulars dated April 8, 2020 and as set out in the Notice and relevant details in respect of Item
April 13, 2020 (collectively referred to as “MCA Circulars”) Nos. 3 to 8 pursuant to the provisions of Regulation 26(4),
permitted convening the Annual General Meeting (“AGM” 36(3) of the SEBI Listing Regulations and Secretarial Standard
/ “Meeting”) through Video Conferencing (“VC”) or Other on General Meeting (SS-2) are annexed hereto.
Audio Visual Means (“OAVM”), without the physical presence
7. Nomination facility for shares is available for members. For
of the members at a common venue. Further, the Securities
members holding shares in physical form, the prescribed
and Exchange Board of India (‘SEBI’) vide its circular dated
format can be obtained from the Company’s Registrar and
May 12, 2020 (‘SEBI Circular’) has also granted certain
Share Transfer Agent, TSR Darashaw Consultants Private
relaxations. In accordance with the MCA Circulars, provisions
Limited (formerly known as TSR Darashaw Limited) (“TSR
of the Companies Act, 2013 (‘the Act’) and the Securities and
Darashaw”), 6-10, Haji Moosa Patrawala Indl. Estate, 20,
Exchange Board of India (Listing Obligations and Disclosure
Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011. For
Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
members holding shares in electronic form, you are requested
the AGM of the Company is being held through VC / OAVM. The
to approach your Depository Participant (DP) for the same.
deemed venue for the AGM shall be the Registered Office of
the Company. 8. The Register of Directors and Key Managerial Personnel and
their shareholding maintained under Section 170 of the
2. The Board of Directors have considered and decided to include
Companies Act, 2013 as well as the Register of Contracts
the Item Nos 3 to 8 given above as Special Business in the
and Arrangements in which the Directors are interested,
forthcoming AGM, as they are unavoidable in nature.
maintained under Section 189 of the Companies Act, 2013
3. In terms of the provisions of the Act, Mr. Chandran will be available for inspection by the members through the
Ratnaswami, Director, retires by rotation at the Meeting. electronic mode by sending a request for the same to the
Mr. Chandran Ratnaswami is interested in the Ordinary Company Secretary at sharedept@thomascook.in.
Business as set out at Item No. 2 of the Notice with regard to his
All the documents referred to in the accompanying Notice
re-appointment. Save and except the above, none of the other
will also be available for inspection by the members through
electronic mode from the date of circulation of this Notice form. Members can contact the Company or Company’s
upto the date of the AGM. The request for the same can be Registrar and Share Transfer Agent, TSR Darashaw Consultants
sent to the Company Secretary at sharedept@thomascook.in. Private Limited (formerly known as TSR Darashaw Limited)
for assistance in this regard. Members may also refer to
9. Since the AGM will be held through VC/ OAVM, the route map
the Frequently Asked Questions (‘FAQs’) which are made
of the venue of the Meeting is not annexed hereto.
available on the Company’s website at the following link:
10. Members of the Company under the category of Institutional https://resources.thomascook.in/downloads/Frequently_
Investors are encouraged to attend and vote at the AGM asked_questions_on_DematerialisationRematerialisation.pdf
through VC / OAVM . Institutional / Corporate Shareholders (i.e. 15. As a part of the ‘Green Initiative’, members who have not yet
other than individuals / HUF, NRI, etc.) are required to send a registered their email addresses are requested to register the
scanned copy (PDF/JPG Format) of its Board or governing body same with their Depository Participants (“DPs”) in case the
Resolution/Authorization etc., authorizing its representative shares are held in electronic form and with TSR Darashaw in
to attend the AGM through VC / OAVM on its behalf and to vote case the shares are held in physical form.
through remote e-voting. The said Resolution/Authorization
shall be sent to the Scrutinizer by email through its registered 16. Pursuant to the provisions of Section 124 of the Act read with
email address to thomascook.scrutinizer@gmail.com with a Investor Education and Protection Fund Authority (Accounting,
copy marked to sharedept@thomascook.in. Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) and
relevant circulars and amendments thereto, the amount of
11. In case of joint holders attending the AGM, the Member whose dividend remaining unpaid or unclaimed for a period of seven
name appears as the first holder in the order of names as per years from the due date is required to be transferred to the
the Register of Members of the Company will be entitled to Investor Education and Protection Fund (“IEPF”), constituted
vote. by the Central Government. The Company had, accordingly,
12. Members holding shares in physical form are requested to transferred Rs. 3,70,389/- being the unpaid and unclaimed
notify/ send the following to the Company’s Registrar and dividend amount pertaining to Final Dividend for Financial
Share Transfer Agent i.e. TSR Darashaw to facilitate better Year 2011-12 to the IEPF in the FY 2019-20.
service: Pursuant to the provisions of IEPF Rules, all equity shares in
(i) details of Income Tax Permanent Account Number (PAN) respect of which dividend has not been paid or claimed for last
in case the same is not registered with the Company seven consecutive years shall be transferred by the Company
to the designated Demat Account of the IEPF Authority (“IEPF
(ii) any change in their address / mandate / bank details Account”) within a period of thirty days of such shares becoming
due to be transferred to the IEPF Account. Accordingly, 97009
(iii) particulars of their bank account in case the same have
equity shares of Re. 1/- each on which the dividend remained
not been sent earlier
unpaid or unclaimed for last seven consecutive years with
(iv) updation of specimen signature of holders with the reference to the due date of July 21, 2019 were transferred for
Company and the Financial Year 2011-12 to the IEPF Account, after following
the prescribed procedure.
(v) share certificate(s) held in multiple folio nos. in identical
names or joint accounts in the same order of names for Further, the Company will transfer the unpaid/unclaimed
consolidation of such shareholdings into one account. dividend amount pertaining to Final Dividend for Financial
year 2012-13 to the IEPF which is due to be transferred on July
13. SEBI has made it mandatory for every participant in the 12, 2020 along with the equity shares of all the Shareholders
securities/capital market to furnish the details of Income Tax who have not claimed / encashed their dividends in the last
Permanent Account Number (PAN) and complete Bank account seven consecutive years from Financial Year 2012-13.
details. Accordingly, all the members holding shares in physical
form are requested to submit their details of PAN of all the The Company has been sending reminders to Members
holders along with a photocopy of both sides of the PAN card, having unpaid / unclaimed dividend before transfer of
duly attested and details of bank account, to the Registrar and such dividend(s) to IEPF. Details of the unpaid / unclaimed
Share Transfer Agent of the Company. The members holding dividend are also uploaded on the Company’s website www.
shares in electronic form are requested to register their PAN thomascook.in. Members who have not encashed Final
and complete bank details with their respective Depository Dividend for the Financial Year 2013-14 or any subsequent
Participants. dividend declared by the Company are advised to write to the
Company immediately, in order to avoid transfer of dividends
14. As per Regulation 40 of the SEBI (Listing Obligations and and shares to the IEPF.
Disclosure Requirements) Regulations, 2015, as amended,
securities of listed Companies can be transferred only in Members are requested to note that no claim shall lie against
dematerialized form with effect from April 1, 2019, except in the Company in respect of any shares/ dividend amounts so
case of request received for transmission or transposition of transferred to the IEPF Authority. The shares transferred to
securities. In view of this and to eliminate all risks associated the IEPF can be claimed back by the concerned member(s)
with physical shares and for ease of portfolio management, from the IEPF Authority after complying with the procedure
members holding shares in physical form are requested prescribed under the IEPF Rules.
to consider converting their holdings into dematerialized

