To the Members,

Your Directors have pleasure in presenting the Forty-sixth

Annual Report, together with audited financial statements for the financial year ended on March 31, 2023.

During the Financial Year 2022-23, the global tourism industry experienced a notable recovery, surpassing 900 million travellers, double the number from the previous year, yet still 37% lower than pre-pandemic levels in 2019. The rebound was driven by easing travel restrictions and pent-up demand, with Europe and the Middle East leading the way, reaching 80% and 83% of pre-pandemic levels, respectively. However, the Asia-Pacific behind, only recovering 23% of its pre-pandemic visitors. Despite challenges, the industry's outlook remains positive, with pent-up demand and the reopening of the Asia-Pacific region expected to sustain growth. The Indian travel industry has shown remarkable resilience and recovery amid the challenges posed by different headwinds. As international and domestic travel restrictions were eased, the sector witnessed a gradual return to pre-pandemic levels, with international tourist arrivals reaching 63% by November 2022. The hotel industry, although impacted by inflation saw improved occupancy rates, and the entire aircraft movement experiencedsignificantgrowth. With effective pandemic management, travel demand has rebounded, and aprofitability strong recovery. The sector is projected to grow substantially, becoming one of the fastest-growing economic sectors with a significant impact on employment and regional development. The government's initiatives, such as the 'Incredible India' campaign, the development of tourist destinations, and the promotion of various tourism segments, further contribute to the industry's growth and position India as an increasingly preferred destination for global travellers.

The Indian government's Union Budget-2023 demonstrates annualized tourism industry a firm by implementing a series of strategic measures. These initiatives include the development of 50 diverse tourist destinations, encompassing coastal, wildlife, adventure, cultural, and spiritual experiences, aimed at attracting a larger number of visitors and elevating their travel encounters. The focus on modernizing tourism apps and enhancing digital connectivity will facilitate easy access to information and services for travellers. Moreover, the promotion of destination weddings, global conferences, and sporting events not only augments infrastructure but also stimulates economic growth. Through strategic public-private partnerships involving industry associations, local bodies, and experts, effective tourism promotion is ensured.

The Vibrant Village Programme further contributes to overall sector growth by developing tourism infrastructure in border villages.

The Prashad, Nabh Nirman, and Rail Network Expansion initiatives are expected to be instrumental in driving the industry's progress in the years to come. Moreover, the simplified are anticipated to attract more tourists, leading to increased revenue for the industry. The Government's 5G Initiative is revolutionising the guest experience, transforming how travellers used to interact and engage with services, further positioning the sector's advancement. As a result of these proactive measures, the tourism industry region lagged is witnessing encouraging signs, with a surge in foreign tourist arrivals and a resurgence in MICE tourism. With a continued focus on infrastructure development, India is poised to become a premier choice for hosting MICE events, elevating the industry's prospects and boosting economic growth in the country.

The Group's commitment to customer-centricity and innovation, coupled with its extensive omnichannel presence and technology, has enabled the delivery of unique and delightful travel solutions. Catering to both B2B and tariffs, andlowered B2C customers, its diverse travel products cover domestic and international leisure travel, corporate travel, MICE, and destination management services. Post-pandemic, the Company has adeptly curated travel experiences to meet evolving customer needs, resulting in substantial growth and a positive financial outlook. The group displayed commendable financial performance, witnessing a substantial improvement in operating EBITDA compared to the previous year's loss. The overall consolidated total income experienced remarkable year-on-year growth. Notably, Sterling Holidays, a subsidiary of the Company, achieveditshighestEBITDAandPBTfigures since its inception. This success can be attributed to the Company's strategic focus on cost optimization, resulting in significant and a 20% reduction in costs compared to pre-pandemic levels in FY20. The Company's prudent financial position, with substantial cash and bank balances held as of March 31, 2023.

