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Private & Confidential – Not for Circulation

Information Memorandum dated: 27th November 2015

Thomas Cook (India) Limited
CIN: L63040MH1978PLC020717
A public limited company incorporated under the Companies Act, 1956 whose equity shares and non convertible debentures are listed on the
BSE Limited and National Stock Exchange of India Limited.

Registered Office: Thomas Cook Building,
Dr. D. N. Road, Fort, Mumbai – 400 001
Tel: +91-22-61603333; Fax: +91-22-66091454
Website: www.thomascook.in; Email: sharedept@in.thomasscook.com

Company Secretary and Compliance Officer: Mr. R. R. Kenkare; Tel: (+91 22) 6609 1413; Fax: (+91 22)
2281 3432; Email: r.kenkare@in.thomascook.com

INFORMATION MEMORANDUM ISSUED IN CONFORMITY WITH NOTIFICATION NO LAD-NRO/GN/2013-14/11/6063
DTD 12TH JUNE 2013 OF SEBI (ISSUE AND LISTING OF NON-CONVERTIBLE REDEEMABLE PREFERENCE
SHARES) REGULATIONS 2013 AND PRIVATE PLACEMENT OFFER LETTER AS PER PAS-4 [PURSUANT TO
SECTION 42 OF THE COMPANIES ACT, 2013 AND RULE 14(1) OF THE COMPANIES (PROSPECTUS AND
ALLOTMENT OF SECURITIES) RULES 2014]. THIS INFORMATION MEMORANDUM IS NEITHER A PROSPECTUS
NOR A STATEMENT IN LIEU OF PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC
GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE NCCRPS TO BE ISSUED BY THE ISSUER.

ISSUE OF 12,50,00,000 LISTED NON CONVERTIBLE CUMULATIVE REDEEMABLE
PREFERENCE SHARES (THE “NCCRPS”), WITH A FACE VALUE OF RS. 10 EACH
AGGREGATING TO RS. 125,00,00,000 (RS. ONE HUNDRED TWENTY FIVE CRORES) ON A
PRIVATE PLACEMENT BASIS BY THOMAS COOK (INDIA) LIMITED (THE “COMPANY” OR
THE “ISSUER”)
GENERAL RISKS
Investors are advised to read the section titled “Management’s Perception of risk factors” carefully before taking
an investment decision in this issue. Investors are advised to take informed decision before taking an investment
decision in this offering. For taking an investment decision in the issue, the investors must rely on their
examination of the Issuer and the Issue and the Information Memorandum including the risks involved.
Prospective investors should consult their own legal, regulatory, tax, financial and/or accounting advisors about
risks associated with an investment in such an issue of NCCRPS and the suitability of investing in such
NCCRPS in light of their particular circumstances.

Investment in these NCCRPS involves a degree of risk and investors should not invest any funds in this issue
unless they can afford to take the risk of losing their investment. Potential investors are advised to read this
Information Memorandum carefully before taking an investment decision in this issue. For taking an investment
decision, investors must use their own judgment and rely on their own examination of the company and the
issue including the risks involved.

The Issue of NCCRPS has not been recommended or approved by Securities and Exchange Board of India
(SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

INSTRUMENTS OFFERED THROUGH THE OFFER DOCUMENT ARE NON CONVERTIBLE
REDEEMABLE PREFERENCE SHARES AND NOT DEBENTURES/BONDS. THEY ARE RISKIER
THAN DEBENTURES/BONDS AND MAY NOT CARRY ANY GUARANTEED COUPON AND CAN
BE REDEEMED ONLY OUT OF THE DISTRIBUTABLE PROFITS OF THE COMPANY OR OUT OF
THE PROCEEDS OF A FRESH ISSUE OF SHARES MADE, IF ANY, BY THE COMPANY FOR THE
PURPOSES OF THE REDEMPTION.

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ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information
contained in this Information Memorandum contains all the information with regard to the Issuer and the Issue
which is material in the context of the issue and that the information contained in this Information Memorandum
is true and correct in all material respects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this
Information Memorandum as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.

CREDIT RATING
The NCCRPS have been assigned a long term rating “[ICRA] AA-/Stable” (pronounced as ICRA double A
minus) with a Stable Outlook by ICRA pursuant to its letter dated October 19, 2015 for this issue.

ICRA’s rating should not be treated as a recommendation to buy, sell or hold the securities issued by the Issuer
and investors should take their own decision. ICRA’s ratings are subject to a process of surveillance, which may
lead to revision in rating or withdrawal of the rating at any time by the assigning rating agency and each rating
should be evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the
rating at any time on the basis of factors such as new information or unavailability of information or any other
circumstances, which it believes may have an impact.

All information contained herein has been obtained by ICRA from sources believed by it to be accurate and
reliable, including the Issuer. ICRA, however, has not conducted any audit of the Issuer or of the information
provided by it. While reasonable care has been taken to ensure that the information herein is true, such
information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no
representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such
information. Also, ICRA or any of its group companies may have provided services other than rating to the
Issuer. All information contained herein must be construed solely as statements of opinion, and ICRA shall not
be liable for any losses incurred by users from any use of this publication or its contents.

An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the Issuer
concerned to timely service debts and obligations, with reference to the instrument rated. Please visit ICRA’s
website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding.

LISTING
The NCCRPS are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”). BSE would be the designated stock exchange for the issue.

REGISTRAR TO THE ISSUE

M/s. TSR Darashaw Limited
6-10, Haji Moosa Patrawala Industrial
Estate 20, Dr. E. Moses Road, Mahalaxmi
Mumbai – 400 011
Contact Person: Shehnaz Billimoria

Tel: +91-22-66568484
Fax: +91-22-66568494
E-mail: SrBillimoria@tsrdarashaw.com

ISSUE SCHEDULE
Issue Opening Date : November 30, 2015 Issue Closing Date : November 30, 2015

The subscription list for the Issue shall remain open for subscription during banking hours for the period indicated above. However, the Board/Committee of Directors
(through its authorized signatories) reserves the right to postpone the issue schedule or close the issue on a later date. Postponement / Closure of such issue shall be
communicated by the Company appropriately.