17. In compliance with the aforesaid MCA Circulars and SEBI providing facility of remote e-voting to its Members in respect
Circular dated May 12, 2020, the Notice of AGM, along with of the business to be transacted at the AGM. For this purpose,
Annual Report are being sent only through electronic mode i.e. the Company has entered into an agreement with Central
by email to those members who have registered their email Depository Services (India) Limited (CDSL) for facilitating
addresses with their Depository Participants (in case of shares voting through electronic means, as the authorized e-Voting
held in demat form) or with the Company’s Registrar and agency. The facility of casting votes by a Member using remote
Share Transfer Agent (in case of shares held in physical form). e-voting as well as the e-voting system during the AGM will be
Members who have not registered their email address with the provided by CDSL.
Company can register the same as follows:-
The Members can join the AGM in the VC/OAVM mode
For receiving all communication (including Annual Report) 15 minutes before and after the scheduled time of the
from the Company electronically: commencement of the Meeting by following the procedure
mentioned in the Notice. The facility of participation at
a) Members holding shares in physical mode and who
the AGM through VC/OAVM will be made available to 1000
have not registered/ updated their email address with
members on first come first served basis. This will not include
the Company are requested to register / update the
large Shareholders (Shareholders holding 2% or more
same by writing to the Company with details of folio
shareholding), Promoters, Institutional Investors, Directors,
number and attaching a self-attested copy of PAN card at
Key Managerial Personnel, the Chairpersons of the Audit and
sharedept@thomascook.in or to TSR Darashaw at visit
Risk Management Committee, Nomination and Remuneration
the link https://green.tsrdarashaw.com/green/events/
Committee, Stakeholders Relationship Committee and
login/tk.
Auditors who are allowed to attend the AGM without restriction
b) Members holding shares in dematerialised mode are on account of first come first served basis.
requested to register / update their email addresses
INTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:
with the relevant Depository Participant or visit the link
https://green.tsrdarashaw.com/green/events/login/tk. (i) The voting period begins on September 8, 2020 (9.00 a.m. IST)
and ends on September 10, 2020 (5.00 p.m. IST). During this
Post successful registration of email address, the Member will period shareholders’ of the Company, holding shares either
get the soft copy of the Notice of AGM and Annual Report. in physical form or in dematerialized form, as on the cut-off
date (record date) of September 4, 2020 may cast their vote
18. Members may also note that the Notice of AGM and Annual
electronically. The e-voting module shall be disabled by CDSL
Report 2019-20 is available on the Company’s website at
for voting thereafter.
www.thomascook.in, websites of the Stock Exchanges i.e.
BSE Limited and National Stock Exchange of India Limited at (ii) Shareholders who have already voted prior to the meeting
www.bseindia.com and www.nseindia.com respectively. The date would not be entitled to vote at the meeting venue.
Notice of AGM is also available on the website of CDSL (agency
for providing the Remote e-Voting facility and e-voting system (iii) The shareholders should log on to the e-voting website
during the AGM) at www.evotingindia.com. www.evotingindia.com.
19. The Certificate from the Statutory Auditors of the Company (iv) Click on “Shareholders” module.
certifying that the Company’s Employee Stock Option (v) Now enter your User ID
Scheme(s) are being implemented in accordance with the
Securities and Exchange Board of India (Share Based Employee a. For CDSL: 16 digits beneficiary ID,
Benefits) Regulations, 2014, as amended and in accordance b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
with the resolutions passed by the members, will be available
for inspection by the Members through electronic mode and c. Shareholders holding shares in Physical Form should
and a request may be sent to the Company Secretary via e-mail enter Folio Number registered with the Company.
at sharedept@thomascook.in for the same . OR
20. Brief resume of Directors retiring by rotation/ seeking Alternatively, if you are registered for CDSL’s EASI/EASIEST
appointment/ re-appointment along with such other details as e-services, you can log-in at https://www.cdslindia.com
stipulated under Securities and Exchange Board of India (Listing from Login - Myeasi using your login credentials. Once you
Obligations and Disclosure Requirements) Regulations, 2015, successfully log-in to CDSL’s EASI/EASIEST e-services, click
as amended, and Secretarial Standards on General Meetings on e-Voting option and proceed directly to cast your vote
(SS-2), are provided in the Annexure to the Notice. electronically.
21. Pursuant to the provisions of Section 108 of the Companies (vi) Next enter the Image Verification as displayed and Click on
Act, 2013 read with Rule 20 of the Companies (Management Login.
and Administration) Rules, 2014 (as amended) and Regulation
(vii) If you are holding shares in demat form and had logged on to
44 of SEBI (Listing Obligations & Disclosure Requirements)
www.evotingindia.com and voted on an earlier e-voting of any
Regulations 2015 (as amended), and MCA Circulars dated
company, then your existing password is to be used.
April 8, 2020, April 13, 2020 and May 5, 2020, the Company is
(viii) If you are a first time user follow the steps given below: (xvii) You can also take a print of the votes cast by clicking on “Click
For Shareholders holding shares in Demat here to print” option on the Voting page.
Form and Physical Form
(xviii) If a demat account holder has forgotten the login password
PAN Enter your 10 digit alpha-numeric *PAN
then Enter the User ID and the image verification code and
issued by Income Tax Department (Applicable
click on Forgot Password & enter the details as prompted by
for both demat shareholders as well as
the system.
physical shareholders)
(xix) Shareholders can also cast their vote using CDSL’s mobile
• Shareholders who have not updated
app “m-Voting”. The m-Voting app can be downloaded from
their PAN with the Company/Depository
respective Store. Please follow the instructions as prompted by
Participant are requested to use the
the mobile app while Remote Voting on your mobile.
sequence number which is printed on
Postal Ballot / Attendance Slip indicated The remote e-voting period commences on Tuesday, September 8,
in the PAN field. 2020 (9.00 a.m. IST) and ends on Thursday, September 10, 2020
Dividend Enter the Dividend Bank Details or Date of (5.00 p.m. IST). The e-voting module shall be disabled by CDSL for
Bank Details Birth (in dd/mm/yyyy format) as recorded voting thereafter. A person, whose name is recorded in the register
in your demat account or in the company of members or in the register of beneficial owners maintained
OR Date of by the depositories as on the cut-off date (record date) of Friday,
records in order to login.
Birth (DOB) September 4, 2020 only shall be entitled to avail the facility of
• If both the details are not recorded remote e-voting as well as voting at the AGM. A person who is
with the depository or company please not a Member as on the cut-off date should treat this Notice for
enter the member id / folio number information purposes only. Once the vote on a resolution is cast
in the Dividend Bank details field as by the Member, the Member shall not be allowed to change it
mentioned in instruction (v). subsequently or cast vote again.
(ix) After entering these details appropriately, click on “SUBMIT”
The Board of Directors has appointed Mr. P N Parikh (Membership
tab.
No. FCS 327 Certificate of Practice No: 1228) and failing him Mr.
(x) Shareholders holding shares in physical form will then directly Mitesh Dhabliwala (Membership No. FCS 8331 Certificate of
reach the Company selection screen. However, shareholders Practice No: 9511) and failing him Ms. Sarvari Shah (Membership No.
holding shares in demat form will now reach ‘Password FCS 9697 Certificate of Practice No: 11717) of Parikh & Associates,
Creation’ menu wherein they are required to mandatorily Practicing Company Secretaries as the Scrutinizer to scrutinize the
enter their login password in the new password field. Kindly voting during the AGM and remote e-voting process in a fair and
note that this password is to be also used by the demat holders transparent manner.
for voting for resolutions of any other company on which they
The voting rights of Members shall be in proportion to their shares
are eligible to vote, provided that company opts for e-voting
in the paid-up equity share capital of the Company as on the cut-off
through CDSL platform. It is strongly recommended not to
date i.e. Friday, September 4, 2020.
share your password with any other person and take utmost
care to keep your password confidential. Any person, who acquires equity shares of the Company and
becomes a Member of the Company after dispatch of the Notice
(xi) For shareholders holding shares in physical form, the details
and holding shares as on the cut-off date, may cast their votes by
can be used only for e-voting on the resolutions contained in
sending request for remote e-voting. The shareholders can send in
this Notice.
their request at helpdesk.evoting@cdsl.com and obtain the Login
(xii) Click on the EVSN for the relevant <Company Name> on which ID and Password. However, if you are already registered with CDSL
you choose to vote. for remote e-voting then you can use your existing User ID and
Password for casting your vote. If you forget your password, you
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” can reset your password by using “Forgot User Details /Password”
and against the same the option “YES/NO” for voting. Select option available on www.evotingindia.com or contact CDSL at toll
the option YES or NO as desired. The option YES implies that free no.: 022-23058738/8542/8543.
you assent to the Resolution and option NO implies that you
dissent to the Resolution. In case of any queries/grievances pertaining to e-voting, members
may write to Mr. Amit J. Parekh, Company Secretary and Compliance
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the Officer at the email id: sharedept@thomascook.in. The Chairperson
entire Resolution details. shall, at the AGM, at the end of discussion on the resolutions on
(xv) After selecting the resolution you have decided to vote on, which voting is to be held, allow voting with the assistance of
click on “SUBMIT”. A confirmation box will be displayed. If you scrutinizer, by use of “ e-voting” for all those members who are
wish to confirm your vote, click on “OK”, else to change your present at the AGM through VC/ OVAM but have not cast their votes
vote, click on “CANCEL” and accordingly modify your vote. by availing the remote e-voting facility.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not
be allowed to modify your vote.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE
ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING AGM ARE AS UNDER:-
LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS
1. The procedure for e-Voting on the day of the AGM is same as
PROPOSED IN THIS NOTICE:
the instructions mentioned above for Remote e-voting.
1. For Physical shareholders- please provide necessary details
2. Only those shareholders, who are present in the AGM through
like Folio No., Name of shareholder, scanned copy of the share
VC/OAVM facility and have not casted their vote on the
certificate (front and back), PAN (self attested scanned copy
Resolutions through remote e-Voting and are otherwise not
of PAN card), AADHAR (self attested scanned copy of Aadhar
barred from doing so, shall be eligible to vote through e-Voting
Card) by email to Company/RTA email id.
system available during the AGM.
2. For Demat shareholders - please provide Demat account 3. If any Votes are cast by the shareholders through the e-voting
details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID available during the AGM and if the same shareholders have
+ CLID), Name, client master or copy of Consolidated Account not participated in the meeting through VC/OAVM facility , then
statement, PAN (self attested scanned copy of PAN card), the votes cast by such shareholders shall be considered invalid
AADHAR (self attested scanned copy of Aadhar Card) to as the facility of e-voting during the meeting is available only
Company/RTA email id. to the shareholders attending the meeting.
INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE 4. Shareholders who have voted through Remote e-Voting will be
AS UNDER: eligible to attend the AGM. However, they will not be eligible
1. Member will be provided with a facility to attend the AGM to vote at the AGM.
through VC/OAVM through the CDSL e-Voting system. Members Note for Non – Individual Shareholders and Custodians
may access the same at https://www.evotingindia.com under
shareholders/members login by using the remote e-voting • Non-Individual shareholders (i.e. other than Individuals,
credentials. The link for VC/OAVM will be available in HUF, NRI etc.) and Custodians are required to log on to
shareholder/members login where the EVSN of Company will www.evotingindia.com and register themselves in the
be displayed. “Corporates” module.
2. Members are encouraged to join the Meeting through Laptops • A scanned copy of the Registration Form bearing the stamp
/ IPads for better experience. and sign of the entity should be emailed to helpdesk.evoting@
cdslindia.com.
3. Further Members will be required to allow camera and use
internet with a good speed to avoid any disturbance during • After receiving the login details a Compliance User should be
the meeting. created using the admin login and password. The Compliance
User would be able to link the account(s) for which they wish
4. Please note that Members connecting from Mobile Devices
to vote on.
or Tablets or through Laptop connecting via Mobile Hotspot
may experience Audio/Video loss due to fluctuation in their • The list of accounts linked in the login should be mailed to
respective network. It is therefore recommended to use Stable helpdesk.evoting@cdslindia.com and on approval of the
Wi-Fi or LAN Connection to mitigate any kind of aforesaid accounts they would be able to cast their vote.
glitches.
• A scanned copy of the Board Resolution and Power of Attorney
5. Members who would like to express their views/ask questions (POA) which they have issued in favour of the Custodian, if
during the AGM may register themselves as a speaker by any, should be uploaded in PDF format in the system for the
sending their request in advance atleast 7 days prior to AGM scrutinizer to verify the same.
mentioning their name, demat account number/folio number,
email id, mobile number at sharedept@thomascook.in. The • Alternatively Non Individual shareholders are required to send
the relevant Board Resolution/ Authority letter etc. together
Members who do not wish to speak during the AGM but have
with attested specimen signature of the duly authorized
queries may send their queries in advance 7 days prior to the
signatory who are authorized to vote, to the Scrutinizer at
AGM mentioning their name, demat account number/folio
thomascook.scrutinizer@gmail.com and to the Company at
number, email id, mobile number at sharedept@thomascook.in.
the email address viz; sharedept@thomascook.in, if they have
These queries will be replied to by the Company suitably by
voted from individual tab & not uploaded same in the CDSL
email.
e-voting system for the scrutinizer to verify the same.
6. Those shareholders who have registered themselves as
a speaker will only be allowed to express their views/ask If you have any queries or issues regarding attending AGM
questions during the meeting. The Company reserves the right & e-Voting from the e-Voting System, you may refer the
to restrict the number of questions and number of speakers, Frequently Asked Questions (“FAQs”) and e-voting manual
depending upon availability of time as appropriate for the available at www.evotingindia.com, under help section or
smooth conduct of the AGM. write an email to helpdesk.evoting@cdslindia.com or contact
Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani
7. The attendance of the Members attending the AGM through (022-23058543) or Mr. Rakesh Dalvi (022-23058542).
VC/OAVM will be counted for the purpose of ascertaining the
quorum under Section 103 of the Companies Act, 2013.
All grievances connected with the facility for voting by electronic Mr. Menon is not debarred from holding of office of Director
means may be addressed to Mr. Rakesh Dalvi, Manager, Central pursuant to any Securities and Exchange Board of India Order or
Depository Services (India) Limited, A Wing, 25th Floor, Marathon any other such authority.
Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel
The brief terms of appointment and remuneration of Mr. Menon as
(East), Mumbai - 400013 or send an email to helpdesk.evoting@
Managing Director as stated in the Agreement dated February 26,
cdslindia.com or call on 022-23058542/43.
2020 are given hereunder:
The Scrutinizer shall after the conclusion of voting at the AGM, first
Remuneration:
count the votes cast at the Meeting, thereafter unblock the votes
cast through remote e-voting and shall make, not later than 48 i. Base / Basic Salary: 8,51,429/- (Rupees Eight Lakhs Fifty One
hours of the conclusion of the AGM, a consolidated scrutinizer’s Thousand Four Hundred and Twenty Nine Only) per month,
report of the total votes cast in favour or against, if any, to the which shall however be subject to such annual increments
Chairperson or any Director duly authorised by the Board who shall as the Nomination and Remuneration Committee and/or the
countersign the Scrutinizer’s Report. The result shall be declared by Board may determine and approve, from time to time.
the Chairperson or a person as authorised by him in writing.
ii. Supplementary Allowance: Rs. 8,51,429/- (Rupees Eight Lakhs
The Results declared along with the Scrutinizer’s Report shall be Fifty One Thousand Four Hundred and Twenty Nine Only)
placed on the Company’s website www.thomascook.in and on the per month, which shall however be subject to such annual
website of CDSL immediately after the declaration of results by the increments as the Nomination and Remuneration Committee
Chairperson or a person authorised by him in writing. The Result and/or the Board of Directors may determine and approve,
would be communicated to the BSE Limited and the National Stock from time to time.
Exchange of India Limited. The result will also be displayed on
iii. Performance Bonus: Bonus will be as the Committee and/
the Notice board of the Company at its registered office and the
or the Board may in its absolute discretion determine and
corporate office.
approve, linked to Mr. Menon’s performance as Chairman and
Statement Setting out material facts (Explanatory Statement) Managing Director of the Company.
[Pursuant to Section 102(2) of the Companies Act, 2013] iv. Perquisites: In addition to Salary, Other Allowance and
The following explanatory statement sets out all material facts Performance Bonus, Mr. Menon shall be entitled to the
relating to Special Business of the accompanying Notice of following perquisites as per the rules of the Company, which
the 43rd Annual General Meeting (‘AGM’) to be held on Friday, will be subject to such annual increments as the Nomination
September 11, 2020 and Remuneration Committee and/or the Board of Directors
Item No. 3: may determine and approve, from time to time:
The Members at the 38th Annual General Meeting (AGM) of the i. Housing: House Rent Allowance (H.R.A.) of Rs.32,46,000/-
Company held on August 27, 2015 by way of Special Resolution (Rupees Thirty Two Lakhs Forty Six Thousand Only) per
approved the re-appointment and remuneration of Mr. Madhavan annum or Company provided/ leased accommodation.
Menon as Managing Director of the Company for a period of 5 years In case of Company provided / leased accommodation,
commencing from March 1, 2015 on the terms and conditions as the Company shall bear all rental costs, security deposit
agreed between the Board of Directors and Mr. Menon. Further, the and local taxes, subject to such rentals, notional interest
approval of the Members on the terms of appointment of Chairman cost on the security deposit and taxes aggregating to
and Managing Director was obtained for payment of minimum Rs. 32,46,000/- (Rupees Thirty Two Lakhs Forty Six
remuneration in the event of no profits or inadequacy of profits, in Thousand Only) per annum. The provision of residential
any financial year. accommodation by the Company to Mr. Menon is however
conditional upon his continuing in employment with the
As Mr. Menon’s current term was valid upto February 29, 2020, the Company as Chairman and Managing Director and the
Nomination & Remuneration Committee and the Board had, vide use and occupation of the same by Mr. Menon shall cease
resolutions passed at its respective meetings held on January 30, immediately upon his ceasing to be in the employment
2020, recommended and re-appointed of Mr. Madhavan Menon as of the Company as Chairman and Managing Director for
Chairman and Managing Director for a further period of five years any reason whatsoever. Further, it will be subject to such
with effect from March 1, 2020 to February 28, 2025, subject to annual increments as the Nomination and Remuneration
approval of members on such terms and conditions including Committee and/ or the Board of Directors may determine
payment of remuneration for the period of three years commencing and approve, from time to time;
from March 01, 2020 to February 28, 2023.
ii. Car/ Conveyance Allowance: Mr. Menon and his family
The Consent to act as Managing Director, Intimation in Form DIR-8 shall be entitled to car/ conveyance allowance of
and Declaration under Schedule V of the Companies Act, 2013 have Rs. 43,50,000/- (Rupees Forty Three Lakhs Fifty Thousand
been received from Mr. Menon. The Company has received a notice Only) per annum or the use of a suitable air-conditioned
in writing pursuant to Section 160 of the Companies Act, 2013, car and all expenses for the maintenance, running and
from a Member signifying his intention to propose the candidature upkeep of such car, subject to such annual increments
of Mr. Madhavan Menon as Managing Director, to be re-appointed as the Nomination and Remuneration Committee and/ or
under the provisions of Section 196 of the Companies Act, 2013.