Standalone performance (FY23 v/s FY22)

Total Income stood at Rs. 14,759.3 mn compared to Rs. 3,598.7 mn

Total Income from operations stood at Rs. 13,640.2 mn compared to Rs. 2,857.4 mn

Profit Before Tax and exceptional items of Rs. 207.7 mn from Rs. (1,180.4) mn

Profit After Tax stood at Rs. 15.0 mn as compared to Rs. (824.8) mn Consolidated performance (FY23 v/s FY22)

Total Income (includes other income) stood at Rs. 51,111.9 mn from Rs. 19,460.6 mn

Total Income from operations stood at Rs. 50,476.7mn from Rs. 18,882.5 mn

Total Earnings Before Interest, Taxes, Depreciation and Amortisation was at Rs. 2,414.3 mn from Rs. (1,296.9) mn

On a consolidated basis, our Company reported PBT before exceptional items of Rs. 282.6 mn from Rs. (3,199.4) mn

Profit After Tax stood at Rs. 103.7 mn from Rs. (2,539.0) mn. The above numbers, at both consolidated and standalone levels, include a Mark to Market non-cash, non-operational loss of Rs. 352.8 mn. arising from the Equity Shares held by the Company in Quess Corp Limited through its Employees Benefit Trust. The corresponding number in FY22 was a loss of Rs. 40.1 mn.

The strong resilience that the Company has shown in terms of recovery when the travel industry was impacted, is a reflection of our focus on innovative and robust business processes and technology. We believe that we have overturned this slump with the right strategy. Foreign Exchange, Corporate Travel, MICE, Leisure Travel, Sterling year, the Company has transferred Rs. Holidays, Horizon Travel Services LLC (AlliedTPro), Asian Trails, Private Safaries (East Africa), Desert Adventures (our DMS subsidiary in the Middle East) and DEI (our Digital Imaging Solutions subsidiary) held us in good stead during the financial year, contributing significantly.

As of March 31, 2023, your Company, along with its subsidiaries/Associates/Joint Venture Companies, as the case may be, continues to be amongst the largest integrated travel groups in India. Your Company is a leading integrated transnational travel and travel related services Company Foreign Exchange, Corporate Travel, MICE, Leisure Travel and Value Added Services.

Your Company along with its subsidiaries has presence in twenty-eight (28) countries outside India through its branches/representative offices.

There has been no change in the nature of the business of the Company. Your Companycontinuestobeinthebusiness track record to achieve an of Travel and Travel related services.

The Board of Directors of the Company at its meeting held on Wednesday, September 28, 2022, approved payment of dividend at the rate of 7.00% per annum

(i.e. paise 70 per share of Rs.10 each pro-rated for the period of holding) on Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) as on March 31, 2022 as per the terms of issue and subject to compliance with applicable laws and applicable withholding tax, in this regard. Acccordingly, on September 30, 2022, Company has paid Gross dividend of Rs. 295,996,568.77 (Net of TDS Rs. 281,196,740.33) to holder of OCCRPS.

The Directors recommend dividend for approval of the members on Equity Shares @ 40% (i.e. Rs. 0.40 per equity share of Re. 1/- each) for the financial year ended March 31, 2023.

The proposed dividend on the equity share capital will absorb Rs. 188.2 mn for dividend, subject to the applicable withholding of taxes. The Board seeks approval of the shareholders for the dividend recommended on the equity share capital as will be outstanding on the date of book closure/ record date. The propose dividend shall be declared and payable as per the dividend distribution policy of the Company.

The above proposal for declaration of dividend forms part of the Notice of the 46th Annual General Meeting and is recommended for the members' approval therein. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the book closure/record date.

During the financial

6.5 mn from Share Option Outstanding Account to General Reserve. The total General Reserve stands at Rs. 1,168.9 mn as on March 31, 2023.

The promoter of your Company, Fairbridge Capital (Mauritius) Limited ("FCML") is an indirect wholly-owned subsidiary of Fairfax Financial Holdings Limited ("Fairfax"), a company incorporated under the laws of Canada. Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. Fairfax was founded in 1985 by the present Chair and Chief Executive Officer, Mr. Prem Watsa. Fairfax has been under present management since 1985 and is headquartered in Toronto, Canada. Its common shares are listed on the Toronto Stock Exchange. Fairfax's corporate objective is to achieve a high rate of return on invested capital and build long-term shareholder value. Since 1985, Fairfax has demonstrated a strong financial annual compounded appreciation in book value per share of 18.5% (including dividends) and currently has over USD 92 Bn in consolidated assets.

Thomas Cook (India) Limited is a part of the Fairfax group. As of March 31, 2023, the promoter holds 72.34 % of the total paid up equity share capital of the Company.

During the financial year, the Company has not accepted any deposits within the meaning of Section 73 & 76 of the Companies Act, 2013, read with the Rules made thereunder, and therefore, no amount of principal or interest on deposit was outstanding as of the Balance Sheet date.

