Thomas Cook (India) Ltd. — Capital/Financing Update 2026

Mar 20, 2026

March 20, 2026

The Manager, The Manager, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1 Dalal Street G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 500413 Scrip Code: THOMASCOOK Fax No.: 2272 2037/39/41/61 Fax No.: 2659 8237/38

Dear Sir/ Madam,

Sub: Announcement under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) – Outcome of Board Meeting

Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform you that the Board of Directors of the Company, at its meeting held today, based on the recommendations of the Independent Directors Committee and the Audit Committee, has considered and approved the Composite Scheme of Arrangement amongst Thomas Cook (India) Limited (‘ Demerged Company ’ or ‘ Transferee Company ’ or ‘ TCIL ’) and Sterling Holiday Resorts Limited (‘ Resulting Company ’ or ‘ SHRL ’) and TC Visa Services (India) Limited (‘ Transferor Company 1 ’ or ‘ TCVSL ’) and Jardin Travel Solutions Limited (‘ Transferor Company 2 ’ or ‘ JTSL ’) and Borderless Travel Services Limited (‘ Transferor Company 3 ’ or ‘ BTSL ’) and their respective shareholders under Sections 230 to 232, 61, 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, National Company Law Tribunal Rules, 2016 and National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 (“ Scheme ”). The said Scheme involves the following in the order set out below:

• a) The demerger of Demerged Undertaking ( as defined in the Scheme ) of the Demerged Company into the Resulting Company as a going concern and in consideration, the consequent issuance of the equity shares of the Resulting Company to all the shareholders of the Demerged Company in accordance with the Share Entitlement Ratio ( as defined in the Scheme ) (" Demerger ”)

• b) The consolidation of four equity shares of TCIL of face value of INR 1 (Indian Rupee 1 Only) each into one equity share of face value of INR 4 (Indian Rupees Four Only) each (“ Consolidation of Share Capital ”);

• c) The merger by absorption of TCVSL, JTSL and BTSL with TCIL and consequent dissolution of TVCSL, JTSL and BTSL without being wound up (“ Merger ”);

• d) The reduction of paid-up equity share capital of TCIL, without any payment to the shareholders of TCIL, by reducing the face value of paid-up equity shares of TCIL from INR 4/- (Indian Rupees Four Only) per equity share to INR 3/- (Indian Rupees Three Only) per equity share (“ Reduction of Share Capital ”); and

• e) Various other matters consequential or otherwise integrally connected therewith.

The Scheme will be implemented inter alia in terms of Sections 230 to 232, 61, 66 and other applicable provisions of the Companies Act, 2013 read with the rules issued thereunder, Section 2(19AA), 2(1B) and applicable provisions of the Income-tax Act, 1961 and other applicable laws, as amended from time to time and is subject to the receipt of requisite approval from the shareholders, creditors, jurisdictional Hon’ble National Company Law Tribunal, the Securities and Exchange Board of India, BSE Limited (‘BSE’), National Stock Exchange of India Limited (‘NSE’ and collectively along with BSE referred to as the ‘Stock Exchanges’), and any other approvals, permissions, and sanctions of regulatory and other authorities, as may be necessary. The Appointed Date for the Scheme is the Effective Date (as defined in the Scheme).

The disclosure of information in respect of the said Scheme, as required under the SEBI Listing Regulations read with relevant SEBI Master Circular for compliance with the provisions of the SEBI Listing Regulations by listed entities dated January 30, 2026 (“ SEBI LODR Master Circular ”), is enclosed herewith as Annexure 1 .

A Press Release in this regard is enclosed herewith as Annexure 2 .

Further, the Board has also approved the appointment of BSE Limited as the designated stock exchange for the purposes of this Scheme of Arrangement.

The Board Meeting commenced at 3.45 P.M. (IST) and concluded at 6.00 P.M. (IST).

You are requested to take above information on record.