the Board of Directors may determine and approve, from Other Terms (In Brief):
time to time. The Company shall bear all maintenance/
1. Notwithstanding anything herein contained, it is
insurance/other costs which will be a reimbursement of
expressly agreed and understood that:
actual expenses incurred towards the use of the vehicle.
(a) the total remuneration and perquisites payable by the
iii. Telephone: Mr. Menon shall be entitled to the use of Company to Mr. Menon, including salary, other allowance,
Mobile Telephone Allowance (company owned telephone performance bonus and perquisites as aforesaid shall be
line) of Rs. 2,40,000/- (Rupees Two Lakhs Forty Thousand subject to, the overall ceiling on managerial remuneration
Only) per annum at his residence, fax machine, mobile prescribed in the Act, unless otherwise approved by the
phone, the rent, call charges (including payments for Shareholders. The audited accounts of the Company shall
local calls and long distance official calls) and all other be final and conclusive with regard to the determination
outgoings (excluding personal long distance calls) in of the Company’s net profits computed in the manner
respect thereof being paid by the Company. prescribed under the Act.
iv. Club Fees: Reimbursement of Annual Subscription of club (b) where in any financial year during the tenure of
fees of Rs. 70,000/- (Rupees Seventy Thousand Only) per Mr. Menon’s employment as Chairman and Managing
annum or such higher amount as per the Company policy. Director with the Company, the Company has no profits
v. Medical Hospitalization Insurance: Premium of or its profits are inadequate, the aforesaid remuneration
Rs. 1,00,000 (Rupees One Lakh only) together for a suitable (consisting of all his fixed and variable pay but not stock
medical insurance policy, covering hospitalization of options) payable by the Company to Mr. Menon shall be
Mr. Menon and his family. paid as "minimum remuneration", subject to approval by
the Members of the Company;
vi. Personal Accident and Term Life Insurance for Mr. Menon
(c) the Board of Directors may increase, augment and /
only whilst Mr. Menon is in the employment of the
or enhance or vary the remuneration agreed to be
Company.
paid from time to time to Mr. Menon subject to and in
vii. Health Check Up: The Company shall bear the cost of an accordance with the applicable provisions of the Act and/
Annual Comprehensive Health checkup for Mr. Menon or or approval issued, if so required, by other appropriate
only. authority in that behalf as in force and as amended from
time to time.
viii. Any other benefit /perquisite as may be determined by
the Nomination and Remuneration Committee and/ or 2. Notwithstanding anything to the contrary herein
the Board of Directors at its discretion from time to time. contained :
ix. Retirement Benefits (a) the Company shall be entitled to terminate the
Agreement at any time by giving Mr. Menon not less
Company’s contribution to Provident Fund as per the
than 12 (twelve) month’s notice in writing in that regard,
Employees Provident Funds and Miscellaneous Provisions
without assigning any reason thereto, or upon payment to
Act, 1952 as per Company’s policy, and Superannuation
Mr. Menon of the gross salary payable to him for a period
as per Company’s policy, and Gratuity payable as per
of 12 (twelve) months in lieu of such notice. Computation
the rules of the Company for the time being in force.
of gross salary will include all components of Mr. Menon’s
The value of such benefits shall not be included in the
remuneration package including perquisites but shall not
computation of the ceiling on the remuneration or
include stock options and any form of variable pay like
perquisites aforesaid, to the extent these are not taxable
bonus / commission.
under the Income-tax Act, 1961.
(b) Mr. Menon shall be entitled to terminate the Agreement
x. The expression "family" used in the Agreement, shall
at any time by giving to the Company not less than 12
mean Mr. Menon’s spouse and dependent children as
(twelve) month’s notice in writing in that regard, without
determined by the Company from time to time.
assigning any reason to the Company.
xi. Income-Tax, if any, on or in respect of the entire
3. The Company may, if it considers necessary for the
remuneration payable to Mr. Menon shall be borne and
protection of its business interests, trade secrets and
paid by him.
confidential information, require of Mr. Menon that
xii. Annual Leave: he shall not, for a period of 12 (twelve) months from
Mr. Menon will be entitled to Annual Leave of 30 days, the termination of his Agreement, either directly or
inclusive of Casual Leave and Sick Leave. Administration indirectly, and whether alone or in conjunction with or on
of this Leave will be in accordance with the Rules and behalf of any other person, and whether as a principal,
Regulations of the Company for the time being in force. shareholder, director, employee, agent, consultant,
partner or otherwise, and whether for or without
xiii. All the aforementioned remuneration components remuneration, be in any manner engaged, concerned
payable to Mr. Menon shall be subject to such revision or or interested in or have any business dealings with any
adjustments as per the extant Income Tax law, rules and other person, organization or a company carrying on or
regulations.
engaged in business which is the same as or similar to the for payment of minimum remuneration for the period of
business in which the Company is engaged in. Mr. Menon three years from March 1, 2020 to February 28, 2023 to
hereby agrees and undertakes to comply strictly with the Mr. Madhavan Menon, Chairman and Managing Director
Company’s aforesaid requirement and in consideration of (DIN: 00008542) in case of inadequacy of profits.
him doing so, the Company shall pay to Mr. Menon during
b) Mr. Menon is functioning in a professional capacity and
the said period, compensation equal to his last drawn
is not having any interest in the share capital exceeding
salary every month for a period of 12 (twelve) months.
0.5% of its paid-up share capital either of the company or
The aforesaid “Post Separation” restrictive period of its holding company or any of its subsidiaries directly or
12 (twelve) months may run separately with the notice indirectly or through any other statutory structures.
period at the sole discretion of the Management.
c) Mr. Menon is not having any direct or indirect interest or
"Last drawn salary” will include all components of his related to the directors or promoters of the company or
remuneration package including perquisites but shall not its holding company or any of its subsidiaries at any time
include stock options and any form of variable pay like during the last two years before or on or after the date of
bonus/ commission. the present appointment.
4. Change in the ownership / effective control of the d) Mr. Menon possesses graduate level qualification with
Management: expertise and specialized knowledge in the field in which
the Company operates.
In the event of a change in the ownership / effective
control of the Management of the Company taking place e) The Company has not committed any default in payment
during the continuance of the Agreement, the Company of dues to any bank or public financial institution or
shall be entitled to terminate the Agreement by notice non-convertible debenture holders or any other secured
in writing to Mr. Menon. If such termination takes creditor.
place within 12 (twelve) months from the date of such
The statement of disclosures pursuant to Clause B (iv) of Section
change in the ownership / effective control, but prior to
II of Part II of Schedule V of the Companies Act, 2013 is as under:
the expiry of the Agreement, the Company shall pay to
Mr. Menon as compensation for loss of office of Chairman I. General Information:
and Managing Director in one single payment of the
a. Nature of industry – The Company belongs to Service
amount as may be payable pursuant to the provisions
Industry, providing Travel and Travel related Services and is an
of the Companies Act, 2013, exclusive of performance
Authorised Dealer in Foreign Exchange.
bonus.
b. Date or expected date of commencement of commercial
No such payment shall however be made to Mr. Menon
production – The Company is carrying on business since its
in the event of the commencement of the winding up of
incorporation on October 21, 1978.
the Company, whether before, or at anytime within 12
(twelve) months after, the date on which he ceased to hold c. In case of new companies, expected date of commencement
office, if the assets of the Company on the winding up, of activities as per project approved by financial institutions
after deducting the expenses thereof, are not sufficient appearing in the prospectus – N.A.
to repay to the shareholders of the Company the Share d. Financial performance based on given indicators – Financial
Capital (including the premiums, if any) contributed by Performance of the Company (Standalone figures)
them.
(Rs. in mn)
For the purpose of this Clause, the term "change in
effective control" of the Management of the Company Particulars For the For the For the
shall mean the reduction of the shareholding of Fairbridge financial financial financial
Capital (Mauritius) Limited and / or its associates to 50% year ended year ended year ended
or less of the Issued, Subscribed and Paid-up Share 31.03.2020 31.03.2019 31.03.2018
Capital of the Company for the time being. Total Revenue 21,905.4 23107.9 19429.6
In accordance with the provisions of Part B of Section Profit Before Tax (217.6) 395.4 5384.1
II of Part II of Schedule V of the Companies Act, 2013,
Net Profit After Tax (249.1) 264.7 5314.3
as amended from time to time, the Company hereby
confirms the following: # Proposed Dividends Nil 139.0 138.8
a) The Nomination and Remuneration Committee and the Notes:
Board of Directors of the Company at their respective
# Proposed Dividend excludes Dividend Distribution Tax.
meetings held on January 30, 2020 accorded their consent
and proposed the matter for the approval of the Members

