Meeting Details

  • Date: Thursday, September 10, 2026
  • Time: 3:30 p.m. (IST)
  • Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Deemed Venue: Registered Office at 11th Floor, Marathon Futurex, N.M. Joshi Marg, Lower Parel (East), Mumbai, Maharashtra, 400013
  • Type of Meeting: 49th Annual General Meeting

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Audited Standalone Financial Statements: To consider and adopt the Audited Standalone Financial Statements for FY ended March 31, 2026, together with Reports of Board of Directors and Auditors.

2. Adoption of Audited Consolidated Financial Statements: To consider and adopt the Audited Consolidated Financial Statements for FY ended March 31, 2026, together with Report of Auditors.

3. Declaration of Dividend: To declare a dividend at the rate of 50% on equity share capital i.e. ₹0.5 (Rupees Fifty Paise only) per equity share of ₹1/- each, payable out of profits available for distribution for FY ended March 31, 2026.

4. Re-appointment of Director: To re-appoint Mr. Sumit Maheshwari (DIN: 06920646) as a Director liable to retire by rotation.

Special Business

5. Non Re-appointment of Director: Mr. Chandran Ratnaswami (DIN: 00109215), Director liable to retire by rotation, does not seek re-appointment. The resolution proposes not to fill the resulting vacancy.

6. Payment of Commission to Non-Executive Independent Directors: To approve payment of commission aggregating ₹17.7 million to Non-Executive Independent Directors for FY 2025-2026, based on number of days in office.

7. Variation in Remuneration of Managing Director: Special resolution to approve variation in terms and conditions of appointment and components of remuneration structure of Mr. Mahesh Iyer (DIN: 07560302) as Managing Director and Chief Executive Officer for the period from April 1, 2026 to July 4, 2028.

Detailed Remuneration Components for Mr. Mahesh Iyer

  • Base Salary: ₹11,250,000 per annum
  • Miscellaneous Allowance: ₹7,157,438 per annum
  • Performance Bonus: Discretionary, linked to performance
  • Perquisites:
  • Housing: HRA of ₹8,511,337 per annum or company-provided accommodation
  • Car/Conveyance Allowance: ₹5,010,000 per annum or company car with maintenance
  • Telephone Allowance: ₹240,000 per annum
  • Meal Allowance: ₹105,600 per annum
  • Child Education Allowance: ₹72,000 per annum
  • Medical Hospitalization Insurance
  • Personal Accident and Term Life Insurance
  • Health Check Up coverage
  • Retirement Benefits: Provident Fund, Superannuation, and Gratuity as per company rules
  • Annual Leave: 30 days inclusive of Casual and Sick Leave
  • Termination Terms: 12 months' notice or payment in lieu, with non-compete clause requiring 12 months' restrictive period with compensation equal to last drawn salary
  • Change of Control: Compensation equal to 12 months' salary if termination within 12 months of change in ownership/effective control

Voting Process and Methods

  • Remote e-Voting Period: Monday, September 7, 2026 (9:00 a.m. IST) to Wednesday, September 9, 2026 (5:00 p.m. IST)
  • Cut-off Date for Voting Rights: Thursday, September 3, 2026
  • Voting Methods:
  • Remote e-voting through NSDL platform
  • E-voting during AGM for members who haven't voted remotely
  • Video Conferencing/OAVM facility for attendance
  • Scrutinizer Appointment: Mr. P. N. Parikh (FCS 327, CP No. 1228) or failing him, Mr. Mitesh Dhabliwala (FCS 8331, CP No. 9511) or failing him, Ms. Sarvari Shah (FCS 9697, CP No. 11717) of M/s. Parikh & Associates, Practicing Company Secretaries
  • Results Declaration: To be announced after AGM and placed on company website and stock exchange websites

Shareholder Participation Details

  • Maximum VC/OAVM Participants: 1,000 members on first-come-first-served basis (excluding large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors)
  • Speaker Registration: Members must register at least 5 days in advance to ask questions during AGM
  • Quorum: Attendance through VC/OAVM will be counted for quorum under Section 103 of Companies Act, 2013
  • Proxy Facility: Not applicable as meeting is conducted only through electronic mode

Compliance Statements

  • The meeting is convened in compliance with MCA General Circular No. 20/2020 dated May 5, 2020, read with subsequent circulars including General Circular No. 03/2025 dated September 22, 2025
  • Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Compliance with Companies Act, 2013 and rules made thereunder
  • The notice and integrated annual report are available on company website at https://www.thomascook.in/annual-report

Financial Information

  • FY 2025-26 Standalone Revenue: ₹21,338.0 million
  • FY 2025-26 Standalone Profit Before Tax: ₹1,711.4 million
  • FY 2025-26 Standalone Net Profit After Tax: ₹1,195.3 million
  • FY 2025-26 Dividend Payout: ₹209.6 million
  • Comparative Figures:
  • FY 2024-25 Revenue: ₹20,737.1 million, PBT: ₹1,653.1 million, PAT: ₹1,070.0 million, Dividend: ₹279.3 million
  • FY 2023-24 Revenue: ₹19,977.0 million, PBT: ₹1,489.1 million, PAT: ₹966.8 million, Dividend: ₹188.5 million

Dividend Information

  • Cut-off Date: Thursday, August 27, 2026
  • Payment Date: On and from Wednesday, September 23, 2026
  • Payment Mode: Electronic only as per SEBI requirements effective April 1, 2024

Director Information

  • Mr. Chandran Ratnaswami: Non-Executive Director since August 22, 2012, not seeking re-appointment
  • Mr. Sumit Maheshwari: Non-Executive Director since September 27, 2018, seeking re-appointment
  • Mr. Mahesh Iyer: Managing Director & CEO since May 29, 2018, holds 389,954 equity shares
  • Independent Directors: Detailed profiles and remuneration information provided in Annexure B

Additional Compliance Information

  • The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of Companies Act, 2013 available for electronic inspection
  • The Register of Contracts or Arrangements in which Directors are Interested maintained under Section 189 of Companies Act, 2013 available for electronic inspection
  • Certificate from Secretarial Auditors regarding Employee Stock Option Scheme implementation available for inspection
  • Unpaid/unclaimed dividend details available on company website at https://www.thomascook.in/unclaimed-dividend