Thank you. Yours faithfully, For Thomas Cook (India) Limited

AMIT Digitally signed by AMIT JYOTINDRA JYOTINDRA PAREKH PAREKH Date: 2026.03.20 18:58:22 +05'30'

Amit J Parekh Company Secretary & Compliance Officer ACS 13648

Annexure 1

Disclosure under sub-paras (1) and (2) of Para (A) of Part (A) to Schedule III of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI LODR Master Circular

Circular
Sr. No.	Particulars	Disclosure
Demerger
1	Brief details of the division(s) to be demerged.	The Demerged Undertaking (as defined in the Scheme) of the TCIL is proposed to be demerged into SHRL. The Demerged Undertaking (as more particularly defined in the Scheme) consists of the resorts and resort management business of Demerged Company undertaken by way of operating and managing resorts, hotels and similar properties and undertaking ancillary and connected activities in connection therewith.
2	Turnover of the Demerged Undertaking and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year.	The turnover of the Demerged Undertaking for the year ended 31st December 2025 was INR 70 Crores representing ~0.4% of the total standalone turnover of the Company for the year ended 31st December 2025.
3	Rationale for Demerger	TCIL, is a leading travel company and has been offering_inter alia_ broad spectrum of travel related services to its customers. TCIL owns and/ or operates multiple resorts across India providing retreats in scenic locations amidst natural surroundings. It also has resorts which offer a host of curated services across multiple attractive market segments including: (i) Adventure Holidays – with experiences such as trekking, kayaking, rafting & zip lining; (ii) Educational trips - including survival skills, self-defence, nature-appreciation etc. for resilience/adaptability for students and corporates; (iii) Corporate Getaways – for Team building activities, wellness & leadership development programs etc. SHRL, a wholly owned subsidiary of TCIL has a wide range of experience of running and operating hotel business, catering to a different demographic and offering more unique and curated experiences. TCIL and SHRL’s Board believes that the Resorts and Resort

			Management Business of TCIL would reap more benefits on account of expertise of SHRL in similar kind of business. Further, SHRL’s Board is of the view that SHRL matured over the years and is well poised to chart its own growth path and operate as a separate listed entity in the fast-growing hospitality industry. Accordingly, the Board of TCIL is of the view that for better focus and maximum result, it is better to divest the Resorts and Resort Management Business into SHRL and subsequently list SHRL. The main objective of the proposed restructuring, by way of a composite scheme, is to re-organize and segregate the different business verticals and focus on core businesses, in compliance with relevant regulations. In this manner, the two listed entities can each pursue growth opportunities that are more aligned with their own industry dynamics, leading to improved operational efficiencies and profitability.
4	Brief details of change in shareholding pattern (if any) of all entities		There will be no change in the shareholding pattern of the TCIL pursuant to the effectiveness of the Demerger except for accelerated shares issued to ESOP trust as per the Scheme. SHRL is presently a wholly owned subsidiary of TCIL. Pursuant to the effectiveness of the Demerger, each shareholder of TCIL, subject to applicable law, will be issued equity shares of SHRL in the ratio of 81 shares for every 100 shares held in TCIL. The existing equity shares of SHRL held by TCIL would continue to be held by TCIL. Details of change in shareholding pattern of SHRL are as under: Particulars Pre-Scheme Shareholding (%) Post-Scheme shareholding (%) (indicative) Promoters 100 65.55 ESOP Trust - 2.16 Public - 32.30 Total 100 100 Includes 7% held by TCIL. ** Pursuant to Scheme becoming effective, but 7 (seven) working days before Record Date 1, 65,70,000 options under ESOP Options 2024 (as defined in Clause 20.1 of the Scheme) of the Demerged Company shall stand accelerated in accordance with the ESOP Options 2024. Such shares of TCIL shall be entitled to the shares of SHRL.
4	In case of cash consideration – amount or otherwise share exchange ratio.		The Scheme does not involve payment of any cash consideration for the demerger. In consideration of the demerger of the Demerged Undertaking (as defined in the Scheme), SHRL shall issue and allot 81 (Eighty One) fully paid up equity shares of face value of Rs. 10 each for every 100 (One Hundred) fully paid up equity shares of Re. 1 each to the equity shareholders of TCIL,