e. Foreign Investments or Collaborations, if any - The Company b. Past Remuneration
has the following foreign investments as on date of this Notice: Amount in Rs.
(Rs. in mn) Particulars For the For the For the financial
financial financial year ended
Sr. Name of Company Type of Investment No. of Amt in INR
year ended year ended 31.03.2018
No. where Invested Securities Equivalent
31.03.2020 31.03.2019
1. Thomas Cook Equity shares of USD 1,655,500 73.25
Basic Salary, 22970075 24878356 25116180
(Mauritius) Holding 1/- each
Allowances and
Company Limited,
Perquisites
Mauritius
PF Contribution 2532017 1226052 1226052
2. Visa Inc, USA Class C (Series I) 676 0.962
Common Stock of USD Performance 35000000 34997600 25000000
0.0001/- each Bonus
3. Thomas Cook Lanka Equity shares of SLR 10,767,978 42.77 Superannuation - - -
(Private) Limited, Sri 10/- each / Pension
Lanka
TOTAL 60502092 61102008 51342232
4. Travel Circle Equity shares of USD 2,025,000 130.72
Stock Options NIL NIL 1303670
International Mauritius 1/-each
Exercised
Limited
5. Travel Circle Ordinary shares of 59,523,801 501.40 c. Recognition or awards
International Limited HKD 1 each
(Formerly known as He has a total experience of over 38 years. His expertise spans
Kuoni Travel (China) over Banking, Finance and Travel-related Foreign Exchange
Limited) **
Management.
6. Travel Circle 6% Optionally 14,310,000 950.04
International Mauritius Convertible d. Job profile and his suitability
Limited Preference share of
USD 1 each Mr. Menon is one of the core managerial personnel, who
7. Horizon Travel Services Equity shares of USD 9,750 62.91 uses his wide business networks in expanding the business
LLC 100 each opportunities of the Company. He has overall responsibility
There are no foreign collaborators or foreign investment of for the operations and financial performance of the Company
collaborators with the Company. in India, as well as the performance of its subsidiaries in India
and abroad. Having regard to the role, responsibility and
II. Information about the appointee: expertise of Mr. Menon, it would be in the interests of the
Company to have him on the Board as Chairman and Managing
a. Background details
Director.
Mr. Madhavan Menon, B.A. (Business), George Washington
e. Remuneration proposed
University, USA, MBA, Finance and International Business,
George Washington University, USA, born on February 12, As stated in Item No. 3 of the Explanatory Statement to the
1955, was appointed as an Additional and Executive Director- Notice.
Foreign Exchange. He was appointed as the Managing Director
of Thomas Cook (India) Limited (TCIL) with effect from April f. Comparative remuneration profile with respect to industry,
27, 2006. He was re-appointed as the Managing Director for a size of the company, profile of the position and person (in
period of five years with effect from March 1, 2015. case of expatriates the relevant details would be with respect
to the country of his origin)
He has a total experience of over 38 years. His previous
assignment prior to joining TCIL was as Chief Operations and There are no other Companies which are exactly similar to the
Administrative Officer of Birla Sunlife Asset Management Co. Company’s activities with which details can be compared for
(AMC) Ltd, Citi Bank and ANZ Grindlays Bank. His expertise the said purpose. However, the remuneration for the similar
spans over Banking, Finance and Travel-related Foreign position in the industry, having regard to the size of the
Exchange Management. companies and profile, knowledge and experience of person,
is comparable to the remuneration of Mr. Menon.
Mr. Madhavan is a Member on the Board of Thomas Cook (India)
Limited and holds Directorships in the various subsidiaries g. Pecuniary relationship directly or indirectly with the
of the Company. He is also the Chairman of the Fairfax India company, or relationship with the managerial personnel, if
Charitable Foundation that focusses on bringing down the cost any – None
of treating kidney related ailments in the country. III. Other Information:
During his tenure, Thomas Cook India has made several a. Reasons of loss or inadequate profits –
acquisitions, making it the largest travel and travel related
services company in India and has expanded the global foot The financial performance for FY 2019-20 was affected due
print of the Group to cover 21 countries across 4 continents, to several external reasons starting from the disruption in
with operations in Australia, China, ASEAN, South Asia, Middle the aviation sector with one of India’s largest airline shutting
East, Southern Africa, Eastern Africa and North America. their operations, negative sentiments post the bankruptcy of
a tourism company in India and shut down of Thomas Cook Mr. Menon’s brief profile and the disclosures pursuant to the
UK, persistent economic slowdown, geopolitical disruptions, Regulation 26(4), 36 of SEBI (Listing Obligations and Disclosure
unrest in Hongkong, adverse climatic conditions in various Requirements) Regulations, 2015 and Secretarial Standards-
geographies of world and later in the year due to COVID- 19 2 on General Meetings are provided in the Annexure to the
pandemic. The Company successfully navigated from all the Notice.
adverse situations through a series of decisive actions such as
transparent communication to the stakeholders, acquisition of All the documents referred to at Item No. 3 of the Notice and
the Thomas Cook brand in perpetuity for the India, Sri Lanka the Explanatory Statement shall be available for inspection
& Mauritius markets, cost reductions, technology initiatives through electronic mode from the date of circulation of this
etc. However the recent adversity due to the pandemic still Notice upto the date of the AGM, by sending request to the
looms over the performance due to lock downs that started Company Secretary at sharedept@thomascook.in. The same
from February 2020 in various geographies that the Company will be replied by the Company suitably.
is operating and from March 2020 in India. This Explanatory Statement and the resolution at Item No. 3
b. Steps taken or proposed to be taken for improvement– which outlines the terms and conditions may also be read and
treated as disclosure in compliance with the requirement of
The Company has embarked on a series of strategic and Section 190 of the Companies Act, 2013.
operational measures such as productivity enhancement
of its distribution network and people along with Business Except Mr. Madhavan Menon and his relatives, none of the
Continuity plans which extensively outline a roadmap for other Directors and Key Managerial Personnel and their
recovery for the business. Integration of various functions respective relatives are in any way, concerned or interested,
to derive synergies within group companies is one of the financially or otherwise, in the resolution mentioned at Item
major initiatives taken. The Company has drawn a re-imagine No. 3 of the accompanying Notice.
plan for the future post Covid which focusses on innovation, The Board of Directors recommends the passing of Special
technology, automation, safety, hygiene, no touch interaction, Resolution as set out at Item No. 3 of the accompanying
new products etc. Notice relating to re-appointment of Mr. Madhavan Menon
c. Expected Increase in productivity and profits in measurable as Chairman and Managing Director of the Company and to
terms continue the directorship of Mr. Madhavan Menon as the
Executive Director as he will be attaining the age of 70 years
The management has adopted focused and aggressive business in his proposed tenure of 5 years, by way of Special Resolution
strategies in all spheres of functions to improve the sales and for the approval of the members. In compliance with the
profitability of the Company. Simultaneously, it is also driving Ministry of Corporate Affairs General Circular No. 20/2020
a series cost optimization measures to improve the bottomline dated May 5, 2020, this item is considered unavoidable and
through productivity measures, rate re-negotiations etc. forms part of this Notice.
IV. Disclosures: Item No. 4:
a. All elements of remuneration package such as salary, benefits, The Members at the Annual General Meeting held on August 27,
bonuses, stock options, pension, etc., -As stated in item No. 3 2015, had approved the appointment of Mr. Pravir Kumar Vohra
of the Explanatory Statement to the Notice. (DIN: 00082545), as an Non-Executive Independent Director of the
b. Details of fixed component and performance linked Company for a period of 5 consecutive years commencing from
incentives paid for the financial year: April 10, 2015 up to April 9, 2020.
Name of Salary The aforesaid tenure of Mr. Pravir Kumar Vohra (DIN: 00082545) has
Director Fixed (Rs.) Performance Total (Rs.) been completed on April 9, 2020. Based on the evaluation carried
Linked out and the recommendation of the Nomination and Remuneration
Incentives (Rs.) Committee and based on the notice received in writing from a
Mr. Madhavan 25502092 35000000 60502092 Member under Section 160 of the Companies Act, 2013, proposing
Menon his candidature for the re-appointment as an Non-Executive
Independent Director of the Company, the Board of Directors
c. Details of Service Contracts, Notice Period, Severance Fees:
vide resolution dated January 30, 2020 reappointed, subject to
Sr. Name of Contract Period Service Notice Severance the approval of the Members, Mr. Pravir Kumar Vohra for a second
No. Director (Tenure) Contract Period fees, if any
term of 5 consecutive years with effect from April 10, 2020 to April
1. Mr. Madhavan March 1, 2020 Yes 12 As decided 9, 2025 in terms of the applicable provisions of Companies Act,
Menon to February 28, Months by the 2013 and SEBI (Listing Obligations and Disclosure Requirements)
2025 management
Regulations, 2015.
d. Stock option details, if any, and whether the same has been
Pursuant to Ministry of Corporate Affairs notification dated October
issued at a discount as well as the period over which accrued
22, 2019, Mr. Pravir Kumar Vohra has successfully registered
and over which exercisable: As on the date of the Notice,
his name in the databank maintained by the Indian Institute of
Mr. Menon holds 810054 equity shares of the Company which
Corporate Affairs at Manesar (Haryana), in accordance with the
were allotted to him under various Employee Stock Option
requirements of law.
Schemes of the Company.