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Information Memorandum Thomas Cook (India) Limited
Private & Confidential – Not for Circulation

TABLE OF CONTENTS

SR. NO PARTICULARS PAGE NO.
I DISCLAIMERS 4
II DEFINITIONS/ ABBREVIATIONS/ TERMS USED 6
III ISSUER INFORMATION 8
IV DETAILS OF DIRECTORS OF THE ISSUER 10
V DETAILS OF STATUTORY AUDITORS OF THE ISSUER 15
VI BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINES 16
OF BUSINESS (INCLUDING MANAGEMENT’S PERCEPTION OF RISK FACTORS)
VII BRIEF HISTORY OF THE ISSUER SINCE INCORPORATION, DETAILS OF 30
ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR
AMALGAMATION, CHANGES IN CAPITAL STRUCTURE (AUTHORIZED,
ISSUED AND SUBSCRIBED) AND BORROWINGS
VIII TERMS OF THE ISSUE 64
IX INFORMATION RELATING TO TERMS OF OFFER 72
X CREDIT RATING FOR THE PREFERENCE SHARES 82
XI STOCK EXCHANGES WHERE PREFERENCE SHARES ARE PROPOSED TO BE 83
LISTED
XII MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL 84
OBLIGATIONS OF THE ISSUER
XIII DISCLOSURES UNDER FORM NO PAS-4 85
XIV ANNEXURES 91

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legal. such information or representation must not be relied upon as having been authorized by the company. Understand the nature of the NCCRPS and the risks involved in investing in them including for any reason having to sell them or be made to redeem them before final redemption date. No person has been authorized to give any information or to make any representation not contained in this IM or in any material made available by the company to any potential investor pursuant hereto and. Page 4 of 96 . DISCLAIMERS 1. Apart from this IM. if given or made. It is not intended for distribution to any other person and should not be reproduced by the recipient. Neither this IM nor any other information supplied in connection with the NCCRPS is intended to provide the basis of any credit or other evaluation nor any recipient of this IM should consider such receipt a recommendation to subscribe to any NCCRPS. and its own appraisal of the creditworthiness of the company. Any application by a person to whom the IM and/or the application form has not been sent by the company shall be rejected. DISCLAIMER OF THE ISSUER This private placement offer letter / information memorandum (“IM”) is neither a prospectus nor a statement in lieu of prospectus. This IM has been prepared to provide general information about the Company and terms and conditions. The person to whom a copy of this IM is sent is alone entitled to apply for the NCCRPS. This IM has been prepared in accordance with the provisions of Securities and Exchange Board of India (Issue and Listing of Non Convertible Redeemable Preference Shares) Regulations. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the NCCRPS to the public in general. The IM is made available to investors on the strict understanding that it is confidential. 2013 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules. It is the responsibility of the investors to also ensure that they will sell these NCCRPS in strict accordance with the terms and conditions of this IM and applicable laws. including the nature of the NCCRPS. tax and other professional advisors as to the risks and investment considerations arising from an investment in the NCCRPS and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. The contents of this IM are intended to be used only by those investors to whom it is specifically been addressed. so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act. This IM does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the NCCRPS to the public in general. to potential investors to whom it is addressed and who are willing and eligible to subscribe to the NCCRPS. this IM has neither been delivered for registration nor is it intended to be registered. Each person receiving this IM acknowledges that such person has been afforded an opportunity to: A. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation I. Potential investors should consult their own financial. and C. Verify the accuracy of or to supplement the information herein. 2013 and private placement offer letter as per PAS-4 [pursuant to Section 42 of the Companies Act. No invitation is being made to any persons other than those to whom application forms along with this IM have been sent. and B. This IM is not intended to be circulated to more than 200 (two hundred) persons in the aggregate in a financial year. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. no offer document or prospectus has been prepared in connection with the offering of this issue or in relation to the company nor is this IM required to be registered under the applicable laws. Request and to review and has received all additional information considered by an investor to be necessary. This IM does not purport to contain all the information that any potential investor may require. Accordingly. The person who is in receipt of this IM shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding its contents. without the prior written consent of the company. 2014]. Each investor contemplating the subscription of any NCCRPS should make its own independent investigation of the financial condition and affairs of the company.

It is to be distinctly understood that this Information Memorandum should not. However. The NCCRPS have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA Pursuant to Rule 14 (3) of the Companies (Prospectus & Allotment of Securities) Rules. The SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made. nor do they take responsibility for the financial or other soundness of this Issuer. certify or endorse the correctness or completeness of any of the contents of this Information Memorandum. cleared or approved by SEBI. within a period of thirty days (30) of circulation of this Information Memorandum. It is to be distinctly understood that such submission of the Information Memorandum with BSE/NSE or hosting the same on the website of BSE/NSE should not in any way be deemed or construed that the Information Memorandum has been cleared or approved by BSE/NSE. Mumbai along with such fees as provided in the Companies (Registration Offices and Fees) Rules. be deemed or construed that the same has been cleared or vetted by SEBI. It is to be distinctly understood that this Information Memorandum should not. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation The Company accepts no responsibility for statements made. in any way. with the Issuer. any irregularities or lapses in this Information Memorandum. nor does it warrant that this Issuer’s securities will be listed or continue to be listed on BSE/NSE. a copy of this Information Memorandum has been submitted to BSE Limited (hereinafter referred to as “BSE”) & National Stock Exchange of India Limited (hereinafter referred to as “NSE”) for seeking in principle approval for listing of the NCCRPS. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry. 2014. nor does it in any manner warrant. a copy of this Information Memorandum shall be filed with the Registrar of Companies. SEBI reserves the right to take up at any point of time. be deemed or construed that the same has been cleared or vetted by SEBI. This Information Memorandum shall also be filed with SEBI as per extant provisions. or for the correctness of the statements made or opinions expressed in this Information Memorandum. The NCCRPS have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. This IM has not been submitted to. in any way. its management or any scheme or project of the Issuer. other than in this IM and any other material expressly stated to be issued by or at the instance of the company in connection with the issue of NCCRPS. Page 5 of 96 . 2014. material or statement would be doing so at their/its own risk. and that anyone placing reliance on any other source of information. investigation and analysis and shall not have any claim against the stock exchange or any agency whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. DISCLAIMER OF THE STOCK EXCHANGES As required.