During the financial year, all the transactions with related parties were in the ordinary course of business and on an arm's length basis; and there were no material contracts or arrangements or transactions at arm's length basis or otherwise. The disclosure in Form AOC-2 is annexed as Annexure 4 of this Board's Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS IN FUTURE and material Therewerenosignificant orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

The particulars of Loans, Guarantees are given in the Corporate Governance Report which forms part of the Annual Report. Further, Investments are given in Note 5 of Standalone Financial Statements which forms part of Annual Report.

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual accounts for the financial year ended March 31, 2023, theapplicable of his rich and accounting standards have been followed and there were no material departures; ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit of the Company for the year ended on that date; iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors have prepared the annual accounts on a going concern basis; v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Appointment and Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Rules made there under and the Article 116 of the Articles of Association of the Company, Mr. Chandran Ratnaswami (DIN: 00109215), Non Executive Director of the Company, retires by rotation and being eligible, has offered himself for re-appointment. Based on performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as Non Executive Director of the Company, liable to retire by rotation.

As per Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from April 1, 2019, no listed company shall appoint or continue the directorship of a non executive director who has attained the age of 75 years, unless a special resolution is passed to that effect and justification thereof is indicated in the explanatory statement annexed to the notice for such appointment.

Mr. Chandran Ratnaswami (DIN: 00109215) would attain the prescribed age limit on May 11, 2024. In the opinion of the Nomination and Remuneration Committee and Board of Directors of the Company, considering seniority of Mr. Chandran Ratnaswami and role played by him towards the growth of this varied Company and to reap the benefits experience, the re-appointment of Mr. Chandran Ratnaswami as a Non Executive Director of the Company, liable to retire by rotation and continuation of his directorship beyond 75 years of age would be in the interest of the Company and its shareholders. Thereby based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board of Directors vide resolution dated May 18, 2023 approved and recommended to the shareholders for their approval for the continuation of his Directorship on the Board of the Company as a Non Executive Director beyond 75 years of age, after May 11, 2024, liable to retire by rotation.

Mr. Chandran Ratnaswami is not debarred from holding of office of Director pursuant to any Order issued by Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any other such authority.

The Board with effect from November 30, 2022 approved the appointment/re-designation of the following: Relinquishment by Mrs. Kishori Udeshi (DIN: 01344073) from the position of Chairperson of the Board and her re-designation as a Non Executive Independent Director of the Company with effect from November 30, 2022 for the remainder of her term of office upto September 15, 2024 or till earlier date as to conform to the Company's policy on corporate governance.

Re-designation of Mr. Madhavan Menon (DIN: 00008542) as Chairman & Managing Director of the Board and the Company with effect from November 30, 2022 for the remainder of his term of office. The Members of the Company vide its resolution dated April 26, 2023, approved the following: Payment of remuneration to Mr. Madhavan Menon (DIN:00008542), Chairman and Managing Director and minimum remuneration in case of inadequacy of profits for the period commencing 2023 to February 28, 2025.

Re-appointment of Mr. Mahesh Iyer (DIN: 07560302), as Executive Director and Chief Executive Officer of the Company for a term of 5 years commencing from May 29, 2023 to May 28, 2028 and fixation of remuneration and minimum remuneration in case of inadequacy of profits for the period commencing from May 29, 2023 to May 28, 2026.

The Board of Directors vide its resolution dated July 05, 2023, approved the following, subject to the approval of share holders at the 46th Annual General Meeting of the Company: Re-designation and appointment of Mr. Madhavan Menon (DIN:00008542) as Executive Chairman in the category of Whole Time Director, from his earlier designation/appointment as Chairman and Managing Director of the Company, for a fresh term of five

(5) years commencing from July 05, 2023 to July 04, 2028, not liable to retire by rotation, and fixation of remuneration and minimum remuneration for a period of three

(3) years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of profits.

Re-designation and appointment of Mr. Mahesh Iyer (DIN: 07560302) as Managing Director and Chief Executive Officer of designation/appointment as Executive Director and Chief Executive (5) years commencing from July 05, 2023 to July 04, 2028, liable to retire by rotation, and fixation of remuneration and minimum remuneration for a period of three (3) years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of profits.

Mr. Madhavan Menon and Mr. Mahesh Iyer are not debarred from holding of office of Director pursuant to any Order issued by Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any other such authority.