In the opinion of the Board of Directors, Mr. Vohra fulfils the Nomination and Remuneration Committee, the Board of Directors
conditions as specified under the Act and rules made there recommends to the members the re-appointment of Mr. Pravir
under and applicable provisions of the SEBI (Listing Obligations Kumar Vohra as a Non-Executive Independent Director of the
and Disclosure Requirements) Regulations, 2015, if any, for the Company for a second term of five consecutive years with effect
re-appointment as a Non-Executive Independent Director and is from April 10, 2020 to April 9, 2025 by way of Special Resolution
Independent of the Management. as set out in Item No. 4 of the accompanying Notice. In compliance
The Company has received from Mr. Vohra (i) a consent in writing to with the Ministry of Corporate Affairs General Circular No. 20/2020
act as a Director pursuant to Rule 8 of the Companies (Appointment dated May 5, 2020, this item is considered unavoidable and forms
part of this Notice.
and Qualification of Directors) Rules, 2014, (ii) an intimation in Form
DIR-8 pursuant to Rule 14 of the Companies (Appointment and Item Nos. 5 and 6:
Qualification of Directors) Rules, 2014, to the effect that he is not
disqualified under the provisions of sub-section (2) of Section 164 In terms of the provisions of Section 180(1)(c) of the Companies
of the Companies Act, 2013 and (iii) a declaration to the effect that Act, 2013, the Board of Directors of the Company cannot, except
he meets the criteria of Independence as provided in sub-section with the consent of the Company in General Meeting, borrow
(6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) moneys, apart from temporary loans obtained from the Company’s
(b) of Securities and Exchange Board of India (Listing Obligations bankers in the ordinary course of business, in excess of aggregate of
and Disclosure Requirements) Regulations, 2015, as amended from the paid up share capital, Securities Premium and free reserves (i.e.
time to time. Mr. Vohra is not debarred from holding of office of reserves not set apart for any specific purpose).
Director pursuant to any Securities and Exchange Board of India The provisions of Section 180(1)(a) of the Companies Act, 2013
Order or any other such authority. provide, inter alia, that the Board of Directors of a public company
All the documents referred to at Item No. 4 of the Notice and the shall not, without the consent of shareholders in the General
Explanatory Statement shall be available for inspection through Meeting, sell, lease or create any security on the assets of the
electronic mode from the date of circulation of this Notice upto Company or otherwise dispose of the whole, or substantially the
the date of the AGM, by sending request to the Company Secretary whole, of the undertaking of the Company, or if Company owns
at sharedept@thomascook.in. The same will be replied by the more than one undertaking, of the whole, or substantially the
Company suitably. whole, of any such undertaking. The Company may have to create
charges/ mortgages/ hypothecation, in favour of the lenders not
The terms and conditions of re-appointment of Mr. Vohra as Non- only for itself but also for its subsidiaries. Therefore, a resolution
Executive Independent Director are also posted on the website of has to be passed enabling the Directors to create charges/
the Company at www.thomascook.in. mortgages/ hypothecation, on the movable/ immovable properties
of the Company subject to such approvals/ consents/ permissions
The Board is of the opinion that, Mr. Vohra possesses requisite skills,
from relevant statutory authorities.
experience and knowledge relevant to the Company’s business and
that it would be of immense benefit to the Company to continue It is, therefore, proposed to obtain approval of the members by way
to have his association with the Company as an Non-Executive of Special Resolutions under Section 180(1)(c) and Section 180(1)
Independent Director. Further, the Board is of the opinion that (a) and other applicable provisions of the Companies Act, 2013, as
Mr. Vohra fulfils the conditions specified in the Act and the rules set out at Item Nos. 5 and 6, respectively, of the Notice, to enable
made thereunder and SEBI (Listing Obligations and Disclosure the Board of Directors to borrow moneys in excess of the aggregate
Requirements) Regulations, 2015, as amended and that he is of the paid-up share capital, Securities Premium and free reserves
Independent of the Management. of the Company but not exceeding Rs. 500 Crore (Rupees Five
Hundred Crore Only) at any given point of time and to create charge
As on date of this notice, Mr. Vohra holds 10495 equity shares in
/ security on the assets, movable and/ or immovable properties,
the Company.
of the Company through mortgage or pledge or hypothecation
Mr. Vohra is not related to any of the Directors of the Company. or otherwise or through a combination of them for securing the
borrowings of the Company and/or its Subsidiary(ies). As the
Except Mr. Vohra and his relatives, none of the other Directors and
creation of security/ mortgage/ pledge/ hypothecation/ charge or
Key Managerial Personnel and their respective relatives, are in
encumbrance may be covered by the term “otherwise disposed of”
any way, concerned or interested, financially or otherwise, in the
used in Section 180(1)(a) of the Companies Act, 2013, accordingly,
resolution as mentioned in Item No. 4 of the Notice.
approval of the shareholders is sought by way of special resolution
Mr. Vohra’s brief profile and the disclosures pursuant to the set out at Item No. 6 of the accompanying Notice.
Secretarial Standards -2 on General Meetings and Regulation 26(4),
The Board of Directors accordingly recommends the Special
and Regulation 36 of SEBI (Listing Obligations and Disclosure
Resolutions as set out at Item Nos. 5 and 6 of the accompanying
Requirements) Regulations, 2015 are provided in the Annexure to
Notice for approval by the Members. In compliance with the
the Notice.
Ministry of Corporate Affairs General Circular No. 20/2020 dated
Accordingly, considering the significant benefits reaped by the May 5, 2020, this item is considered unavoidable and forms part of
Company from his experience, expertise and mature advice to the this Notice.
business of the Company during his tenure as a Non-Executive
None of the Directors, Key Managerial Personnel of the Company
Independent Director and based on the recommendation of the
or their relatives are concerned or interested, financially or
otherwise, in the Resolutions as set out in Item Nos. 5 and 6 of the sought to increase the aforesaid existing limits to Rs. 2050 Crore.
accompanying Notice.
These investment(s), loan(s), guarantee(s) and security(ies) will
Item No. 7: be made/ are proposed to be made out of own / surplus funds,
share capital, internal accruals, etc. and/or such other permissible
As per the provisions of Section 186 of the Companies Act, 2013,
mode(s), as the Board may deem fit in the best interest of the
the Board of Directors of a Company can give any loan, make
Company, subject to applicable law and any regulatory approvals,
investment or give guarantee or provide any security beyond the
as may be required. The investment(s), loan(s), guarantee(s) and
prescribed limits i.e. i) Sixty percent of the aggregate of the paid-up
security(ies) will be made on such terms and conditions most
share capital, free reserves and Security Premium account of the
beneficial to the Company/at prevailing market rates.
Company or ii) One hundred percent of free reserves and securities
premium account of the Company, whichever is more, only if a The required details in relation to the loans made, guarantee/
Special Resolution is passed by the shareholders of the Company. security provided, investments made, from time to time, by the
Company will be disclosed in the financial statements/Board’s
The Members of the Company had accorded their approval, from
Report including is annexures of the Company as per the provisions
time to time, for making investment(s), loan(s), inter-corporate
of Section 186 of the Companies Act, 2013 and the rules made
deposit(s), giving guarantee(s) or security(ies) under relevant
there under.
provisions of the Companies Act, 2013 and/or the Companies Act,
1956 and rules made thereunder, as also additionally by way of Except to the extent of having a position as a Director or Key
Postal Ballot notice dated August 9, 2017 for making investment(s), Managerial Personnel in its subsidiary companies, as the case
loan(s), inter-corporate deposit(s), giving guarantee(s) or may be, none of the Directors, Key Managerial Personnel or their
security(ies) upto an aggregate amount not exceeding Rs. 850 relatives are interested or concerned, financially or otherwise in
Crore (Rupees Eight Hundred and Fifty Crore Only) over and above the Special Resolution as set out at Item No. 7 of the accompanying
the aggregate so far of all loan(s), guarantee(s), security(ies) and Notice.
investment(s) and such other specific proposals including those
The Board of Directors accordingly recommends the Special
so far granted/provided/made, notwithstanding that the aggregate
Resolution as set out at Item No. 7 of the accompanying Notice
of such aforementioned loan(s), guarantee(s), security(ies) and
for approval by the Members. In compliance with the Ministry of
investment(s) and/or such other specific proposals collectively
Corporate Affairs General Circular No. 20/2020 dated May 5, 2020,
exceeds the limits prescribed under Section 186 of the Act/Section
this item is considered unavoidable and forms part of this Notice.
372A of the Companies Act, 1956.
Item No. 8:
In order to achieve greater financial flexibility, enable optimal
financing structure and to take advantage of the organic and As per provisions of Sections 42 and 71 of the Companies Act, 2013
inorganic growth prospects that may arise in the future, your read with Rule 14 of the Companies (Prospectus and Allotment
Company proposes to make loan(s) and/or grant inter-corporate of Securities) Rules, 2014 and as amended, a Company shall not
deposit(s) and/ or give guarantee(s)/ provide any security(ies) in make a Private Placement of its securities unless the proposed
connection with loan(s) (including fund based or non-fund based) offer of securities or invitation to subscribe to securities has
made either in Rupee or in any other foreign currency in one or been previously approved by the Members of the Company by a
more tranches, to the Subsidiaries/Associates/Joint Ventures of Special Resolution. However, in case of offer or invitation for Non
the Company and/or any other person(s), situated within or outside Convertible Debentures (NCD), it shall be sufficient if the Company
the country, as the case may be, from time to time, and/or make passes a Special Resolution once in a year for all the offers or
investment(s) in one or more tranches by way of acquisition, invitations for such debentures during the year.
subscription, purchase, transfer or otherwise of the securities of
In order to augment long term resources for financing, inter alia,
bodies corporate(s), situated within or outside the country, as the
capital/ revenue expenditure, business expansion and for general
case may be either through itself and/or through one or more
corporate purposes, your Company may offer, invite subscriptions
of its subsidiary(ies) upto an aggregate amount not exceeding
for NCD’s on private placement basis, in one or more tranches,
Rs. 2050 Crore/- (Rupees Two Thousand and Fifty Crore Only);
during the period of one year from the date of passing of this special
over and above the aggregate so far of all loan(s), guarantee(s),
resolution by the Members, within the overall borrowing limits of
security(ies) and investment(s) including those so far granted/
the Company, as may be approved by the Members from time to
provided/made in or to, any bodies corporate and/or any other
time, with the authority to Board (hereinafter referred to as “the
person, situated within or outside the country, as the case may be,
Board” which term shall be deemed to include any Committee or
notwithstanding that the aggregate of such aforementioned loan(s),
authorised person(s) which the Board has constituted or appointed
guarantee(s), security(ies) and investment(s) collectively exceeds
to exercise its powers, as the case may be, including the powers,
the limits prescribed under Section 186 of the Act.
conferred by this resolution) to determine the terms and conditions
In view of the above and considering the long term business plans including the issue price of NCD’s, interest, repayment, security or
of the Company, which requires the Company to make sizeable otherwise, as it may deem expedient and to do all such acts, deeds,
loans/ investments and provide guarantee or security for the loans matters and things in connection therewith and incidental thereto
taken by its subsidiary company(ies) from time to time and also as the Board shall in its absolute discretion deems fit and in the
considering the need to support the financial requirements of its best interest of the Company without being required to seek any
subsidiary company(ies), prior approval of the Members is being further consent or approval from Members or otherwise to the end