the format of which is enclosed herewith as Annexure 2 to be obtained by an applicant. at its sole discretion.10/. 2013 and the rules made thereunder to the extent in force pursuant to the notification of the Notified Sections Company / TCIL / Issuer Thomas Cook (India) Limited Non Convertible Cumulative Listed Non Convertible Cumulative Redeemable Preference Shares of face Redeemable Preference value of Rs. Mittal Court. 1956 or the Companies Act. Depositories Act The Depositories Act. 2013 The Companies Act. : 2311685181 IFSC Code : KKBK0000958 Address of branch : II-5C. Nariman Point. Application Money The money credited by an applicant to the Designated Account of the Issuer for the purpose of subscription to the NCCRPS Articles of Association / Articles The Articles of Association of the Company Beneficiary/Beneficiaries Those persons whose names appear on the beneficiary details provided by the Depositories (NSDL and/ or CDSL) as on the record date Board/Board of Directors The Board of Directors of the Company BSE BSE Limited CDSL Central Depository Services (India) Limited CIN Corporate Identification Number Companies Act/Act The Companies Act. 224. starting which all benefits under the NCCRPS including dividend on the NCCRPS shall be deemed to be available to the NCCRPS holder(s). Nariman Point Branch Code : 958 Account Title : Thomas Cook (India) Limited–NCCRPS 2015 Account No. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation II.each being issued by the Company in accordance with Shares/NCCRPS this IM CRR Capital Redemption Reserve Cr/Cr. Mumbai – 400021. 1996. duly stamped by the RTA at the time of deposit of the Application Form. 1956 and the rules made thereunder (without reference to the provisions thereof that have ceased to have effect upon the notification of the Notified Sections) Companies Act. DEFINITIONS/ ABBREVIATIONS/TERMS USED Term Full Form / Meaning Acknowledgement Slip Means the acknowledgment slip. Maharashtra Page 6 of 96 . as applicable. Application Form The application form circulated along with this IM to be used for the purposes of applying for the NCCRPS as Annexure 2. as may be amended/ modified/ substituted from time to time Companies Act. as amended from time to time Designated Account Company’s bank account for collecting the Application Money. Crore/Crores CY Calendar Year Depositories NSDL and CDSL Deemed Date of Allotment 1st December 2015 or such other later date as may be decided by the Issuer. 1956 The Companies Act. having the following details: Beneficiary Name : Thomas Cook (India) Limited Bank Name : Kotak Mahindra Bank Limited Branch Name : Mittal Court./CR. 2013.

Issue Issue by the Issuer of 12. with a view to offering the NCCRPS for sale (being offered on a private placement basis) under this IM.000 NCCRPS.00. 2013. aggregating to INR 125. specifically addressed to such person.00. as amended from time to time.000 on a private placement basis Listing Agreement The Listing Agreement to be entered into between the Issuer and BSE and NSE where the NCCRPS are proposed to be listed in the form as may be specified by SEBI from time to time MCA Ministry of Corporate Affairs. for issue of 12. 2013 issued vide Notification No. 2015 issued in Private Placement Offer Letter conformity with Form PAS-4 prescribed under Section 42 of the Companies Act.00.000 listed NCCRPS with a face value of Rs. Government of India Memorandum of Association The Memorandum of Association of the Company NCCRPS Non Convertible Cumulative Redeemable Preference Shares NCCRPS Holders Persons who are for the time being holders of the NCCRPS and whose names are last mentioned in the NCCRPS Register and shall include Beneficiaries NCCRPS Register The Register of Members maintained by the Company and/or the Registrar and Share Transfer Agents (RTA) NEFT National Electronic Funds Transfer NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited Notified Sections Sections of the Companies Act. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Term Full Form / Meaning DP Depository Participant ECS Electronic Clearing Service EPS Earnings Per Share FI/FIs Financial Institutions FY Financial Year GOI Government of India ICRA ICRA Limited INR/Rupees/Rs. LAD- NRO/GN/2013-14/11/6063 dated 12th June.00. 2013 that have been notified by the Government of India PAN Permanent Account Number RBI Reserve Bank of India Record Date 15 days prior to each coupon payment date and/or redemption date RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India SWIFT Society for Worldwide Interbank Financial Telecommunication TDS Tax Deducted at Source Page 7 of 96 . 2013 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules.00. 125. 10 each./Rs/Re Indian National Rupee Investors Those persons (who fall within a class listed under the heading ‘who can apply’ of this IM) to whom a copy of this IM may be sent.00. aggregating to Rs.50.000 Information Memorandum/ IM/ Private Placement Offer Letter dated November 27. 2014 and Securities and Exchange Board of India (Issue and Listing of Non Convertible Redeemable Preference Shares) Regulations.50.

kenkare@in. Mumbai – 400 001 Tel : +91 6609 1413 Fax.com Chief Financial Officer : Mr. Moses Road.thomascook. Dr. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation III. Road. Mahalaxmi. E. R. Haji Moosa Patrawala Industrial Estate. Kenkare the Issuer President & Head – Legal & Company Secretary Thomas Cook Building.com Credit Rating Agency of the ICRA Limited Issue : Registered office : Kailash Building. No. D. 11th Floor. Mumbai – 400 001 Tel. D. Fort Mumbai – 400 001 Tel: +91 (22) 3984 1000 / 2265 1682 Fax: +91 (22) 2265 8245 Page 8 of 96 .com Compliance Officer of : Mr.nandy@in. New Delhi—110001 Credit Rating : Long term rating of “[ICRA] AA-/Stable” (pronounced as ICRA double A minus) with a Stable Outlook Auditors of the Issuer : Lovelock & Lewes Chartered Accountants Legal Advisors to the Issue : Desai & Diwanji Lentin Chambers Dalal Street. Tel : +91-22-6656 8484 Fax. Road. N. 20. Dr.thomascook. Dr. R. Kasturba Gandhi Marg.thomascook. N.Commercial Thomas Cook Building. Mumbai – 400 001 Tel : +91 6609 1004 Fax. D. : +91-22-6160 3333 Fax No. Fort. Fort. Dr.: +91-22-2287 1069 E-mail: debasis.: +91-22-2281 3432 E-mail: r. : +91-22-6609 1454 Website : www. ISSUER INFORMATION Name of the Issuer : Thomas Cook (India) Limited Registered Office & : Thomas Cook Building. Debasis Nandy of the Issuer Chief Financial Officer & President.thomascook.com Registrar to the Issue : M/S TSR Darashaw Limited 6-10. Mumbai 400 011. N. : +91-22-6656 8494 E-mail: csg-unit@tsrdarashaw.in Email : sharedept@in. 26. Road. Corporate Office Fort.

FROM WHICH THE BENEFITS OF THE NCCRPS SHALL ACCRUE TO THE INVESTORS. 2015 OR SUCH LATER DATE AS MAY BE ALLOTMENT DECIDED BY THE COMPANY AT ITS SOLE DISCRETION. 2015 ISSUE CLOSES ON NOVEMBER 30. ISSUE OPENS ON NOVEMBER 30. Page 9 of 96 . Postponement / Closure of such issue shall be communicated by the Company appropriately. However. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Issue Programme The subscription list for the Issue shall remain open for subscription during banking hours for the period indicated above. 2015 PAY IN DATES PAY IN DATE SHALL BE SAME AS THE DATE ON WHICH THE APPLICATION FORM IS SENT AND PAYMENT IS MADE DEEMED DATE OF DECEMBER 01. the Board/Committee of Directors (through its authorized signatories) reserves the right to postpone the issue schedule or close the issue on a later date.