5	Whether listing would be sought for the resulting entity.	Yes, the Resulting Company is proposed to be listed on BSE and NSE pursuant to the Scheme upon receipt of requisite approvals from the Stock Exchanges.
Consolidation of Share Capital
1	Consolidation ratio	Pursuant to Consolidation of Share Capital of TCIL, 4 (four) equity shares of TCIL of face value of Re. 1 each will be consolidated into 1 (one) equity share of TCIL of face value of Rs. 4 each
2	Rationale behind consolidation	The Board of TCIL believes that the proposed consolidation of the face value of its equity shares will result in an improvement in certain key financial ratios. This enhancement in ratios is expected to better reflect the true market value of the Company's shares, aligning the share price more appropriately with its intrinsic value. Such consolidation of share capital is also anticipated to convey stronger financial stability and valuation metrics, thereby presenting a more accurate picture of the Company's financial strength and long-term prospects.
3	Pre and post share capital – authorised, paid-up and subscribed	Pursuant to Consolidation of Share Capital of TCIL, authorized share capital of TCIL shall stand reorganized from Rs. 6,97,93,00,000/- (Indian Rupees Six Hundred and Ninety Seven Crores Ninety Three Lakh only) divided into 1,97,93,00,000 equity shares of Re. 1/- each and 50,00,00,000 preference shares of Rs. 10/- each to Rs. 6,97,93,00,000/- (Indian Rupees Six Hundred and Ninety Seven Crores Ninety Three Lakh Only) divided into 49,48,25,000 equity shares of Rs. 4/- each and 50,00,00,000 preference shares of Rs. 10/- each Pursuant to Consolidation of Share Capital of TCIL, paid-up and subscribed share capital of TCIL shall stand reorganized from Rs. 47,69,50,562/- (Indian Rupees Forty Seven Crores Sixty Nine Lakh Fifty Thousand Five Hundred and Sixty Two only) divided into 47,69,50,562 equity shares of Re. 1/- each to Rs. 47,69,50,562/- (Indian Rupees Forty Seven Crores Sixty Nine Lakh Fifty Thousand Five Hundred and Sixty Two only) divided into 11,92,37,641 equity shares of Rs. 4/-each
4	Expected time of completion	Consolidation of Share Capital of TCIL will be undertaken as a part of composite scheme of arrangement and same is expected to be completed, subject to securing necessary approvals, within 15 to 18 months from the date of approval of the Scheme by the Board.
5	Class of shares which are consolidated or subdivided	Equity shares of TCIL of Re. 1 each
6	Number of shares of each class pre and post split or consolidation	There is only one class of shares that have been issued by TCIL i.e, equity shares of face value of Re. 1 each

