Thomas Cook (India) Limited reported its audited financial results for the fourth quarter and fiscal year ended March 31, 2026. The board approved the standalone and consolidated financial statements at a meeting held on May 12, 2026. The statutory auditors, M/s. B S R & Co. LLP, issued an unmodified opinion on both sets of financial statements. The board recommended a dividend of ₹0.50 per equity share for FY26, representing a 50% payout on equity shares with a face value of ₹1 each, amounting to ₹235.2 Mn (gross). This is subject to shareholder approval at the Annual General Meeting scheduled for September 10, 2026, compared to a dividend of 45% declared in FY25.

Annual Financial Performance

FY26 was characterised by significant geopolitical disruptions, including airspace closures and the onset of the Israel-US-Iran conflict in February 2026, which impacted peak travel seasons. Despite this, total consolidated income grew 3% year-on-year to ₹85,578 Mn, with revenue from operations reaching ₹83,982 Mn compared to ₹81,396 Mn in the prior year. Total consolidated expenses rose to ₹82,249 Mn from ₹78,994 Mn. EBITDA for the full year stood at ₹5,871 Mn versus ₹6,217 Mn in FY25, while EBIT came in at ₹4,276 Mn compared to ₹4,798 Mn. Profit before tax (before exceptional items) for the year was ₹3,328 Mn, lower than ₹3,852 Mn in FY25, and reported PAT stood at ₹2,205 Mn versus ₹2,584 Mn. On a standalone basis, net profit for the year increased to ₹1,195.3 Mn from ₹1,070.0 Mn, with total standalone income rising to ₹23,338.6 Mn from ₹22,439.7 Mn.

Quarterly Performance

The fourth quarter reflected a notable year-on-year decline across key metrics. Total income for Q4 FY26 stood at ₹18,055 Mn, down 11% year-on-year. Consolidated revenue from operations for Q4 stood at ₹17,707 Mn, down 10% from ₹19,689 Mn in Q4 FY25. EBITDA for Q4 declined to ₹1,131 Mn from ₹1,514 Mn, with EBIT falling 39% to ₹707 Mn. Profit before tax (before exceptional items) came in at ₹477 Mn versus ₹916 Mn in Q4 FY25, while reported PAT stood at ₹307 Mn compared to ₹660 Mn in the year-ago quarter. On a standalone basis, Q4 revenue from operations was ₹3,274.1 Mn against ₹3,922.9 Mn in Q4 FY25, with standalone net profit at ₹191.4 Mn versus ₹158.8 Mn.

Segment Performance

The Travel & Related Services segment remained the largest revenue contributor, with FY26 revenue of ₹67,025 Mn, up 4% year-on-year. Corporate Travel turnover grew 19% year-on-year for FY26, while Leisure Travel sales grew 8%. The Financial Services segment reported FY26 revenue of ₹3,261 Mn. The Leisure Hospitality & Resorts segment delivered its highest-ever Q4 revenue of ₹1,385 Mn, up 19% year-on-year, with full-year revenue of ₹5,336 Mn, up 7%. The Digital Imaging Solutions (DEI) segment reported FY26 revenue of ₹8,360 Mn, down 1% year-on-year.

Strategic Developments

The board approved a Composite Scheme of Arrangement and Amalgamation involving Thomas Cook (India) Limited and its wholly owned subsidiaries. The scheme provides for the demerger of the Resorts and Resort Management business into Sterling Holiday Resorts Limited (SHRL), with shareholders receiving 81 shares of SHRL for every 100 shares held in Thomas Cook (India) Limited. The scheme is subject to requisite statutory and regulatory approvals. During the year, the company sold its immovable property in Udyog Vihar Phase III, Gurugram, resulting in a profit of ₹256.5 Mn (₹177.4 Mn net of tax), reported under exceptional items. The company recognised an exceptional item of ₹174.8 Mn (standalone) and ₹301 Mn (consolidated) related to past service costs arising from the New Labour Codes notified effective November 21, 2025. The company has opted to transition to the New Tax Regime effective FY 2026-27, resulting in a one-time deferred tax credit of ₹35.9 Mn for the year.

Thomas Cook (India) Limited 's Board of Directors, at its meeting held on May 12, 2026, approved several key corporate actions, including the scheduling of the company's 49th Annual General Meeting (AGM), book closure dates for FY26 dividend payment, and changes to its board composition. The meeting commenced at 17:30 hours and concluded at 20:25 hours.

49th AGM and Book Closure Details

The company's 49th AGM has been scheduled for Thursday, September 10, 2026. Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books will remain closed for the period detailed below:

The dividend on equity shares for the financial year ended March 31, 2026, as recommended by the Board of Directors and as may be declared at the AGM, will be paid or dispatched on and from Wednesday, September 23, 2026. Eligible shareholders include:

• Beneficial owners whose names appear in the records of National Securities Depository Limited and Central Depository Services (India) Limited as at the end of business hours on August 27, 2026, for shares held in electronic form
• Members whose names appear in the Register of Members as at the end of business hours on August 27, 2026, for shares held in physical form

Board Composition Changes

The board meeting also addressed two significant director-related developments, as summarised below:

Re-appointment of Mr. Sumit Maheshwari

The Board recommended to members the re-appointment of Mr. Sumit Maheshwari (DIN: 06920646) as Non-Executive Non-Independent Director, who retires by rotation at the ensuing 49th AGM and, being eligible, has offered himself for re-appointment. Mr. Maheshwari joined Fairbridge Capital in 2011 and has served as its Managing Director since May 2018. His responsibilities include sourcing, evaluating, negotiating, executing, and exiting investment opportunities, as well as monitoring portfolio companies. He has been closely involved in investments including Bangalore Airport, Sanmar Group, CSB Bank, Fairchem Organics, Seven Islands Shipping, Thomas Cook, Quess Corp, and Sterling Holiday, among others. Prior to joining Fairbridge Capital, he worked with KPMG in India and the UK in audit and accounting advisory functions. He is a qualified Chartered Accountant, holds a Post Graduate Program in Management from the Indian School of Business, Hyderabad, and Bachelor of Commerce and Master of Commerce degrees from the University of Mumbai. Mr. Maheshwari is not debarred from holding the office of Director by virtue of any SEBI order or any other authority, and is not related to any other Director on the Board.

Retirement of Mr. Chandran Ratnaswami

Mr. Chandran Ratnaswami (DIN: 00109215), Non-Executive Director, retires by rotation at the ensuing 49th AGM and has expressed his desire not to seek re-appointment, citing other pressing commitments within the Fairfax Group. The Board noted and accepted his decision, and recommended that his re-appointment not be sought at the ensuing AGM. His cessation is effective September 10, 2026.

Regulatory Compliance

All disclosures pertaining to the director changes have been made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The board outcomes were communicated to BSE Limited and National Stock Exchange of India Limited in accordance with applicable listing regulations.