Luxe Asia (Private) Limited 11. Mr. 3. Ltd. Name. Thomas Cook (Mauritius) Holding Co. Mr. The composition of the Board of Directors of the Issuer as on date of this Information Memorandum is as under: Sr. Khar Limited Managing Director (West). United Spirits Limited. we are required to have not less than three (3) directors and not more than fifteen (15) directors. 2012 Insurance Company Page 10 of 96 . Thomas Cook (Mauritius) Travel Ltd. Near 2009 Education Society Non-Executive Wadala Flyover. Kuoni Travel (China) Limited 3. East India Investment Co Pvt. 2. Gwalior Webbing Co. 2. DETAILS OF DIRECTORS OF THE ISSUER 1. ICICI Bank Limited. Ltd 7. Madhavan Flat No. Blue Star Limited 6. Horizon Travel Holdings (Hong Kong) Private Limited 9. Indian School of Business DIN: 00327684 5. CURRENT DIRECTORS OF THE ISSUER Under our Articles of Association. Age Residential Address Director of Other Directorships No. Ltd. 10. Thomas Cook Lanka (Private) Limited 6.702. Cedar Management DIN: 00008542 Mumbai – 400 052 Consulting Private Limited 3. Travel Corporation (India) Menon 60 Pearl. Sterling Holiday Resorts Limited (Formerly known as Thomas Cook Insurance Services (India) Limited) 8. 5. 2. Supreme 1st May 2000 1. Wipro Limited (Independent) Mumbai – 400 037 4. Asian Paints Limited Chairman Wadala (East). 29th May 1. Quess Corp Limited (Formerly Ikya Human Capital Solutions Limited) 7. 22nd Aug 1. Chandran 177 McKee Avenue. Horizon Travel Holdings (Singapore) Private Limited 10. 17th Road. Mr. 4. Designation and (in years) the DIN Company since 1. The Anglo Scottish Kumar Sharma 68 Barkat Ali Road. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation IV. Mahendra 192 Centrum Towers. Pvt. ICICI Lombard General Ratnaswami 66 Toronto. 8. Atria Convergence Technologies Private Limited 9.

Harsha 2. FAL Corporation 12. Corporation 14. Thomas Cook (Mauritius) Director Mumbai – 400 026 Operations Co. Dahanukar 2012 Limited Non-Executive Marg. Thomas Cook (Mauritius) Holidays Ltd 4. Nations Trust Bank PLC 7. ORE Pvt. National Collateral Management Services Limited 12.L. Horizon Travel Holdings (Hong Kong) Private Limited Page 11 of 96 . Ltd DIN:01761512 3. “Shree Sadan”. 11. Fairfax India Holding Corporation 4. HWIC Asia Limited. Ltd. Name. M2N 4C6 Limited Director Canada 2. Fairbridge Capital Private Raghavan 44 4. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Sr. Thai Reinsurance Public Company Limited 13. Zoomer Media Limited. Fairfax India Holdings Corporation 8. 8. M. Quess Corp Limited (Formerly Ikya Human Capital Solutions Limited) 6. Canada 6. 2. Designation and (in years) the DIN Company since Non-Executive Ontario. Mauritius 10. Mr. Fairbridge Capital Private DIN:00109215 Limited 3. Age Residential Address Director of Other Directorships No. Thomas Cook (Mauritius) Travel Ltd 5. Cheran Enterprise Private Limited. Fairfax Asia Ltd. RIDLEY Inc. Thomas Cook (Mauritius) Holding Company Limited 10. Sterling Holiday Resorts Limited (Formerly known as Thomas Cook Insurance Services (India) Limited) 11. Canada 7. IIFL Holdings Limited 4. 22nd Aug 1. National Collateral Management Services Limited 5. First Capital Insurance Limited 9. Thomas Cook Lanka (Private) Limited 9.

2. Age Residential Address Director of Other Directorships No. Singapore None of the current directors of the Issuer appear in the RBI’s defaulter list or the Export Credit Guarantee Corporation of India Limited (ECGC)’s defaulter list. Shriram Transport Finance DIN:01344073 Co. 25th Jan 2013 1. Ltd 5. Uday Chander 00079129 29th October. Pravir Kumar 00082545 10th April. Haldyn Glass Ltd Udeshi 31. - Non-Executive Director (Independent) Mr. Ingenium Advisory Pte. Kishori Udeshi 01344073 25th January. Non-Executive Link Road Ltd. Name. Luxe Asia (Private) Limited 15. Director Mumbai 400 060 2. Kishori 72 15 Sumit Apartments. Quess Corp Limited DIN:00082545 (Formerly known as Ikya Human Capital Solutions Limited) 4. (India) Pvt. Ltd. 2. Shriram Automall India Limited 6. 2015 . 2013 . 2015 Resignation Khanna Non-Executive Director (Independent) Page 12 of 96 . Horizon Travel Holdings (Singapore) Private Limited 14. Tech Advisory Board Private Limited 5. 2012 1st September. ELANTAS Beck India Limited 7 Mr. Carmichael Road. Mrs. Goldman Sachs Asset Kumar Vohra Jogeshwari Vikhroli 2015 Management (India) Pvt. CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS Changes in the Board of Directors of the Issuer during the last three years are as under: Name & DIN Date of Date of Reason/ Remarks Designation Appointment Cessation/Resignation Mrs. Technology Artists Pvt. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Sr. Designation and (in years) the DIN Company since 13. - Vohra Non-Executive Director (Independent) Mr. Oberoi Splendor 10th April 1. ION Exchange (India) Ltd (Independent) 4.400 026 3. Ltd. Pravir 61 E602. (Independent) 3. Kuoni Travel (China) Limited 6. HSBC Asset Management Non-Executive Cumballa Hill. Ltd Director Mumbai.