and intent that they shall be deemed to have given their approval
Current Mr. Chandran Ratnaswami, being Non
thereto expressly by the authority of this resolution.
Remuneration Executive Director, is eligible to be paid
Accordingly, the Members of the Company are requested to accord commission and sitting fees depending
their consent by way of a Special Resolution authorizing the Board upon the number of Board and Committees
meetings attended but he voluntarily
of Directors of the Company to offer, invite subscriptions for secured
waived his entitlement to his share of
or unsecured redeemable NCD’s on Private Placement basis in one commission and sitting fees.
or more tranches, aggregating up to Rs. 300 Crore (Rupees Three
Remuneration Remuneration payable shall include
Hundred Crore Only) for the period of one year from the date of
Payable commission as devised by the Company,
passing of said resolution. sitting fees depending upon the number of
Board and Committees meetings attended
None of the Directors, Key Managerial Personnel of the Company
and reimbursement of expenses incurred
and their respective relatives are, in any way, concerned or for attending the meeting
interested, financially or otherwise, in the resolution as mentioned
Date of first August 22, 2012
in Item No. 8 of the Notice.
appointment on
The Board of Directors recommends the passing of the Special the Board
Resolution as set out in Item No. 8 of the accompanying Notice Details of NIL
for approval of the members. In compliance with the Ministry of shareholding in the
Corporate Affairs General Circular No. 20/2020 dated May 5, 2020, Company
this item is considered unavoidable and forms part of this Notice. Relation with other No relation with any Director, Manager or
Directors, Manager KMP
Registered Office: By Order of the Board and KMPs
No. of meetings 6 out of 8 for Financial Year 2019-2020
Fort, Mumbai- 400 001
attended during
CIN: L63040MH1978PLC020717
Phone: +91-22-4242 7000 Amit J. Parekh the financial year
Fax: +91-22-2302 2864 Company Secretary and Directorships of Bangalore International Airport Limited
Website: www.thomascook.in Compliance Officer other Boards as on IIFL Finance Limited (formerly known as IIFL
E- mail: sharedept@thomascook.in ACS – 13648 March 31, 2020 Holdings Limited)
Mumbai National Collateral Management Services
June 18, 2020 Limited
ANNEXURE TO THE NOTICE DATED JUNE 18, 2020 Quess Corp Limited
Sanmar Engineering Services Limited
DETAILS OF THE DIRECTORS RETIRING BY ROTATION/SEEKING
Go Digit General Insurance Limited
APPOINTMENT/ RE-APPOINTMENT AT THE MEETING
Fairbridge Capital Private Limited
Mr. Chandran Ratnaswami
Go Digit Infoworks Services Private Limited
DIN 00109215 Thai Reinsurance Public Company Limited –
Thailand
Age 71 years
Zoomer Media Limited – Canada
Qualifications Mr. Chandran Ratnaswami holds a HWIC Asia Fund– Mauritius
Bachelor’s degree in Civil Engineering from
I.I.T. Madras, India and an MBA from the ORE Holdings Limited
University of Toronto, Canada FAL Corporation
Experience 48 years Fairfax India Holdings Corporation
Brief Profile and Mr. Chandran Ratnaswami is the Chief Primary Real Estate Investment
Expertise Executive Officer and Director of Fairfax Fairbridge Capital (Mauritius) Limited
India Holdings Corporation, a company FIH Mauritius Investments Limited
listed on the Toronto Stock Exchange and
is also a Managing Director of Hamblin FIH Private Investments Limited
Watsa Investment Counsel Limited, a wholly H Investments Limited
owned investment management company Fairfirst Insurance Limited (Union Assurance
of Fairfax Financial Holdings Limited. General Limited amalgamated with Asian
Hamblin Watsa provides discretionary Alliance General Limited)
investment management to all the insurance
and reinsurance subsidiaries of Fairfax I Investments Limited
and currently manages approximately HW Private Investments Limited
$ 40 Billion of assets Fairbridge Investments (Mauritius) Limited
Terms and Mr. Chandran Ratnaswami be re-appointed Fairfax Consulting Services India Limited
Conditions of as a Non Executive Director, liable to retire 11470370 Canada Inc.
appointment by rotation
Memberships/ National Collateral Management Services Terms and Mr. Madhavan Menon be re-appointed as
Chairmanship of Limited Conditions of the Chairman and Managing Director for a
Committees of Nomination and Remuneration Committee appointment further period of five years with effect from
other Boards as on – Chairman March 1, 2020 to February 28, 2025 as per
March 31, 2020
Quess Corp Limited such terms and conditions as agreed and
Audit Committee – Member contained in the Agreement, not liable to
Nomination and Remuneration Committee retire by rotation
– Member Current As stated in Item No. 3 of the Notice
Go Digit General Insurance Limited Remuneration
Investment Committee – Chairman Remuneration As stated in Item No. 3 of the Notice
Risk Management Committee – Chairman Payable
Policyholder Protection Committee – Date of first May 1, 2000
Chairman appointment on
Nomination and Remuneration Committee the Board
– Member
Details of 810054 equity shares as on date of the
Corporate Social Responsibility Committee shareholding in the notice
– Member Company
Audit Committee – Member
Relation with other No relation with any Director, Manager and
Share Allotment Committee – Member Directors, Manager KMP
Mr. Madhavan Menon and KMPs
DIN 00008542 attended during
Age 65 years the financial year
Qualifications Mr. Madhavan Menon completed his MBA Directorships of Travel Corporation (India) Limited (Formerly
from George Washington University and other Boards as on SOTC Travel Management Limited)
undergraduate degree from American March 31, 2020 Sterling Holiday Resorts Limited
University of Beirut Cedar Management Consulting Private
Experience 38 years Limited
Thomas Cook (Mauritius) Holding Co.
Brief Profile and Mr. Madhavan Menon, joined Thomas Cook
Limited
Expertise India in 2000 as the Executive Director
Travel Circle International Limited
responsible for the Foreign Exchange
(Formerly Known as Luxe Asia Travel (China)
business and stepped up to the position
Limited)
of Managing Director in January 2006;
Chairman & Managing Director in January TCI- GO Vacation India Private Limited
2016. SOTC Travel Limited(Formerly known as
Mr. Menon has a varied background, having SOTC Travel Private Limited)
commenced his career in Banking at Horizon Travel Services LLC
Grindlays Bank, Citibank and Emirates Bank Private Safaris (E.A.) Ltd.,Kenya
and in Birla Sun Life Asset Management Kuoni Australia Holding Pty Ltd
Company.
Australian Tours Management Pty Ltd
Mr. Menon is the Chairman of the Fairfax Asian Trails Holding Ltd.
India Charitable Foundation that focusses
Kuoni Private Safaris (Pty) Ltd
on bringing down the cost of treating kidney
related ailments in the country. CSB Bank Ltd
Thomas Cook Lanka (Private) Limited
During his tenure, Thomas Cook India has
made several acquisitions, making it the SITA World Travel Lanka (Private) Limited
largest travel and travel related services Luxe Asia (Private) Limited
company in India and has expanded the Thomas Cook (Mauritius) Operations Co.
global foot print of the Group to cover Limited
21 countries across 4 continents, with
operations in Australia, China, ASEAN, South
Asia, Middle East, Southern Africa, Eastern
Africa and North America