The above proposals for appointment/re-appointment/ re-designation forms part of the Notice of the 46th Annual General Meeting of the Company and the relevant Resolutions are recommended for members approval thereon. None of the Director of the Company have resigned during the Financial Year under review.

Declaration of Independence

The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable March 1, regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an Independent Director's name in the data bank of persons offering to become Independent Directors, of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of an Independent Director and also completed the online proficiency Institute of Corporate Affairs, wherever applicable. The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of independence specified in the Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are Company, independent of the management of the Company. from his earlier In the opinion of the Board, all the Independent for a fresh term of five Director are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

The Company has issued letters of appointment/ re- appointment to Independent Directors in the manner as provided under Companies Act, 2013. The terms and conditions of the said appointment are hosted on website of the Company.

Familiarization program for Independent Directors Your Company has in place the familiarisation programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business / operating model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarise with the Company's procedures and practices. The details of the training and familiarization program are provided in the Corporate Governance Report, which forms part of the Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, performance of non-independent directors, the board as a whole and the Chairperson of the Company were evaluated. Further, the Independent Directors in the said meeting had also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board.

The Independent Directors were satisfied with the overall functioning of the Board, which displayed a high level of commitment and engagement. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Directors being evaluated.

The performance evaluation of the board was based on the criteria such as the board composition and structure, information and functioning, succession planning, strategic planning, etc.

The performance evaluation of the Committees was based on the criteria such as Structure of the Committee and meetings, effectiveness of committee meetings, frequency of the meetings, etc. The performance evaluation of the Directors was based on the criteria such as experience, knowledge and competency, governance, safeguarding the interests of all stakeholders, etc.

The performance of the Independent Directors was based on the criteria such as time devoted and attention given to professional obligations for independent decision making and acting in the best interest of the Company, strategic guidance to the Company and help in determining important policies, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. Further, the said criteria were also mentioned in the rating sheets which were filled by each of the Directors during the financial year with regard to the abovementioned performance evaluations.

During the financial year, five (5) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Annual Report.

Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this Report are: ^Mr. Madhavan Menon, Executive Chairman Mr. Mahesh Iyer, Managing Director & Chief Executive Officer Mr. Brijesh Modi, Chief Financial Officer Mr. Amit Parekh, Company Secretary & Compliance Officer ^Mr. Madhavan Menon was re-designated as Executive Chairman of the Company with effect from July 05, 2023. Mr. Mahesh Iyer was re-designated as Managing Director and Chief Executive from July 05, 2023.

The members of the Company at 45th Annual General Meeting ("AGM") held on 28th September, 2022 had reappointed M/s. B S R & Co. LLP, Chartered Accountants [ICAI Firm's Registration No. 101248W/W-100022], as the Statutory Auditors of the Company, for a second term of consecutive five (5) years to hold the office from the conclusion of 45th Annual General Meeting ("AGM") until the conclusion of 50th AGM of the Company.

Further, vide Ministry of Corporate Affairs (MCA) notification dated May 7, 2018, the requirement ratificationof for appointment of Statutory Auditors by members at every AGM has been dispensed with. Accordingly, no such item has been considered in the 46th AGM Notice.

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company. Further, the Company is in compliance with the RBI regulations on downstream investments issued from time to time and no qualification were made by the Statutory Auditors in their report.

The Board of Directors appointed Mr. Keyul M. Dedhia of M/s Keyul M. Dedhia & Associates, Company Secretaries in Practice (COP No. 8618) as the Secretarial Auditor of the Company under Section 204 of the Companies Act, 2013 read with the Rules made thereunder, for conducting the Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 does . not contain any adverse remark, qualification The Secretarial Audit Report is annexed as Annexure 1 which forms part of this Report.

In terms of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice with the annual report of the listed entity. For the FY 2022-23, the unlisted material subsidiary company incorporated in India is M/s. Sterling Holiday Resorts Limited.

M/s. Sterling Holiday Resorts Limited, has appointed M Damodaran & Associates LLP, Company Secretaries in Practice as the Secretarial Auditor, for the year ended March 31, 2023.

Accordingly, the Secretarial Audit Report of M/s. Sterling Holiday Resorts Limited is set out in the "Annexure 1-A".The said report do not contain any adverse remark, qualification or reservation.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the applicable rules made there under, the Company has a duly constituted CSR Committee. The details of the CSR Committee are provided in the Corporate Governance Report of the Company, which forms part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board in its meeting held on May 27, 2021 on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link at https://resources.thomascook.in/downloads/ ThomasCookCSRPolicy.pdf

The Annual Report on CSR Activities undertaken by Company during the financial year 2022-23, is annexed as Annexure 2 which forms part of this Report.