			Category	Pre Consolidation	Post Consolidation
				No. of shares	No. of shares
			Promoters	30,02,58,798	7,50,64,700
			ESOP Trust	1,10,96,573	27,74,143
			Public	16,55,95,191	4,13,98,798
			Total	47,69,50,562	11,92,37,641
7	Number of shareholders who did not get any shares in consolidation and their pre- consolidation shareholding		The effect of consolidation will take place only after the Scheme is finally approved by NCLT. The list of shareholders will be determined as on the Record Date 2 (as defined in the Scheme). Basis the list, the number of shareholders will be determined. However, all shareholders will either receive shares of TCIL or equivalent compensation in case of fractional entitlements.
Merger
1	Name of the entity(ies) forming part of the Merger		a) TC Visa Services (India) Limited (‘TCVSL’) b) Jardin Travel Solutions Limited (‘JTSL’) c) Borderless Travel Services Limited (‘BTSL’) d) Thomas Cook (India) Limited (‘TCIL’)
2	Details in brief such as, size, turnover etc. of the entity(ies) forming part of the Merger		Paid up capital of following companies as on 31 March 2025: a) TCVSL: Rs. 0.05 cr b) JTSL: Rs. 1 cr c) BTSL: Rs. 0.05 cr d) TCIL: Rs. 47.04 cr Turnover of following companies for the year ended 31 March 2025: a) TCVSL: Rs. 1.2 cr b) JTSL: Nil c) BTSL: Nil d) TCIL: Rs. 2,243.97 cr
3	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length		TCVSL, JTSL and BTSL are wholly owned subsidiaries of TCIL. In terms of General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, the requirements under Section 188 of the Companies Act, 2013 will not apply to this transaction. Further, the provisions of Related Party Transactions will not apply to this transaction pursuant to Regulation 23(5)(b) of the SEBI (LODR) Regulations, 2015 since all 3 entities are wholly owned subsidiaries of TCIL.
4	Area of business of the entity(ies);		TCVSL is a wholly owned subsidiary of TCIL and is authorised to render consultancy and/or advisory services in connection with obtaining / arranging visas. However, presently it is not carrying out any business. JTSL is a wholly owned subsidiary of TCIL and is authorised to engage in the business of providing backend information technology services. However, presently it is not carrying out any business.

		BTSL is a wholly owned subsidiary of TCIL and is authorised to engage in the business of Airline ticketing, Booking Hotel accommodation, Visa and Passport facilitation, Travel insurance etc. However, presently it is not carrying out any business. TCIL is a leading travel company and has been offering_inter alia_ broad spectrum of travel related services to its customers. TCIL owns and/ or operates multiple resorts across India providing retreats in scenic locations amidst natural surroundings.
5	Rationale for Merger	TCVSL, JTSL and BTSL are dormant and non-operative companies, incurring unnecessary compliance and administrative costs. Their absorption into TCIL will streamline the corporate structure and reduce overheads. This will enhance efficiency and allow management to focus on core business activities.
6	In case of cash consideration – amount or otherwise share exchange ratio	TCVSL, JTSL and BTSL (collectively ‘Transferor Companies’) are wholly owned subsidiaries of TCIL with all the shares in the share capital of these companies being held by TCIL and its nominees and TCIL being the holding company, cannot issue or allot any shares to itself, no shares whatsoever shall be issued by TCIL in consideration of the merger. Accordingly, all shares of TCVSL, JTSL and BTSL held by TCIL and its nominees and investment of TCIL shall stand cancelled upon the Scheme becoming effective without any issue or allotment of new shares in lieu of such shares of the Transferor Companies.
7	Brief details of change in shareholding pattern (if any) of listed entity	There will not be any change in the shareholding pattern of TCIL as no shares would be issued on such merger. Shares of TCVSL, JTSL and BTSL held by TCIL would stand cancelled pursuant to Merger.
Reduction of Share Capital
1	Details and reasons for Reduction of Share Capital	The face value of paid-up equity shares of TCIL will be reduced from Rs. 4/- (Indian Rupees Four Only) per equity share to Rs. 3/- (Indian Rupees Three Only) per equity share, without any payment to the shareholders of TCIL. Pursuant to Reduction of Share Capital, there will be no change or reduction in the number of Equity Shares issued by TCIL, and hence, the proportion of the Equity Shares held by the existing members of TCIL will remain intact and no prejudice will be caused to the shareholders of TCIL by the aforesaid reduction in equity share capital. The Board of TCIL believes that the proposed reduction of share capital is required to right size the balance sheet and capital structure of TCIL such that TCIL has a more efficient capital structure and the shareholders also benefit in terms of improved

			earnings per share.
	2	Quantitative and/ or	Reduction of share capital would result into:
		qualitative effect of	a) More efficient capital structure of TCIL
		Reduction of Share Capital	b) Improved earnings per share of TCIL
	3	Details of benefit, if any, to	There will be no direct benefit to the promoter/ promoter group/
		the promoter/promoter	group companies.
		group/group companies from Reduction of Share	Pursuant to Reduction of Share Capital, there will be no change
		Capital	or reduction in the number of Equity Shares issued by TCIL, and
			hence, the proportion of the Equity Shares held by the existing
			members of TCIL will remain intact and no prejudice will be
			caused to the shareholders of TCIL by the aforesaid reduction in
			equity share capital.
	4	Brief details of change in	There will not be any change in the shareholding pattern of TCIL
		shareholding pattern	pursuant to Reduction of Share Capital.
		(if any) of all entities.

