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.

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.