Thomas Cook (India) Limited has announced the completion of tenure for two independent directors, marking the end of their second consecutive five-year terms. The company filed this disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on December 23, 2025.

Director Cessation Details

Two senior independent directors concluded their association with the company effective December 22, 2025:

Regulatory Compliance Framework

The cessation follows the completion of their respective second terms of five consecutive years as Independent Directors of the company. According to regulatory requirements, independent directors can serve a maximum of two consecutive terms, making their departure a natural conclusion of their tenure rather than a resignation or removal.

The company filed the necessary disclosures with both BSE Limited (Scrip Code: 500413) and National Stock Exchange of India Limited (Scrip Code: THOMASCOOK) as required under SEBI regulations. The filing was made pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

Filing Details and Documentation

The regulatory filing included comprehensive annexures detailing the cessation information for both directors:

Board Acknowledgment

The Board of Directors and Management of Thomas Cook (India) Limited formally acknowledged the contributions of both departing directors. The company placed on record their appreciation for the valuable contributions and guidance provided by Mr. Nilesh Shivji Vikamsey and Mr. Sunil Behari Mathur during their association with the company.

Corporate Governance Impact

The departure of these two independent directors represents a significant change in the company's board composition. Independent directors play a crucial role in corporate governance, providing oversight and strategic guidance while maintaining independence from the company's management and operations. The company secretary and compliance officer, Amit J. Parekh, signed the regulatory filing, ensuring compliance with all disclosure requirements.

Thomas Cook (India) Limited has successfully concluded its postal ballot process with shareholders overwhelmingly approving all six special resolutions related to Employee Stock Option Plan (ESOP) amendments. The results, declared on December 19, 2025, demonstrate strong shareholder confidence in the company's talent retention strategy.

Postal Ballot Results Overview

The voting process conducted through remote e-voting via National Securities Depository Limited (NSDL) showed remarkable shareholder support across all resolutions:

Key Approved Amendments

ESOP 2024-EXECOM Pool Expansion

Shareholders approved the increase in stock options from 5.57 million to 6.57 million, adding 1 million new stock options to the existing pool. This expansion provides the company with greater flexibility in attracting and retaining key talent.

Vesting Period Reduction

The reduction in vesting period from 4 years to 3 years across multiple ESOP schemes (ESOP 2024-EXECOM, ESOP 2018-EXECOM, and ESOP 2013) was approved, making the incentive structure more attractive to employees.

Extension to Subsidiary Companies

All resolutions for extending ESOP benefits to employees of subsidiary companies received approval, enabling a unified talent retention strategy across the Thomas Cook India group.

Voting Participation Details

Regulatory Compliance and Implementation

The company has confirmed compliance with all Securities and Exchange Board of India (SEBI) regulations, particularly the Share Based Employee Benefits and Sweat Equity Regulations, 2021. The amendments align with the company's long-term growth plans and aim to create sustained shareholder value by aligning employee interests with organizational objectives.

Strategic Impact

The overwhelming approval of these resolutions reflects strong shareholder confidence in Thomas Cook India's human resource strategy. The amendments provide enhanced flexibility in talent management while maintaining alignment between employee incentives and company performance. The extension of benefits to subsidiary employees creates a comprehensive group-wide retention framework, positioning the company competitively in the evolving travel industry landscape.