Annexure-2

Thomas Cook (India) Limited announces the demerger of its Resorts and Resort Management business into Sterling Holiday Resorts Limited

• The demerger will unlock value for TCIL shareholders by separating the Resorts and Resort Management business into SHRL - paving the way for a future listing of SHRL

• The restructuring will streamline the existing capital structure of TCIL, which will result in improved Earnings Per Share for TCIL shareholders

Mumbai, Friday, March 20[th] , 2026:

Based on a recommendation by the audit committee and independent committee, the Board of Thomas Cook (India) Limited (TCIL) today gave an in-principle approval to a proposal for the demerger of the company’s Resorts and Resort Management business into Sterling Holiday Resorts Limited (SHRL) and a subsequent capital restructuring of TCIL. The proposed demerger and restructuring are subject to NCLT and other regulatory approvals.

This demerger and restructuring is being undertaken to:

1. Unlock value for the shareholders of TCIL by demerging the Resorts and Resort Management business into SHRL and to attract differentiated investor cohorts for each business segment

2. Streamline the existing capital structure of TCIL, which will result in improved Earnings Per Share

3. Enable sharper strategic and operational focus across each business vertical and pursue sector-specific growth strategies with agility

TCIL owns and/ or operates 6 resorts directly under the brand name Nature Trails. These resorts are spread across India in several scenic locations and offer a host of curated services across multiple attractive market segments including adventure holidays, educational trips and corporate getaways. TCIL will demerge this business into SHRL as part of the demerger.

The proposed demerger and restructuring, under a composite scheme of arrangement will entail the following steps:

• A. TCIL will demerge its Resorts and Resort Management business into SHRL

• TCIL shareholders will receive SHRL shares as consideration for the demerger and in accordance with the share entitlement ratio of 0.81 shares of SHRL for every share of TCIL

• TCIL will continue to hold its current number of shares in SHRL post the demerger

• The promoters and public shareholding pattern of TCIL and SHRL will remain similar post the demerger

• Shares of SHRL will be listed on BSE and NSE

• B. TCIL will consolidate 4 shares of face value Rs.1 each into 1 share of face value Rs. 4 each

• C. TCIL will reduce the face value of its shares from Rs. 4 per share to Rs. 3 per share

• D. TCIL will in parallel, merge 3 dormant and non-operating subsidiaries to reduce administrative costs

Commenting on the announcement, Mr. Mahesh Iyer – Managing Director & CEO of Thomas Cook India Limited said “I am delighted to announce this demerger of Thomas Cook’s Resorts and Resort Management business into Sterling Holiday Resorts Limited. This demerger and restructuring unlocks tremendous value and potential for TCIL shareholders by streamlining the existing capital structure and resulting in improved Earnings Per Share. The demerger and restructuring also paves the way for a future listing of SHRL, enabling it to chart its own course in the rapidly expanding hospitality space in India”

About Thomas Cook (India) Limited:

Set up in 1881, Thomas Cook (India) Limited (TCIL) is the leading omnichannel travel company in the country offering a broad spectrum of services including Foreign Exchange, Corporate Travel, MICE, Leisure Travel, Value Added Services, and Visa Services. It operates leading B2C and B2B brands including Thomas Cook, SOTC, TCI, SITA, Asian Trails, Allied TPro, Australian Tours Management, Desert Adventures, Travel Circle International Limited (TCI 勝景遊 ), Sterling Holiday Resorts Limited, Distant Frontiers, TC Tours, Digiphoto Entertainment Imaging (DEI), Go Vacation, Private Safaris East & South Africa.

