Thomas cook (India) Limited has received board approval for the transfer of equity shares under its Employee Stock Option Plan (ESOP) schemes to eligible employees. The development was communicated to stock exchanges through a regulatory filing under SEBI's listing obligations framework.

Board Committee Authorization

The company's Nomination and Remuneration Committee passed a resolution on March 13, 2026, authorizing the transfer of equity shares under two distinct ESOP schemes. The committee acted under the delegation of powers granted by the Board of Directors to facilitate the share transfer process.

ESOP Share Transfer Details

The authorization covers the transfer of equity shares under two separate schemes operated by the company:

Transfer Mechanism

The share transfer will be executed through the Thomas Cook (India) Limited ESOP Trust, with IDBI Trusteeship Services Limited acting as the trustee. The shares will be transferred from the trust's custody to the respective employees based on their entitlements as prescribed under the scheme guidelines.

Regulatory Compliance

The intimation was filed under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring compliance with mandatory disclosure requirements. Company Secretary and Compliance Officer Amit J. Parekh signed the regulatory communication on March 14, 2026.

The ESOP share transfer represents the company's commitment to employee participation in equity ownership, allowing eligible employees to exercise their stock options under the established schemes.

Thomas Cook (India) Limited has successfully completed its postal ballot process, with shareholders approving two key resolutions related to independent director appointments. The company announced the results on March 13, 2026, following the completion of remote e-voting conducted through the National Securities Depository Limited platform.

Postal Ballot Overview

The postal ballot process was conducted with a record date of January 30, 2026, covering 109,793 total shareholders. The remote e-voting period commenced on February 11, 2026 at 09:00 a.m. and concluded on March 12, 2026 at 5:00 p.m. Mitesh Dhabliwala of Parikh & Associates served as the scrutinizer for the voting process.

Resolution 1: Appointment of Gurumoorthy Mahalingam

The first special resolution for appointing Mr. Gurumoorthy Mahalingam (DIN: 09660723) as Non-Executive Independent Director received exceptional shareholder support. His appointment is for a first term of five consecutive years, commencing from December 19, 2025 and extending up to December 18, 2030.

Director Profile: Gurumoorthy Mahalingam

Mr. Gurumoorthy Mahalingam brings over 40 years of experience spanning across financial sector regulators, including the Reserve Bank of India (RBI) and the Securities & Exchange Board of India (SEBI). During his tenure at RBI and SEBI, he was associated with important committees covering forex markets, financial benchmarks, and corporate bond markets.

As a Whole-time Board Member of SEBI between 2016 and 2021, he gained extensive experience regulating mutual funds, stock exchanges, listed companies, foreign portfolio investors, and corporate governance aspects. He supervised investigations and enforcement actions regarding securities law violations and served as a quasi-judicial authority for over 500 cases involving market misdemeanors.

Resolution 2: Re-appointment of Sharmila A. Karve

The second special resolution concerned the re-appointment of Mrs. Sharmila A. Karve (DIN: 05018751) as Non-Executive Independent Director for a second term. Her re-appointment covers five consecutive years from May 29, 2026 to May 28, 2031.

Director Profile: Sharmila A. Karve

Mrs. Sharmila A. Karve is a Chartered Accountant with extensive experience in finance, accounts, and audit. She began her career with Lovelock & Lewes and advanced to the position of Diversity & Inclusion Leader for PWC Global network before retirement. Currently, she serves on the boards of several prominent companies including Syngene International Limited, EPL Limited, CSB Bank, and Aadhar Housing Finance Limited.

Regulatory Compliance and Documentation

Both resolutions were declared approved by the requisite majority. The company confirmed compliance with BSE Limited circular no. LIST/COMP/14/2018-19 and National Stock Exchange circular no. NSE/CML/2018/24, affirming that both directors are not debarred from holding directorial positions by SEBI or any other authority.

The voting results and scrutinizer's report have been made available on the company's website at www.thomascook.in and on NSDL's e-voting portal at www.evoting.nsdl.com . Company Secretary and Compliance Officer Amit J. Parekh signed the official communication to the stock exchanges, confirming compliance with Regulation 30 and Regulation 44 of SEBI listing requirements.