Thomas Cook (India) Limited has announced the grant of 13,70,000 stock options to eligible employees under its Employee Stock Option Plan. The company's Nomination and Remuneration Committee approved this grant on March 20, 2026, pursuant to the Thomas Cook Employees Stock Option Scheme 2024-EXECOM (ESOP 2024-EXECOM).

Stock Option Grant Details

The comprehensive stock option grant encompasses significant benefits for eligible employees across the organization. Each stock option granted under the scheme is convertible into one fully paid-up equity share having a face value of Re 1. The company has structured the grant to align employee interests with shareholder value creation.

Scheme Structure and Terms

The ESOP 2024-EXECOM scheme incorporates comprehensive provisions for various employment scenarios. The scheme provides detailed guidelines for handling stock options in cases of death, permanent incapacity, resignation, separation, redundancy, retirement, and termination with cause. Importantly, the equity shares allotted pursuant to the exercise of stock options will not be subject to any lock-in restrictions.

The scheme also includes provisions for corporate actions such as rights issues, bonus issues, stock splits or consolidation of equity shares, mergers, amalgamations, or sale of divisions. In such events, requisite adjustments will be made to the number of stock options in a fair and reasonable manner in accordance with the ESOP 2024-EXECOM guidelines.

Regulatory Compliance

The stock option grant fully complies with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company has fulfilled all disclosure requirements under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring complete transparency with stakeholders.

Implementation Timeline

The granted options will enable employees to exercise and receive company shares upon vesting, subject to necessary approvals. The vesting and exercise details will be communicated to eligible employees as per the scheme guidelines. The 20-year exercise window provides substantial flexibility for option holders to optimize their exercise timing based on market conditions and personal financial planning.

This employee stock option grant represents Thomas Cook India's commitment to employee retention and motivation through equity participation in the company's growth trajectory.

Thomas Cook (India) Limited's Board of Directors convened on March 20, 2026, to approve several strategic decisions that will impact the company's corporate structure and leadership team. The meeting, which commenced at 3.45 P.M. (IST) and concluded at 6.00 P.M. (IST), addressed key matters under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Inter-Company Loan Conversion Approved

The board granted in-principle approval for the conversion of inter-company loan given by the company to Thomas Cook Lanka (Private) Limited, a non-material wholly owned subsidiary, into Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS). The board has delegated powers to a sub-committee to execute this conversion in one or more tranches as deemed appropriate.

The company has committed to making comprehensive and detailed disclosures regarding the proposed conversion to stock exchanges at the appropriate stage, following prescribed timelines and regulatory requirements.

Senior Management Appointments

The board approved two significant senior management appointments, both effective April 1, 2026:

Mr. Deepesh Varma's Profile

Mr. Deepesh Varma brings over 26 years of professional experience to his new role. He has been with the organization for more than 13 years, initially joining Thomas Cook (India) Limited as Head – Business Process and Operational Excellence on March 4, 2013. He was subsequently transferred to the Foreign Exchange Business on January 16, 2018.

His educational qualifications include:

• Hotel Management Graduate (1999)
• Senior Management Programme from IIM Calcutta (2010)

Prior to joining Thomas Cook, Mr. Varma held strategic positions including Business Improvement Consultant at British Telecom (March 2011 – February 2013), heading Operations at WNS for multiple processes (January 2004 – February 2011), trainer for Sales & Processes at E-Bookers.com (March 2001 – February 2004), and Front Office Executive at Hotel Le Meridien.

Ms. Deepti Sheth's Profile

Ms. Deepti Sheth has been part of the organization for over 11 years and brings more than 20 years of experience in Human Resource Management. She originally joined Thomas Cook (India) Limited as General Manager – Human Resources on November 3, 2014, and was later transferred to SOTC Travel Limited as Vice President & Head – Human Resources on April 15, 2019.

Her educational background includes:

• Post Graduate in Human Resources (2006)
• Bachelor's degree in Commerce from Narsee Monjee College (2004)

Before joining Thomas Cook, Ms. Sheth held strategic HR roles at Edelweiss Financial Services Limited (July 2012 – October 2014), ASK Investment Holdings Private Limited (February 2008 – June 2012), and Avenues India Private Limited.

Regulatory Compliance

Both appointments have been made in accordance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2//3762/2026 dated January 30, 2026. The detailed profiles and regulatory disclosures for both appointees have been provided in separate annexures as part of the board meeting outcome disclosure to BSE Limited and National Stock Exchange of India Limited.