Memberships/ Travel Corporation (India) Limited Brief Profile and Mr. Vohra has worked for over 23 years with
Chairmanship of Expertise State Bank of India at a number of senior
Sub Committee - Member
Committees of positions both in India and abroad. His
other Boards as on last assignment, before he took voluntary
March 31, 2020 Nomination and Remuneration Committee retirement, in 1999 was as head of the
– Member Bank’s Forex Division at New Delhi. He
Corporate Social Responsibility Committee served a brief stint in the Corporate
– Member Banking group of Times Bank Ltd before
moving to the ICICI Bank group where he
headed the Technology function for many
Audit Committee – Member years. He was also additionally responsible
Nomination and Remuneration Committee for facilities management, infrastructure
– Member and administration including the roll out of
SOTC Travel Limited(Formerly known as new branches and ATMs.
SOTC Travel Private Limited) Mr. Vohra has served on numerous
Nomination and Remuneration Committee technology & functional committees set
– Member up by organizations such as the CBDT,
UIDAI, IBA and the RBI. He has also served
Corporate Social Responsibility Committee
as a nominee director on the boards of
– Member
Loyalty Solutions & Research Pvt Ltd, ICICI
Management Sub Committee of Board - Securities Ltd, Firstsource Solutions Ltd
Chairman and as an independent director on MCX
Audit Committee – Member India Ltd.
Banking Committee - Member Post his retirement as President & Group
CSB Bank Ltd CTO of ICICI Bank in 2012, Mr. Vohra
mentoring start-ups in the payments
NPA Management Committee – Member
space and also serves on the Technology
Risk Management Committee – Member Advisory Committees of organizations like
Audit Committee – Member the Bombay Stock Exchange, NCDEX, NPCI
& Power Exchange of India Ltd.
Customer Service Committee – Member
Terms and Mr. Pravir Vohra shall be appointed as
Stakeholders Relationship Committee– Conditions of Non Executive Independent Director for
Member appointment a second term of five consecutive years
Committee for monitoring large value effective from April 10, 2020 to April 9,
frauds (CMF) – Member 2025 or till such earlier date to confirm
Nomination and Remuneration Committee with Company’s policy on Corporate
– Member Governance
Current Rs.37,61,381
IT Strategy Committee – Member
Remuneration
Remuneration Remuneration payable shall include
– Member
Payable commission as devised by the Company,
Mr. Pravir Kumar Vohra sitting fees depending upon the number of
Board and Committees meetings attended
DIN 00082545
and reimbursement of expenses incurred
Age 66 years for attending the meeting
Qualifications Mr. Pravir Vohra is a postgraduate in Date of first April 10, 2015
Economics from St. Stephen's College, appointment on the
University of Delhi and a Certified Associate Board
of the Indian Institute of Bankers
Details of 10,495 equity shares as on date of the
Experience Over 44 years shareholding in the notice
Company
Relation with other No relation with any Director, Manager and
Directors, Manager KMP
and KMPs
attended during
the financial year
Directorships of Quess Corp Limited
other Boards as on National Collateral Management Services
March 31, 2020 Limited
IDFC First Bank Limited
Ingenium Advisory Pte Ltd-Singapore
Memberships/ Quess Corp Limited
Chairmanship of Audit Committee – Member
Committees of
Nomination and Remuneration Committee
other Boards as on
- Chairman
March 31, 2020
– Member
National Collateral Management Services
Limited
Audit Committee – Chairman
IDFC First Bank Limited
IT Strategy Committee – Chairman
Risk Management Committee – Member
Stakeholder Relationship and Customer
Service Committee – Member
Fraud Monitoring Committee - Member

