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 announced the appointment of Mr. Gurumoorthy Mahalingam as Additional Non-Executive Independent Director following a board meeting held on December 18, 2025. The appointment was approved based on recommendations from the Nomination and Remuneration Committee.

Board Meeting Details

The board meeting commenced at 15:45 hours and concluded at 16:05 hours on December 18, 2025. The directors formalized Mr. Mahalingam's appointment in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The appointment requires approval from shareholders at the ensuing General Meeting or through Postal Ballot, as per regulatory requirements.

Professional Background and Expertise

Mr. Mahalingam brings over four decades of experience in the financial sector, having worked with India's premier financial regulators including the Reserve Bank of India (RBI) and Securities Exchange Board of India (SEBI).

Reserve Bank of India Experience

During his tenure at RBI, Mr. Mahalingam handled diverse responsibilities including:

• Financial market development, regulation and operations
• Foreign exchange reserves management
• Debt management
• Regulation and supervision of banks
• Association with important committees in forex markets and financial benchmarks

SEBI Leadership Role

As Whole-time Board Member at SEBI between 2016 and 2021, he carried executive responsibilities across multiple domains:

• Regulation of Mutual Funds and Stock exchanges
• Listed companies oversight
• Foreign portfolio investors regulation
• Corporate governance aspects
• Stock and derivatives markets supervision
• Corporate bond market development
• Supervision of investigations and enforcement actions
• Quasi-judicial authority for over 500 cases involving market violations

Educational Qualifications

Mr. Mahalingam holds advanced degrees from prestigious institutions:

Regulatory Compliance

Thomas Cook India has confirmed compliance with regulatory circulars issued by BSE Limited and National Stock Exchange of India Limited dated June 20, 2018. The company affirmed that Mr. Mahalingam is not debarred from holding the office of Director by virtue of any SEBI Order or any other authority.

The company also disclosed that Mr. Mahalingam is not related to any other Director on the Board, ensuring independence in his directorial role. This appointment strengthens the board's oversight capabilities with significant regulatory and financial market expertise.