As one of the largest travel service provider networks headquartered in the Asia-Pacific region, The Thomas Cook India Group spans 28 countries across 5 continents.

TCIL has been felicitated with MICE Powerhouse at MaxiiiMICE Awards 2025, Outbound Travel Operator of the Year (2024) and MICE Travel Operator of the Year (2024 & 2023) at The Economic Times Travel & Tourism Annual Awards, MICE Travel Agency (Outbound) at the Economic Times MICE & Wedding Tourism Awards 2024, 'Masters of Risk - Travel & Hospitality' at India Risk Management Awards 2024, MICE Tour Operator of the Year - Outbound at SATTE 2024, Best Tour Operator at the India Travel Awards North 2023, winner of the Corporate Citizen Award (Travel Tourism & Hospitality) at the Corporate Citizen Conclave & Award 2023, The Outbound Tour Operator of the Year 2022 at the SATTE Awards, IAMAI India Digital Awards 2022, CNBC-TV18 & ICICI Lombard India Risk Management Award - Travel & Leisure Category 2022 & 2021, CIO100 Award for digital innovation 2022.

CRISIL has upgraded the rating on debt programs and bank facilities of TCIL - CRISIL AA/Stable’ on the long-term bank facilities of TCIL and ‘CRISIL A1+’ rating on the short-term bank facilities and short- term debt of the company. The highest rating for a travel & tourism company in India.

For more information, please visit www.thomascook.in

Fairbridge Capital (Mauritius) Limited, a subsidiary of Fairfax Financial Holdings Limited, is the promoter of TCIL with a shareholding of 63.83 % of its paid-up capital.

About Fairfax Financial Holdings Limited:

Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and associated investment management. Founded in 1985 by the present Chairman and Chief Executive Officer, Mr. V. Prem Watsa, the company is headquartered in Toronto, Canada. Its subordinate voting shares are listed on the Toronto Stock Exchange under the symbol FFH and in U.S. dollars under the symbol FFH.U.

About Subsidiaries of Thomas Cook (India) Limited (TCIL):

Sterling Holiday Resorts Limited

Sterling Holiday Resorts Limited Sterling Holiday Resorts Limited, a wholly owned subsidiary of TCIL is a leading leisure hospitality company with over 72 resorts, hotels and retreats across 62 locations in India covering hills, beaches, jungles, waterfront, adventure, heritage, pilgrimage and drive-to locations. Sterling provides a variety of offerings: Leisure holidays through FIT packages, Meetings & Conferences, Weddings, Reunions, Picnics and Holidays.

SOTC Travel Limited

SOTC Travel Limited is a step-down subsidiary of Fairfax Financial Holdings held through its Indian listed subsidiary, Thomas Cook (India) Limited (TCIL). SOTC Travel is a leading omnichannel travel and tourism company active across various travel segments including Leisure Travel, Incentive Travel and Business Travel.

Established in 1949, SOTC is an Indian-grown brand with a legacy of over 75 years. Since then, it has escorted millions of travellers across the globe to various destinations around the globe. The Company firmly believes that today, ‘No one understands the Indian Traveller better than SOTC’.

Travel Corporation (India) Limited

Travel Corporation (India) Limited (TCI) (operating brands Sita, TCI and Distant Frontiers), a wholly owned subsidiary of TCIL, is the leading Destination Management Company in India that offers tailor-made travel and related services to India, Nepal, Bhutan and Sri Lanka.

DEI Holdings Limited

Thomas Cook India Group holds 51% stake in DEI Holdings Limited (DEI), one of the world’s leading imaging solutions and services providers.

For more information, visit: Sterling Holiday Resorts Limited: http://www.sterlingholidays.com SOTC Travel Limited: http://www.sotc.in

Media Enquiries:

Shourya Rawool | +91 9619745154 | shourya.rawool@thomascook.in