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Thomas Cook (India) Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1. The statement of unaudited standalone financial results ("the Statement") of Thomas Cook (India) Limited ("the Company") for the quarter and nine months ended December 31, 2018 have been reviewed by the Audit Committee and thereafter approved by the Board of Directors in the meeting held on 01 February, 2019.

2. The figures for the quarter and nine months ended 31 December 2018 was subjected to 'Limited Review' by the Statutory Auditor of the Company. The review report of Statutory Auditor is being filed with the Stock Exchanges.

3. These financial results have been prepared in accordance with Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules thereunder as amended from time to time and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

4. Pursuant to the provisions of the Listing Regulations, the Company will publish unaudited consolidated financial results in the newspapers.

5. During the quarter and nine months ended December 31, 2018 the company has allotted 164,455 and 462,059 equity shares of Rs. 1 each respectively to employees under Employee Stock Option Schemes of the Company. The Nomination and Remuneration Committee of the Board of Directors vide resolution dated October 05, 2018 and January 23, 2019 granted 1,747,692 and 231,965 Options under the Thomas Cook Employees Stock Option Scheme 2018 - Execom (ESOP 2018 - EXECOM) and the Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013) Respectively.

6. The shareholders approved final dividend for the year ended 31 March 2018 @37.5% on equity share of Rs. 1 each of the Company (i.e. Rs. 0.375 per equity share) at the Annual General Meeting held on 27 September 2018 and the same was paid on 11 October 2018.

7. The Board at its meeting held on December 19, 2018 approved amendments to the Composite Scheme of Arrangement and Amalgamation amongst Thomas Cook (India) Limited (TCIL'), Quess Corp Limited ('QCL'), Travel Corporation (India) Limited (TCI'), TC Forex Services Limited (formerly known as Tata Capital Forex Limited) (TCF'), TC Travel and Services Limited (TCTSL') and SOTC Travel Management Private Limited (formerly known as SITA Travels and Tours Private Limited) ('SOTC TRAVEL') and their respective shareholders ('the Scheme') in accordance with the provisions of Section 230 to 232 read with Section 52, 55, and 66 of the Companies Act, 2013. The Scheme inter-alia provides:

i. Demerger of the inbound business of TCI consisting of business of handling inward foreign tourist activity from TCI into SOTC TRAVEL; and

ii. Amalgamation of residual TCI, TCF and TCTSL with TCIL; and

iii. Demerger of the Human Resource Services Business of TCIL (including shares in QCL held by TCIL) into QCL. As a part of consideration, QCL will issue its own shares to the shareholders of TCIL.

The Scheme is subject to requisite statutory and regulatory approvals and sanction by the respective shareholders of each of the companies involved in the Scheme, hence no effect of the scheme is given.

8. During the nine months ended December 31, 2018,

a. The Company has completed the acquisition of 4.44% stake in Travel Corporation (India) Limited (TCI), i.e. 73,234 equity shares of face value Rs. 10/- each at Rs. 2,279.30 per share from Sterling Holiday
Resorts Limited, a wholly owned subsidiary of the Company. Pursuant to the said acquisition, the Company now directly holds 100% stake in TCI.

b. The Company subscribed 3,03,000 Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS), of Rs. 10 each offered by Sterling Holiday Resorts Limited, a wholly owned subsidiary of the Company, on rights basis.

c. The Company has completed the acquisition of 100% stake in TC Travel Services Limited (formerly known as TC Travel and Services Limited) from TC Tours Limited (formerly known as Thomas Cook Tours Limited), a wholly owned subsidiary of the Company.

d. Pursuant to the terms of issue of Non-Convertible Debentures (Unsecured) (NCD) that were issued and allotted on a private placement basis during the financial year 2013, the Company on 16 April 2018 redeemed the balance Non-Convertible Debentures (under Tranche III) aggregating to Rs. 3,334.0 lakhs.

e. Pursuant to the terms of issue of Non-Convertible Debentures (Unsecured) (NCD) that were issued and allotted on a private placement basis during the financial year 2015-16, the Company on 31 August 2018 redeemed Non-Convertible Debentures (under Series I) aggregating to Rs. 3,300.0 lakhs. Further, the Company on 24 September 2018, made early redemption of the balance Non-Convertible Debentures (Unsecured) (NCD) (under Series II and Series III) that were issued and allotted on a private placement basis during the financial year 2015-16 aggregating to Rs. 6,700.0 lakhs.

9. Effective 1 April 2018, the Company has adopted Ind AS 115 "Revenue from Contracts with Customers". The adoption of the standard does not have any material impact to the unaudited financial results of the Company.

10. Previous period figures have been re-grouped / re-classified wherever necessary, to conform to current period's classification.

Madhavan Menon
Chairman & Managing Director