Canada. Harsha Mr. His previous assignment prior to joining TCIL was as Chief Operations & Administrative Officer of Birla Sunlife Asset Management Co. MBA. Mr. She was the first Executive Director of the RBI to be nominated on the Board of State Bank of India. Madhavan Mr. As Deputy Governor. he is responsible for all Fairfax and subsidiary investments in Asia. Sharma is also actively involved in various industry associations. 01761512) Harsha Raghavan is the Managing Director & CEO of Fairbridge Capital Private Limited. Mr. He joined Hindustan Lever Limited in 1974 as Legal Manager (DIN: 00327684) and worked in various areas including taxation. a Mumbai based wholly owned investment advisory company of Fairfax Financial Holdings Limited. born on 12 February 1955. Mr. As Deputy Governor. Chandran Ratnaswami is the Managing Director of Hamblin Watsa Investment Counsel Limited. 2012 Resignation Billimoria 1983 Non – Executive Director (Independent)* Mr. Mr. At Hamblin Watsa. Ratnaswami holds a Bachelor’s degree in Civil Engineering from I. 2006 31st December. 2009 1st August. India and an MBA from the University of Toronto. In 2006.A. He holds Kumar Sharma Bachelor’s Degree in Arts as well as Law. He has a total experience of over 33 years. Madhavan Menon. Hamblin Watsa (DIN: 00109215) provides discretionary investment management to all of the insurance and reinsurance subsidiary companies of Fairfax and currently manages approximately $ 24 Billion. 2012 Resignation Rajwade Non. Prior to joining Hamblin Watsa. K. a Ratnaswami wholly owned investment management company of Fairfax Financial Holdings Limited. Mrs. (B. was appointed (DIN: 00008542) as an Additional and Executive Director-Foreign Exchange for 3 years with effect from 1st May. 2006. 2014 Resignation Ramachandran Non-Executive Independent Director* * Designation indicated above is as on the date of resignation 3.Executive Director (Independent)* Mr. Krishnan 00193357 29th May. Mr. Goldman Sachs PIA and Indocean Chase Capital. (AMC) Ltd. Mr.I. Kishori Udeshi Mrs. re-appointed for a further period of 3 years with effect from 1st May. the RBI appointed her as Chairperson of The Banking Codes and Standards Board of India. George Washington University. His expertise spans over Banking. set up by the Bank for International Settlements. Finance and Travel-related Foreign Exchange Management. BRIEF PROFILE OF THE DIRECTORS OF THE COMPANY Name of the Profile Director Mr.) Ltd. Mr. Finance & Menon International Business.T Madras. USA. M. Anant Vishnu 00007232 21st January. Kishori Udeshi has an M. Degree in Economics from Bombay University. Harsha Raghavan has been involved with the Indian private equity industry since 1996 and previously held leadership roles at Candover Investments. 2003. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Mr. (Business).. He was appointed as the Managing Director of Thomas Cook (India) Limited (TCIL) with effect from 27th April. Mr. shares and legal. USA). Hoshang S. He was inducted into the Board of Hindustan Lever Limited in August 1995 and was the Vice Chairman from April 2000 till May 2007. NABARD. 2009 5th August. 2000 . She moved on to a (DIN: 01344073) professional career in central banking and became the first woman to be appointed as Deputy Governor of the RBI. 31st December. He is a Member on the Board of Governors of the Anglo Scottish Education Society. of the Basel Committee on Banking Supervision. Citibank and ANZ Grindlays Bank. she was on the Board of SEBI. Ratnaswami was owner/president of an industrial distribution company and a senior executive at a large multinational consumer packaged food company. Chandran Mr. one of her portfolios was the regulation and supervision of the banking and non-banking sector. Switzerland. both from Stanford Raghavan (DIN: University and a BA from UC Berkeley where he double majored in Computer Science & Economics. Harsha Raghavan holds MBA and MS in Industrial Engineering degrees. Ramesh Savoor 00149089 29th May. George Washington University. 00005003 7th December. She represented the RBI on the Core Principles Liaison Group and the Core Principles Working Group on Capital. 2014 Resignation Non-Executive Independent Director* Mr.A. Mahendra Mr. Exim Bank and was the Chairperson of Bharatiya Reserve Bank Note Mudran (Pvt. She Page 13 of 96 . Sharma retired as the Vice-Chairman of Hindustan Lever Limited in May 2007.

Purohit* NIL NIL NIL 17.696 1. December.500.696 1.500.087 Mr.427 20.508 Mr. Rakshit Desai* NIL NIL NIL 31.586 Mr. Mahendra Kumar Sharma NIL 1. Pravir Kumar Vohra is a postgraduate in Economics from St.000 1. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation demitted this office in December 2011.371.484. before he took voluntary retirement in 1999 was as head of the Bank’s Forex Division at New Delhi. Uday Chander Khanna* NIL 1. UIDAI. Mr.508 Mr.508 Mr.000 259. set up by the Government of India.000 1.500. Mr.484. NPCI & Power Exchange of India Ltd.484.914. He served a brief stint in the Corporate Banking group of Times Bank Ltd. Pravir Kumar Vora NIL NIL NIL NIL Mr.484.696 1. His last assignment.277 Mr. DETAILS OF KEY MANAGERIAL PERSONNEL Name Designation Mr. Hoshang Billimoria* NIL NIL NIL 1. and as an independent director on MCX India Ltd.508 *Presently not on the Board of the Company Note: The above remuneration amounts include commission but does not include sitting fees (if any) paid/payable to the Directors.463 45. Kishori Udeshi NIL 1. Kenkare President and Head – Legal & Company Secretary Mr.455. before moving to the ICICI Bank Limited where he headed the Technology function for many years. September 31. infrastructure and administration including the roll out of new branches and ATMs. 5. Krishnan Ramachandran* NIL 675.415.313.734 1.415.500.046.484. He has also served as a nominee director on the boards of Loyalty Solutions & Research Pvt. Vohra is mentoring start-ups in the payments space and also serves on the Technology Advisory Committees of organizations like the Bombay Stock Exchange. Madhavan Menon Managing Director Mr.700. Madhavan Menon 26. Vinayak K. Harsha Raghavan NIL NIL NIL NIL Mr. Chandran Ratnaswami NIL NIL NIL NIL Mrs. 4. Stephen’s College. IBA and the RBI. University of Delhi Vohra and a Certified Associate of the Indian Institute of Bankers.178 1. She was a Member of the Financial Sector Legislative Reforms Commission chaired by Justice SriKrishna. Vohra has served on numerous technology & functional committees set up by organizations such as the CBDT. Anant Vishnu Rajwade* NIL NIL NIL 1. Debasis Nandy Chief Financial Officer & President – Commercial Page 14 of 96 . First source Solutions Ltd. R. Ramesh Savoor* NIL 662. ICICI Securities Ltd. He has worked for over 23 years with State (DIN: 00082545) Bank of India at a number of senior positions both in India and abroad. Ltd.000 1.758 Mr. 2015 Mr.415.443 37.000 NIL Mr. NCDEX.508 Mr. Post his retirement as President & Group CTO of ICICI Bank Limited in 2012. He was also additionally responsible for facilities management. 2015 2013 2012 30. Mr. R. Pravir Kumar Mr. DETAILS OF REMUNERATION PAID TO THE DIRECTORS IN THE CURRENT YEAR AND PRECEDING THREE FINANCIAL YEARS/PERIODS In INR Name of the Director 6 months 15 months Year ended Year ended ended ended March December.500.