Excess CSR amount of Rs. 55.91 Lakhs spent in the financial year 2020-21 was carried forward and is available for setoff for next three years. Since there was no spending required for financial year 2021-22 and financial year 2022-23, the entire amount is available for set off for financial year 2023-24.

The Company has the following committees of the Board of Directors and the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report:

Audit Committee

Risk Management Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Sub-Committee of the Board

During the year, all recommendations made by the aforesaid committees were approved by the Board.

As on the date of this report, the Company has its Equity Shares listed on the following Stock Exchanges: i. BSE Limited and ii. The National Stock Exchange of India Limited The listing fees for the financial year under review have been paid to the Stock Exchanges where the Equity Shares of the Company are listed.

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Stock Exchanges where its Securities are listed. The Management Discussion and Analysis Report for the financial year 2022-23, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report. For the financial has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules and regulations with respect to Corporate Governance.

A certificate from a Practicing Company Secretary obtained by the Company regarding such compliance of conditions of Corporate Governance is annexed to the Corporate Governance Report which forms part of the Annual Report.

For the purpose of selection of any Directors, Key Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.

The contents of the Nomination cum Remuneration Policy of the Company was amended and approved by the Board, effective from March 31, 2023 on the recommendation of the Nomination & Remuneration Committee whereby the evaluation criteria for Independent Directors and Board as a whole was modified. Further, the Board vide its resolution dated May 18, 2023 has further amended the Nomination cum Remuneration Policy of the Company by updating the definition of Senior Management.

The salient features of the Policy as approved by the Board and amended from time to time are as follows: i. Appointment of the Directors and Key Managerial Personnel of the Company. ii. Fixation of the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. iii. Formulate a criterion for determining qualifications, positive attributes and independence of a Director. iv. Specify methodology for effective evaluation of performance of Board/Committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors. v. To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board. vi. Undertake any other matters as the Board may decide from time to time.

The Nomination cum Remuneration Policy of the Company is available on the website of the Company at https://resources. thomascook.in/downloads/nominationcumremuneration(nrc) policy.pdf

The Company has established a vigil mechanism for Directors and Employees by adopting Whistle Blower

Policy which is available on the website of the Company and weblink thereto is https: //resources.thomascook.in/ downloads/WhistleBlowerPolicy.pdf

The Company being in the Travel and Tourism Industry, its activities do not involve any expenditure on Technology and

Research and Development, therefore, the particulars in the Companies (Accounts) Rules, 2014, as amended, in respect of Conservation of Energy and Technology Absorption is not applicable to the Company. Further, the Company is not energy intensive. However, the Company takes every effort to ensure optimum use of energy by using energy- efficient LED Lightings, Air Conditioners, etc.

During the financial year, the foreign exchange earnings of the Company amounted to Rs. 618.1 mn, whereas, the Company has incurred Rs. 182.05 mn as expenditure in foreign currencies towards interest, bank charges, license fees, professional fees, traveling, subscriptions, etc.

Following material changes and commitments occurred during the financial year 2022-23 and between the end of the financial year and the date of the Report affecting the financial position of the Company: Pursuant to the approval of the Board of Directors of the Company vide its Resolution dated May 23, 2022, the Company has converted the balance 13,29,37,000 Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs. 10/- each into 2,81,05,073 Equity Shares of Re. 1/- each at the approved rate of Rs. 47.30 per equity share in accordance with the terms of the issue and applicable Securities and Exchange Board of India Regulations. Upon conversion, the Promoter's equity shareholding increased to 72.34% from 70.58%.

1. The Members of the Company vide its resolution dated April 26, 2023, approved the following: a. Payment of remuneration to Mr. Madhavan Menon (DIN:00008542), Chairman and Managing Director and minimum remuneration in case of inadequacy of profits for the period commencing from March 1, 2023 to February 28, 2025. b. Re-appointment of Mr. Mahesh Iyer (DIN: 07560302), as Executive Director and Chief Executive Officer of the Company for a term of 5 years commencing from May 29, 2023 to May 28, 2028 and fixation of remuneration and minimum remuneration in case of inadequacy of profits 29, 2023 to May 28, 2026.