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Thomas Cook (India) Limited-Annual Report 2019-2020

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Thomas Cook (India) Limited

Integrated Annual Report 2019-20

Board of Directors Registrars &

Forward Looking Statements

SECTION 1 - WE BENCHMARK OURSELVES Financial Statements

SECTION 4 – OUR INTEGRATED APPROACH 14 Notes to the

SECTION 7 - WE REINFORCED OUR HIGH STANDARDS OF Notes to the

WHO ARE WE WHAT DO WE DO

T ravel and F inancial I nvestments

• Outbound travel • Foreign exchange Strategic

1881 Jul ‘15

Our Company acquires 74%

TCIL acquired the rights to the Thomas

Mar ‘18 Dec ‘19

Quess Corp has been

01 SECTOR GDP GROWTH

T&T CONTRIBUTION T&T GDP DOMESTIC INTERNATIONAL LEISURE BUSINESS

Our performance We remained committed, we are meaningful difference in the way we

Financial capital Physical infrastructure Intellectual capital

R evenue R etail N etwork Total investment in

Financial Services 2,927.3

Vacation Ownership and Resorts 2,672.1

Digiphoto Imaging services (50.8)

The Group witnessed the growing impact of

number of employees Total number of T ravel Packages

On roll 8,388 3.7+ mn 30%

7,752 Total N U M B E R O F mobile apps

T otal training spend * 150+ Thomas Cook Forex

*Data excluding international entities and investment

1. Completion of Corporate Restructuring process

Demerger of Human Resource Services

Each shareholder of TCIL issued 1,889

Focus on core areas of operation

Simplifying & clarifying structure & holdings

Streamlining businesses & resources & eliminating

2. Thomas Cook Brand Acquisition

Strategy and market dynamics during FY20

External Env ironment Our Strateg y

Thomas Cook India Group

The big picture that shapes our business

Experience-led travel Macroeconomic and

Technology driven experiences

Automation and use of Robotics

Physical infrastructure Levers underpinning our growth engine

Human capital Our Values - PRIDE

Digital capital In managing our six capitals, the company continues to

In managing our six capitals, the company continues to evaluate

Note: The Group witnessed the growing impact of

Maximizing Drive Growth

Strengthen Industry Drive Customer

Stakeholder Engagement Motto How we engage with them

Customers • We value each of our customers and their • E-mailers/SMS

Media • Optimise the various platforms to • Press releases

to the six capitals

to the six capitals

Capital gain through share price

Competition    Financial Capital

Macroeconomic developments & Financial Capital

Tech-enabled HR practices  Human Capital

Social & Relationship capital

f) t heir individual competencies and contribution to