CHANGE IN STATUTORY AUDITORS OF THE ISSUER SINCE LAST THREE YEARS Changes in the statutory auditors of the Issuer during the last three years are as under: Name Address Date of Date of Auditor of Remarks Appointment Cessation/ the Issuer Resignatio since n None Page 15 of 96 . CURRENT STATUTORY AUDITORS OF THE ISSUER Details of the statutory auditors of the Issuer for period (15 months) ended 31st March 2015 is as under: Name of Statutory Auditors Firm Registration Address & Contact Details Auditor since No. Veer Savarkar Marg Year 1997 Chartered Accountants Opposite Shivaji Park. Lovelock & Lewes 301056E 252.pwc.pai@in. Dadar (W) Mumbai – 400 028 Tel : + 91 22 6669 1094 E-mail: nagnath.v.com 2. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER 1.

Overseas Education i. leisure and business travelers. It is one of the largest Travel and Foreign Exchange Companies in India offering a wide spectrum of services that includes the following-  Foreign Exchange  Corporate Travel Management  MICE (Meetings. As an Authorised Dealer in foreign exchange. Bulk purchases/sales of foreign currencies from/to authorized dealers. Maintenance of close relatives abroad k. Under this license. Restricted Money Changers (RMCs). Page 16 of 96 . Medical Treatment abroad h. 1978 under the Companies Act. etc. Private Visits b. people traveling for employment. granted permission to undertake following activities: 1. Business Travel d. students going abroad for higher studies. Release / remittance of foreign exchange for following activities: a. Maintenance of foreign currency accounts with banks abroad and undertaking forex cover operations in India and abroad. etc. Incentives. this has helped the Company to further consolidate its position in the foreign exchange market. Foreign Exchange (Forex) Business Model The Company has been granted an Authorized Dealer’s license (Category II) by the RBI to deal in foreign exchange through its designated branches. Stall rentals and participation fees in connection with participation in overseas exhibitions /fairs 4. the Company provides foreign exchange and payment solutions to other Authorised Dealers. OPERATIONS: I. medical treatment. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINES OF BUSINESS 1. Payment of crew wages f. It is one of the few non-banking institutions to have been granted a Category II Authorised Dealer’s license to deal in foreign exchange by the RBI. Over the years. Film Shooting g. Fee for participation in global conferences and specialized training e. FOREIGN EXCHANGE The Company is one of India’s largest foreign exchange dealers in both wholesale and retail segments of the market. Full Fledged Money Changers (FFMCs). The merger of LKP Forex Ltd. Exhibitions)  Leisure Travel  E Business  Visa processing  Centre of Learning (COL) A. money changers. 1956. Remittance under educational tie up arrangements with universities abroad j. the Company has been. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation VI. with the Company gave it an opportunity to grow its business with expanded product portfolio through enhanced network. Remittance by tour operators/travel agents to overseas agents/principals/hotels c. Conferences. emigration. Import and export of foreign currency and export of encashed Traveler’s Cheques 5. OVERVIEW The Company was incorporated on October 21. 3. Retail purchases/sales of foreign currencies and traveler’s cheques 2. inter-alia.

The Company consolidates the offloaded currencies at a central place and then physically exports them to banks in other parts of the world to receive credit for the same in its Nostro accounts. The Company’s business model revolves around leveraging its position as an Authorized Dealer with systems. The Company’s Forex business can be classified into two segments – Retail and Bulk (Wholesale) business. pre paid international cards. Non Bank Retailers and Money Changers. Products and Services As an Authorised Dealer.These are Multi Currency cards which can be loaded with 8 foreign currencies • Foreign Currency Drafts • Wire transfer of Funds • Remittance of money into India through Money Gram/Xpress Money Page 17 of 96 . FFMCs. The Company earns its revenue from the spread between the buy and sell rate for forex and commissions for its services. medical treatment  Remittances for students studying abroad. etc. RMCs. Retail business relates to providing foreign exchange services to travelers visiting India or going out of India. employment. etc. As an Authorized Dealer. Some of the products and services are: • Purchase and Sale of currency notes in 30 destination currencies • Purchase and Sale of foreign currency denominated travelers cheques • Thomas Cook Borderless Prepaid Cards. Non Resident / Resident Indians • Corporates  Travel money and remittances for business travelers  Onsite support for inbound tour conferences  Film production houses traveling for shoots abroad  Remittances of tour proceeds for tour operators • Institutions  Bulk purchases and sales of foreign currencies from Banks. inbound and outbound remittances and Money Transfers (“MT”). The Company provides foreign exchange and payment solutions for: • Individual travelers  Foreign exchange for leisure outbound travelers  Foreign Exchange for migration.  Encashment services & inward remittances for inbound tourists visiting India. Bulk business comprises providing currency buying and selling services to institutions like banks.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation The activities permitted by the RBI are carried out only at the specific locations permitted by the RBI. the Company’s services include wholesale and retail purchase and sale of currency notes. gift remittances. the Company is a member of the Foreign Exchange Dealers’ Association of India. Purchase and Sale of Traveler Cheques (“TC”). ability and experience of handling large volumes of forex transactions for both wholesale and retail customers in a highly cost-efficient manner.

Inbound 3. culture-cuisine experiences. distributors and more. corporates are serviced either by having a dedicated relationship team which visits the client’s office regularly or having a dedicated & expert travel consultant with Centralized Reservation System located at the client’s site as an ‘implant’. India’s leading quizmaster and organized by Greycaps. the Company offers a wide range of services directly as well as through subsidiaries which include: 1. CORPORATE TRAVEL MANAGEMENT Corporate travel management forms a large share of the overall travel business of the Company. travel insurance. the Company takes care of the air ticketing requirement of the client. Based on requirements and volumes of business. romantic honeymoons. B. cruises and more. Leisure Travel . family sightseeing tours. The Inbound business helps visitors explore and enjoy the vast diversity and beauty that India has to offer. the aspirations of this group are quite high when it comes to holidaying or travelling abroad.Outbound 2. The event was supported by Tourism Boards of Switzerland. Travel Quest: To access the growing student study tour segment opportunity.e. IV. MICE (MEETINGS. Some new initiatives that were undertaken recently are: A. Leisure Travel – Inbound: Inbound tourist refers to tourists/ travelers coming to India. The highly professional and experienced MICE team offers 360 degree solutions to large and small groups including in-house event management capabilities. INCENTIVES. Domestic Travel 1.Outbound segment is one of the largest components of Company’s travel businesses as well as the fastest growing with an impressive array of International holiday packages covering a wide spectrum of customized holidays for Individuals (FIT) and Group Departures (GIT). the Company created an innovative product called the Thomas Cook “Holiday Savings Account” (HSA) that offers customers the opportunity to afford a better holiday. Singapore & Picardy (France). Leisure Travel – Outbound: Outbound tourist refers to Indian Nationals travelling out of India. The Company’s product portfolio includes short break getaways.100 schools across 16 cities. The Leisure Travel. event management. etc. The MICE division of the Company serves a diverse range of clientele. LEISURE TRAVEL Under the Leisure Travel segment. Holiday Savings Account: The Company realized that a large portion of the middle class couldn’t afford to go on International packages which needed a significant amount to be paid at one go. accommodation. 2. Page 18 of 96 . The quiz was curated by Giri ‘Pickbrain’. Under Corporate Travel Management. the Company created ‘India’s first nation-wide Inter-School Travel Quiz’ which reached out to 1. thereby bringing savings on the spend. adventure and life-style holidays. Indian corporate houses. The Leisure Travel. Company’s large scale of operations enables it to effectively manage travel budgets of several Multi National Companies. III. covering corporate dealers. Marrying these three insights. visas. CONFERENCES & EVENTS) MICE is a One Stop Shop for all travel needs of the corporate customer i. home grown businesses and SMEs. It’s also well known that Indians love to save. The Company is also now focusing on providing Online booking tool to its corporates to make it easier for them to cater to their travel requirements.Asia’s largest Quizzing organization. Leisure Travel . blue-chip companies and multinational banks to their advantage. Company’s branches specialize in offering tailor-made Travel solutions for each corporate. forex. At the same time.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation II. eco-friendly and wildlife packages. The Company manages the travel budgets of several large national and multinational companies.Inbound segment helps promoting India as an exotic and attractive tourist destination. air tickets.

