Thomas Cook (India) Limited Authorises Transfer of 17,098 Equity Shares Under ESOP Schemes

Thomas Cook (India) Limited 's Nomination and Remuneration Committee of the Board of Directors, vide its resolution dated May 12, 2026, approved the transfer of a total of 17,098 equity shares of Re. 1/- each to eligible employees. The authorisation was granted pursuant to the delegation of power by the Board of Directors and follows the exercise of stock options by eligible employees under two distinct Employee Stock Option Plan (ESOP) schemes.

ESOP Share Transfer Details

The approved transfer is split across two schemes, as outlined below:

Scheme: Equity Shares Authorised Thomas Cook ESOP Scheme – EXECOM 2018 10,388 Thomas Cook ESOP Scheme – Management 2018 6,710 Total Shares: 17,098

Transfer Mechanism and Trustee

The Thomas Cook (India) Limited ESOP Trust ('ESOP Trust'), acting through its Trustee, IDBI Trusteeship Services Limited, has been authorised to transfer the shares from its custody to the respective employees in the manner prescribed. The transfers are being made as per the entitlement of each eligible employee who exercised their options under the respective schemes.

Regulatory Disclosure

This intimation has been made to both BSE Limited and the National Stock Exchange of India Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was signed by Amit J. Parekh, Company Secretary & Compliance Officer of Thomas Cook (India) Limited, on May 12, 2026.

Thomas Cook (India) Limited announced its audited financial results for the fourth quarter and fiscal year ended March 31, 2026. The board approved the standalone and consolidated financial results during a meeting held on May 12, 2026. The statutory auditors, M/s. B S R & Co. LLP, issued an unmodified opinion on both standalone and consolidated financial statements. The board recommended a dividend of ₹0.50 per equity share for FY26, amounting to ₹235.2 Mn (gross), subject to shareholder approval at the Annual General Meeting scheduled for September 10, 2026.

Annual Financial Performance

For FY26, total consolidated income grew 3% year-on-year to ₹85,578 Mn. Revenue from operations on a consolidated basis reached ₹83,982 Mn compared to ₹81,396 Mn in the prior year. Total consolidated expenses rose to ₹82,249 Mn from ₹78,994 Mn. EBITDA for the full year stood at ₹5,871 Mn versus ₹6,217 Mn in FY25, while EBIT came in at ₹4,276 Mn compared to ₹4,798 Mn. Profit before tax (before exceptional items) for the year was ₹3,328 Mn, lower than ₹3,852 Mn in FY25. Reported PAT for FY26 stood at ₹2,205 Mn versus ₹2,584 Mn in FY25. On a standalone basis, net profit for the year increased to ₹1,195.3 Mn from ₹1,070.0 Mn, with total standalone income rising to ₹23,338.6 Mn from ₹22,439.7 Mn.

Metric FY26 (₹ Mn) FY25 (₹ Mn) YoY (%) Revenue from Operations 83,982 81,396 3% Total Income 85,578 82,845 3% EBITDA 5,871 6,217 (6%) EBIT 4,276 4,798 (11%) PBT (before exceptional items) 3,328 3,852 (14%) Reported PAT 2,205 2,584 (15%) Standalone Net Profit 1,195.3 1,070.0 12% Standalone Total Income 23,338.6 22,439.7 4%

Quarterly Performance

The fourth quarter results reflected a notable year-on-year decline across key metrics. Consolidated revenue from operations for Q4 stood at ₹17,707 Mn, down 10% from ₹19,689 Mn in Q4 FY25. EBITDA for Q4 declined to ₹1,131 Mn from ₹1,514 Mn, with EBIT falling 39% to ₹707 Mn. Profit before tax (before exceptional items) came in at ₹477 Mn versus ₹916 Mn in Q4 FY25, while reported PAT stood at ₹307 Mn compared to ₹660 Mn in the year-ago quarter. On a standalone basis, Q4 revenue from operations was ₹3,274.1 Mn against ₹3,922.9 Mn in Q4 FY25, with standalone net profit at ₹191.4 Mn versus ₹158.8 Mn.

Metric Q4 FY26 (₹ Mn) Q4 FY25 (₹ Mn) YoY (%) Revenue from Operations 17,707 19,689 (10%) EBITDA 1,131 1,514 (25%) EBIT 707 1,151 (39%) PBT (before exceptional items) 477 916 (48%) Reported PAT 307 660 (54%)

Segment Performance

The Travel & Related Services segment remained the largest revenue contributor, with FY26 revenue of ₹67,025 Mn, up 4% year-on-year. The Financial Services segment reported FY26 revenue of ₹3,261 Mn. The Leisure Hospitality & Resorts segment delivered its highest-ever Q4 revenue of ₹1,385 Mn, up 19% year-on-year, with full-year revenue of ₹5,336 Mn, up 7%. The Digital Imaging Solutions (DEI) segment reported FY26 revenue of ₹8,360 Mn, down 1% year-on-year.

Segment FY26 Revenue (₹ Mn) FY25 Revenue (₹ Mn) YoY (%) Q4 FY26 (₹ Mn) Q4 FY25 (₹ Mn) YoY (%) Financial Services 3,261 3,277 (0.5%) 813 787 3% Travel & Related Services 67,025 64,689 4% 13,569 15,723 (14%) Leisure Hospitality 5,336 5,006 7% 1,385 1,164 19% Digital Imaging Solutions 8,360 8,423 (1%) 1,940 2,015 (4%)

Strategic Developments

The board approved a Composite Scheme of Arrangement and Amalgamation involving Thomas Cook (India) Limited and its wholly owned subsidiaries, including Sterling Holiday Resorts Limited (SHRL), TC Visa Services (India) Limited, Jardin Travel Solutions Limited, and Borderless Travel Services Limited. The scheme provides for the demerger of the Resorts and Resort Management business into SHRL, with shareholders receiving 81 shares of SHRL for every 100 shares held in Thomas Cook (India) Limited. The scheme is subject to requisite statutory and regulatory approvals. The overall timeline is estimated to reach conclusion by Q1 FY28.

During the year, the company sold its immovable property located in Udyog Vihar Phase III, Gurugram (Haryana), resulting in a profit of ₹256.5 Mn (₹177.4 Mn net of tax), reported under exceptional items. The company also recognised an exceptional item of ₹174.8 Mn (standalone) and ₹301 Mn (consolidated) related to past service costs arising from the New Labour Codes notified effective November 21, 2025. Additionally, the company paid an ex-gratia of ₹171.0 Mn to Mr. Madhavan Menon upon his retirement as Executive Chairman on May 31, 2025. The company has opted to transition to the New Tax Regime effective FY 2026-27, resulting in a one-time deferred tax credit of ₹35.9 Mn for the year. Sterling Holiday Resorts Limited, a subsidiary, recognised a revaluation gain of ₹1,347.2 Mn (₹1,156.8 Mn net of tax) under Other Comprehensive Income during the year.

Source: Company/INE332A01027/c60fd218a9264a90.pdf

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