Thomas Cook India Completes Postal Ballot for Independent Director Appointments
Thomas Cook India successfully completed its postal ballot process with shareholders approving the appointment of Gurumoorthy Mahalingam as Non-Executive Independent Director for five years and re-appointment of Sharmila A. Karve for a second term. The voting saw strong support with 99.71% and 95.54% approval rates respectively, demonstrating shareholder confidence in the board composition.
*this image is generated using AI for illustrative purposes only.
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.
| Parameter: | Details |
|---|---|
| Record Date: | January 30, 2026 |
| Total Shareholders: | 109,793 |
| Voting Period: | February 11 - March 12, 2026 |
| Scrutinizer: | Mitesh Dhabliwala (FCS 8331) |
| Total Shares: | 470,380,562 |
| Votes Polled: | 364,241,227 |
| Polling Percentage: | 77.44% |
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.
| Voting Category: | Votes Polled | % of Outstanding | Votes in Favour | Votes Against | % in Favour |
|---|---|---|---|---|---|
| Promoter Group: | 300,258,798 | 100.00% | 300,258,798 | 0 | 100.00% |
| Public Institutions: | 62,243,222 | 91.07% | 61,230,837 | 1,012,385 | 98.37% |
| Public Non-Institutions: | 1,739,207 | 1.71% | 1,701,759 | 37,448 | 97.85% |
| Total: | 364,241,227 | 77.44% | 363,191,394 | 1,049,833 | 99.71% |
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.
| Qualification: | Details |
|---|---|
| Education: | Master's in Science (Statistics) from IIT Kanpur |
| Additional Qualification: | MBA (International Banking and Finance) from University of Birmingham |
| Experience: | 40+ years in financial sector regulation |
| Previous Roles: | RBI and SEBI senior positions |
| Board Relationships: | Not related to any other Director |
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.
| Voting Category: | Votes Polled | % of Outstanding | Votes in Favour | Votes Against | % in Favour |
|---|---|---|---|---|---|
| Promoter Group: | 300,258,798 | 100.00% | 300,258,798 | 0 | 100.00% |
| Public Institutions: | 62,243,222 | 91.07% | 46,022,223 | 16,220,999 | 73.94% |
| Public Non-Institutions: | 1,739,211 | 1.71% | 1,699,654 | 39,557 | 97.73% |
| Total: | 364,241,231 | 77.44% | 347,980,675 | 16,260,556 | 95.54% |
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.
| Profile Details: | Information |
|---|---|
| Professional Background: | Chartered Accountant |
| Career Progression: | Lovelock & Lewes to PWC Global |
| Final Role at PWC: | Diversity & Inclusion Leader |
| Current Directorships: | Syngene International, EPL Limited, CSB Bank, Aadhar Housing Finance |
| Board Relationships: | Not related to any other Director |
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.
Historical Stock Returns for Thomas Cook
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +0.40% | +0.50% | -20.75% | -49.02% | -29.11% | +72.55% |
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