hotel packages. Its global reach and passion for travel uniquely position it to offer multiple travel choices and value for products. Business Travellers. VI. VISA PROCESSING TCIL has always endeavoured to be a ‘One Stop Shop’ of all travel products to its customers and to achieve that TCIL has launched its own Visa & Passport Services. etc. wildlife safaris. COMPANY’S NETWORK The Company (excluding offices of Quess Corp Limited. The Center of Learning is also involved in destination training and has been an official training partner for tourism boards like the Swiss Tourism Board. Sterling Holidays Resorts Limited. adventure holidays. and Leisure Travelers) travelling within India. To achieve its purpose. The Company has also entered into a strategic partnership with the Indian Institute of Tourism and Travel Management and offers a unique two year post graduate diploma in Management in International Business focusing on tourism. spa and wellness holidays and spiritual sojourns. The Leisure Travel. the Centre of Learning has tied up with various industry leaders who act as its knowledge partners such as Marriott Hotel. VII. Czech Tourism Board. It has a global presence with its operations in 9 countries besides India through its subsidiaries.Domestic team offers more than 200 products to suit the discerning Indian travellers’ tastes and preferences. to impart training to the students. B. Avis. Page 19 of 96 .Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation The Company provides customized guided tours. weekend and city breaks. 3. Horizon Travel Holdings (Hong Kong) Private Limited and Horizon Travel Holdings (Singapore) Limited) currently has its presence in over 232 office locations (including 23 airport counters). These services are provided by TC Visa Services (India) limited – a step down subsidiary of Thomas Cook (India) Limited. Canada Tourism Commission and Egypt Tourism Office among others. branch offices and representative offices. V. Royal Caribbean. Students. Domestic Travel: Domestic Travel refers to Indian Nationals (Tourists. E BUSINESS E-business is a vertical within the Company where core focus area is the use of technology to deliver all Thomas Cook content & solutions to its various partners/ customer groups. spread over 94 cities across India. The Company is the first company to offer foreign exchange via Windows 8 app and is today the only Travel Company to offer both Forex and Travel including Visa & Passport processing services on the new Windows 8 platform. CENTRE OF LEARNING The Company has a Centre of Learning which is an initiative to develop talent for the organization as well as for the industry. Mauritius and Sri Lanka and is supported by strong partner network of 112 preferred sales agents (PSAs) and 115 ‘Gold Circle Partners’.

Outbound” in India 2015. 2013 & Best Company providing Foreign Exchange in 2015 & 2014  ‘Diamond Award for Exemplary Achievements in Visa Issuance’ at the French Ambassador’s Travel Awards Ceremony 2015  “Gold Award” at PATA Gold Awards 2015 for Thomas Cook India’s Travel Quest  ‘India's Leading Tour Operator’ for the year 2014. AWARDS AND RECOGNITIONS  “Favourite Outbound Tour Operator " award at the Outlook Traveller Awards 2015  CNBC AWAAZ travel awards.“Best Tour Operator . 2013 & 2012.  “Best Corporate Travel Management Company” by World Travel Brands 2012  3 prestigious awards at the National Tourism Awards 2012-13  Thomas Cook India’s Centre of Learning has received IATA accreditation as “Top 10 South Asia IATA Authorized Training Centers” 2015. at the 21st Annual World Travel Awards Asia & Australasia 2014  “Best Tour Operator” at the Lonely Planet Travel Awards 2013  “Favourite Tour Operator” at the Condé Nast Traveller Readers' Travel Awards for five consecutive years from 2011 to 2015  Recognized as a “Consumer Super-brand” in 2013-14 & 2012-2013. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 2. Page 20 of 96 . 2014.

interest rate. more than one risk factor may have a compounding effect which may not be predictable. The NCCRPS may decline in value and marketability and Investors should note that. Prospective investors should carefully consider all the information in this Information Memorandum. Payment and/or delivery of any amount due in respect of the NCCRPS will be conditional upon the payment of all applicable taxes. In case the Company does not have adequate profits. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. No assurance can be given as to the effect that any combination of risk factors may have on the value of the NCCRPS. duties and/or expenses. before making an investment in the NCCRPS. 2013 and the Companies (Declaration and Payment of Dividend) Rules. the Company may be unable to redeem the NCCRPS. Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers. among others. market volatility and economic. Potential Investors and subsequent purchasers of the NCCRPS should be experienced with respect to transactions in instruments such as the NCCRPS. 1. These risks may include. 2013. Restrictions on payment of dividend and redemption As per the provisions of the Companies Act. These risks may include. equity market. it is not possible to predict the precise tax treatment which will apply at any given time. 2014 as made thereunder. Further. Accordingly. Potential Investors and subsequent purchasers of the NCCRPS should understand the risks associated with an investment in the NCCRPS and should only reach an investment decision after careful consideration. the Company will not be able to pay the dividends on the NCCRPS. as laid down by the Companies Act. in case the Company does not have adequate profits or the Company is unable to raise money by fresh issue of shares. with their legal. In addition. market volatility and economic. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 3. tax and other circumstances and (b) the information set out in this Information Memorandum. 2. Risks related to the Issue: An investment in NCCRPS involves risks. potential Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. in accordance with the provisions of the Companies Act. 2013 or out of the profits of the Company for any previous fiscal year(s) arrived at in accordance with the provisions. of (a) the suitability of an investment in the NCCRPS in the light of their own particular financial. political and regulatory risks and any combination of these and other risks. More than one risk factor may have simultaneous effect with regard to the NCCRPS such that the effect of a particular risk factor may not be predictable. whatever their investment in the NCCRPS. accounting and other advisers. Taxation Potential purchasers and sellers of the NCCRPS should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. the cash amount due at maturity will be equivalent to the face value of the NCCRPS. business aspects. including the risks and uncertainties described below. In addition. Some of these are briefly discussed below. MANAGEMENT’S PERCEPTION OF RISK FACTORS: The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Preference Shares. the dividends payable on the NCCRPS can only be out of the profits of the Company for that year arrived at after providing for depreciation. then the dividends can be paid out of free reserves. in accordance with the provisions of the Companies Act. among others. Further. where the profits (including accumulated profits standing in the profit or loss account) are inadequate or absent for any year. Page 21 of 96 . tax. Redemption of the NCCRPS can only be made out of the profits of the Company or fresh issue of shares. political and regulatory risks and any combination of these and other risks.