2. The Board of Directors vide its resolution dated July 05, 2023, approved the following, subject to the approval of share holders at the 46th Annual General Meeting of the Company:

a. Re-designation and appointment of Mr. Madhavan Menon (DIN:00008542) as Executive Chairman in the category of Whole Time Director, from his earlier designation/ appointment as Chairman and Managing Director of the Company, for a fresh term of five

(5) years commencing from July 05, 2023 to July 04, 2028, not liable to retire by rotation, and fixation of remuneration and minimum remuneration for a period of three

(3) years commencing from July 05, 2023 to July 04, 2026, in caseofinadequacyofprofits.

b. Re-designation and appointment of Mr. Mahesh Iyer (DIN: 07560302) as Managing Director and Chief Executive Officer of the Company, from his earlier designation/appointment as Executive Director and Chief Executive Officer, for a fresh term of five

(5) years commencing from July 05, 2023 to July 04, 2028, liable to retire by rotation, and fixation of remuneration and minimum remuneration for a period of three

(3) years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of profits.

The above proposals for re-designation and appointment forms part of the Notice of the 46th Annual General Meeting of the Company and the relevant Resolutions are recommended for members approval thereon.

The Company has instituted an online compliance management system within the organization to monitor compliances and provide update to senior management and Board on a periodic basis. The Audit Committee periodically monitors status of compliances with applicable laws.

The Company has adequate Risk Management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level.

Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the top 1000 listed companies based on their market capitalization to have a Risk Management Committee and accordingly to adopt Risk Management Policy.

However, the risk management functions were overseen by the Audit cum Risk Committee of the Company duly constituted in 2019.

During the FY 2021-22, the Audit Committee has recommended and the Board of Directors has approved the updated Risk Management Policy vide its resolutions dated September 7, 2021 and September 10, 2021, respectively. The Board of Directors vide its resolution dated September 10, 2021 approved for formation of Risk Management Committee w.e.f. September 15, 2021 and also amended the nomenclature of the Audit cum Risk Management Committee to Audit Committee. The details of the Risk Management Committee are provided in the Corporate Governance Report of the Company, which forms part of the Annual Report.

The details and the process of the Risk Management as implemented in the Company are provided as part of Management Discussion and Analysis which forms part of the Annual Report.

In compliance with the provisions of Section 134 and 92 of the Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31, 2023 on its website at https://resources.thomascook.in/downloads/ FormMGT7TCIL.pdf

The Company is committed to building long term shareholder value by growing the business inorganically and through acquisitions and alliances.

The Company was directly or indirectly involved in the following Acquisitions/ Incorporations:

Thomas Cook (India) Limited's wholly owned subsidiary Travel Corporation (India) Limited entered into Joint Venture Agreement with Sri Lankan Company viz. Authenticities (Private) Limited, for investing in Tropiculture (Private) Limited, a company incorporated in Sri Lanka.

Thomas Cook (India) Limited's subsidiary Desert Adventures Tourism LLC, and GCC-based travel conglomerate Kanoo Travel formed a Joint Venture.

Thomas Cook (India) Limited's wholly owned subsidiary Horizon Travel Services LLC (AlliedTPro), and New World Travel, Inc. formed a Strategic Joint Venture named Allied New World LLC.

The Company pursuant to the approval of shareholders of the Company at its Extraordinary General Meeting held on 26th March, 2021 had allotted 43,56,57,000 Optionally Convertible Cumulative Redeemable Preference Shares of Face Value Rs. 10/- each to Fairbridge Capital (Mauritius) Limited on a private placement basis.

The Company has converted the above said Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) into Equity Shares in following manner: Tranche 1: Conversion of 302720000 out of 435657000 OCCRPS of Rs. 10/- each, into 64000000 Equity Shares of Re. 1/- each on March 17, 2022 and Tranche 2: Conversion of balance 132937000 OCCRPS of Rs. 10/- each, into 28105073 Equity Shares of Re. 1/- each on June 20, 2022.

Further, pursuant to the provisions of Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Securities and Exchange Board of India Circular No. CIR/ CFD/CMD1/162/2019 dated December 24, 2019 regarding Format on Statement of Deviation or Variation for proceeds of Public issue, Rights issue, Preferential issue, Qualified Institutions Placement (QIP) etc., it is hereby confirmed that there were no deviation or variation in the use of proceeds of the Preferential Issue of Optionally Convertible Cumulative Redeemable Preference Shares to the Promoter(s) of the company M/s. Fairbridge Capital (Mauritius) Limited on a private placement basis, from the objects stated in offer document and explanatory statement to the notice of general meeting.

Aforesaid new Equity Shares alloted on conversion(s) of OCCRPS were duly listed on BSE Limited and National Stock Exchange of India Limited.

In line with the MCA Circulars and Securities and Exchange Board of India Circulars, Notice of the 46th AGM along with the Integrated Annual Report for the financial year 2022 23 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Physical copy of the Notice of the 46th AGM along with Integrated Annual Report for the financial year 2022-23 shall be sent to those Members who request for the same at sharedept@thomascook.in mentioning their names, Folio Number/DP ID and Client ID.

We request all the shareholders to support the ‘Green Initiative' of the Ministry of Corporate Affairs and the Company's continuance towards greener environment by enabling the service of the Annual Report, AGM Notice and other documents electronically to your email address registered with your Depository Participant/ Registrar and Share Transfer Agent. We also request and encourage all the investors whose e-mail id is not registered to take necessary steps to register their e-mail id with the Depository Participant/ Registrar and Share Transfer Agent.

During the financial year 2022-23, the following prestigious awards and accolades were received by the Company and its Subsidiaries:

Thomas Cook India & SOTC Travel won Best Outbound & Domestic Tour Operator of the Year Awards at SATTE 2023

SOTC Travel won Best Outbound Travel Operator and Best MICE Travel Operator at The Economic Times Travel & Tourism Annual Awards

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women executive working in the Company. The Company's Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details on Internal Financial Control System and their adequacy are provided in the Management Discussion and Analysis Report of the Company, which forms part of the Annual Report.

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 3 which forms part of this Report.

Statement containing Particulars of Employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the reports and Financial Statements are being sent to Shareholders of the Company and other Shareholders entitled thereto, excluding the Statement containing Particulars of Employees. Any Shareholder interested in obtaining such details may write to the Company Secretary & Compliance Officer of the Company at sharedept@thomascook.in

The Company has in force the following Schemes which get covered under the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

- Thomas Cook Employees Stock Option Plan 2007 (ESOP 2007)

- Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010)

- Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013)

- Sterling Holiday Resorts (India) Limited Employee Stock Options Scheme 2012 (SHRL ESOP 2012)

- Thomas Cook Employees Stock Option Scheme 2018 EXECOM (ESOP 2018 - EXECOM)

- Thomas Cook Employees Stock Option Scheme 2018- Management (Management ESOP 2018) During the quarter ended December 31, 2019, the Company formed Thomas Cook Employees Benefit Trust ("Thomas Cook ESOP Trust"), which subscribed 73,56,122 Equity Shares of the Company for Rs. 11,048.8 Lakhs out of the loan received from the Company. Pursuant to the approval of the Hon'ble National Company Law Tribunal, the Composite Scheme of Arrangement and Amalgamation between Thomas Cook (India) Limited and various other companies (the "Scheme"), the Thomas Cook ESOP Trust received 13,89,571 Equity Shares of Quess Corp Limited ("QCL"). Out of 13,89,571 Equity Shares of Quess Corp Limited received, 71,141 shares were transferred to employees on exercise of options during the financial year ended March 31, 2023. During the financial year ended March 31, 2023, Thomas Cook ESOP Trust has transferred 3,76,714 Equity Shares of Re. 1/- each, to employees under Employee Stock Option Scheme ("ESOP"). Also during the financial year March 31, 2023, there were no fresh grants. Further, vesting of stock options and other details related to stock options may be referred to in the ESOP Disclosure available on the Company's website.

Material developments under the schemes:

Our Board of Directors on recommendation of Nomination and Remuneration Committee, vide its resolution dated May 23, 2022 has approved amendment in all existing schemes to be in line with compliance of provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

In addition, Members at the 45th Annual General Meeting approved amendment in Thomas Cook Employees Stock Option Scheme 2018 EXECOM ("ESOP 2018 - EXECOM"), in respect of vesting period as mentioned below:

The Nomination & Remuneration Committee administers and monitors the ESOP Schemes. Disclosure on various Schemes, as required under Securities and Exchange Board of India (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021 read with Securities and Exchange Board of India Circular no. CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 are available on the Company's website and the weblink thereto is https://resources.thomascook.in/ downloads/DisclosureonvariousSchemesasrequiredunder-SecuritiesandExchangeBoardofIndia(ShareBasedEmploy-ended eeBenefitsandSweatEquity)Regulations,2021.pdf The above Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended. The Company will obtain the certificatefrom the Secretarial Auditor of the Company certifying that the Company's Employee Stock Option Scheme(s) have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended and in accordance with the resolutions passed by the Members.

During the financial year, no options were granted; hence, no employee has received options equal to or exceeding 1% of the issued share capital of the Company at the time of grant during the financial year.

In accordance with Section 129 of the Companies Act, 2013, read with the Rules made thereunder, the Company has prepared a consolidated financial statement of the Company and all its Subsidiaries, Associates and Joint Venture companies, as the case may be, which is forming part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the Subsidiary/Associates/ Joint venture companies in the format prescribed under Form AOC-1 is included in the Annual Report. The said Form also highlights the financial performance of each of the Subsidiaries and Associates of the Company, included in the consolidated financial statements of the Company.

Details of the Subsidiaries and Associates of the Company are mentioned in the Annual Return hosted on the website of the Company.

In accordance with the provisions of the Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has Company, www.thomascook.in . Further, as per the proviso of the said section, Annual Financial Statements of each of the subsidiary companies have also been placed on the website of the Company at www.thomascook.in . Accordingly, the said documents are not being attached to the Annual Report. Shareholders interested in obtaining the copy of the Annual Financial Statement of subsidiaries companies may write to the Company Secretary & Compliance of the Company.

A statement containing the salient features of the Financial Statements of Subsidiaries, Associates and Joint venture as per the provisions of the Companies Act, 2013, in the prescribed Form AOC-1 is included in the Annual Report.

During the financial year under review, there were no additions in the subsidiaries, or associate companies. There were no Companies which ceased to be subsidiary (ies)/ associates/joint Ventures of the Company.

The Company was directly or indirectly involved in the following Joint ventures:

Thomas Cook (India) Limited's wholly owned subsidiary Travel Corporation (India) Limited entered into Joint Venture Agreement with Sri Lankan Company viz. Authenticities (Private) Limited, for investing in Tropiculture (Private) Limited, a company incorporated in Sri Lanka.

Thomas Cook (India) Limited's subsidiary Desert Adventures Tourism LLC, and GCC-based travel conglomerate Kanoo Travel formed a Joint Venture.

Thomas Cook (India) Limited's wholly owned subsidiary Horizon Travel Services LLC (AlliedTPro), and New World Travel, Inc. formed a Strategic Joint Venture named Allied New World LLC.

No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

There were no valuations done for the purposes of one placed on the website of the time settlement and for obtaining any loan from the Banks/ Financial Institutions.

The Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws. The Dividend Distribution policy is available on the website Officer of the Company at https://www.thomascook.in/speeches-presentation

Pursuant to amendment in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility & Sustainability Report ("BRSR") for the FY 2022-2023.

Accordingly, the Company has adopted BRSR and other ESG initiatives. A detailed BRSR in the format prescribed by the Securities and Exchange Board of India describing various initiatives, actions and process of the Company towards the ESG endeavor is part of this Integrated Annual Report.

The Company has embarked its journey of the Integrated Reporting framework prescribed by the International Integrated Reporting Council (IIRC). Through this Report, we aspire to provide our stakeholders an all-inclusive depiction of the organization's value creation using both financial and non-financial resources. The Report strives to provide insight into our key strategies, operating environment, the operating risk and opportunities, governance structure and the Company's approach towards long-term substantiality.

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of the Annual Report. The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India. During the financial year under review, the Registered Office of the Company shifted from Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai 400001 to 11^th Floor, Marathon FutureX Building, N. M. Joshi Marg, Lower Parel (East), Mumbai 400013.

Your Board takes this opportunity to thank the Company's Shareholders, Customers, Vendors and all other Stakeholders for their continued support throughout the financial year. Your Directors also thank the Reserve Bank of India and other Banks, Ministry of Tourism, Financial

Institutions, Government of India, State Governments and all other Government agencies and Regulatory authorities for the support extended by them and also look forward to their continued support in future.

Your Board also wishes to place on record its appreciation on the contribution made by the Company's employees across all levels without whose hard work, solidarity and support, your Company's consistent growth would not have been possible.