results of operations and financial conditions. The role of the Central and State Governments in the Indian economy as producers. Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments. Any occurrence of an epidemic in the countries where the Company operates tours may have an adverse effect on the operations of the Company’s business. There are operational risks associated with the travel and tourism industry including increases in operating expenses. Since 1991. 6. 2. Risks related to the Company’s Business: 1. regulation. 5. If there was to be any slowdown in the economic policies or a reversal of steps already taken. comment. Page 22 of 96 . which may cause a delay in the issuance of NCCRPS or may result in the NCCRPS being materially affected or even rejected. Further. such as salaries and staff costs. The Company’s business operations are spread across geographies. Downgrading in credit rating The NCCRPS have been assigned a Long term rating of [ICRA] AA-/Stable (with a Stable Outlook) by ICRA for the issuance of NCCRPS for an aggregate amount of Rs. 4. insurance and taxes. results of operations and financial condition. statements or policy changes by any regulator. including but not limited to the SEBI or the RBI. Further. which exposes it to several risks many of which are beyond its control. The Company does not own the trademark “Thomas Cook” and the Company has entered into a brand license agreement dated August 14. successive Indian governments have pursued policies of economic liberalization. the category of persons who can invest has been restricted only to entities belonging to the promoter group. statement or policy change could have an adverse effect on market for and the price of the NCCRPS. If so specified in this Information Memorandum. The fact that the NCCRPS may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. leading to them being illiquid. 3. Such a downgrade in the credit rating may lower the value of the NCCRPS. The timing and content of any new law or regulation is not within the Issuer’s control and such new law. 4. The NCCRPS may be illiquid It is not possible to predict if and to what extent a secondary market may develop in the NCCRPS or at what price the NCCRPS will trade in the secondary market or whether such market will be liquid or illiquid. 6. no assurance is given that any such listing or quotation or admission to trading will be maintained. amongst other things. The Travel and Tourism Industry in India is cyclical and sensitive to changes in the economy and this could have a significant impact on the company’s business. it could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory and policy regime and also have an impact on global economic market. 2012. 125 Crores (Rupees One Hundred Twenty Five Crores only) for this issue. these NCCRPS would also not be freely transferable. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally. Natural disasters could have a negative impact on the Indian economy and damage the Company’s facilities. If the NCCRPS are so listed or quoted or admitted to trading. 5. The listing of the NCCRPS is subject to receipt of the final listing and trading approval from the Stock Exchanges. Hence. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 3. increases in hotel room rates and air fares. consumers and regulators has remained significant. any regulatory authorities may require clarifications on this Information Memorandum. with Thomas Cook UK Limited and Thomas Cook Indian IP Limited for use of. application has been made to list or quote or admit to trading the NCCRPS on the stock exchange or quotation system(s) specified. the trademark “Thomas Cook”. may adversely affect the NCCRPS. The Issuer cannot guarantee that this rating will not be downgraded.

Any disruptions of our operations or adverse external factors affecting business during these key seasons may lead to a reduction in revenues and may have an adverse impact on the business. In addition. adverse social. Page 23 of 96 . there can be no assurance that such changes in control would not occur going forward. Some segments of the Company’s business. The Company faces stiff competition from other players operating in this sector and also from the un- organised sectors. results of operations and financial condition. 13. results of operations and financial condition. 11. results of operations and financial condition. 12. which may have a material adverse effect on the business. hotels etc. 7. such changes in control may have an adverse effect on its business. civil unrest and other acts of violence or war involving India and other countries could adversely affect the Company's business. has led to disintermediation. This disintermediation may impact the company’s business model of providing ticketing solutions and also its travel and tour packages. Terrorist attacks. should they perceive any deficiency in service or in the event of bodily harm / injury to them while on the tours organized by the company. results of operations and financial conditions.e. including three changes in control within the last ten years. results of operations and financial condition. 9. 16. While the Company is currently controlled and promoted by Fairbridge. 20. Any inability to renew these agreements on favourable terms or at all could have a material adverse effect on the Company’s business. The control of the Company has undergone several changes since its inception. which may have an adverse impact on the company’s business. results of operations and financial condition. Though the Company hedges its foreign currency exposure. These agreements are typically short term agreements and are subject to renewal. 18. The company is largely dependent on its service providers i. 17. results of operations and financial condition. hotels and airlines in its ordinary course of business. 8. results of operations and financial condition. Any failure on their part to honour commitments could have a material adverse effect on the company’s business.. both in India and abroad. The Company is highly dependent on its management team and key managerial personnel and its inability to retain and attract skilled personnel could adversely affect the business. 15. 10. Fraud and significant security breaches in the Company’s computer system and network infrastructure could adversely impact its business. Furthermore. for example leisure. The Company’s risk management policies. internal controls and procedures may leave it exposed to unidentified risks or unanticipated levels of risk. The Company continues to face claims / liabilities / suits from its customers. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation transportation and fuel costs for sustained periods. Increasing penetration of the internet and online payment solutions. 19. are seasonal in nature. as a part of its wholesale forex business and travel and travel related services. Any technical failure or unavailability of continuous access to the internet may disrupt the Company’s foreign exchange business operations which may have a material adverse effect on the business. it is subject to risks related to fluctuations in foreign exchange rates. economic and political events in India could have a negative impact on the Company. if these agreements are not renewed on favourable terms or not renewed at all. The Company enters into agreements with service providers or agents for its businesses. airlines.. then it may affect the Company’s business. results of operations and financial condition. 14. The Company enters into a large number of agreements with travel agencies.

Services Ltd. Insurance Services Marketing Services La nka (Private) (India) Ltd) Limited Limited 100% 100% 100% 100% 100% Horizon Travel Horizon Travel Holdings Thomas Cook Holdings (Hong Kong) Sterling Holidays Sterling Holidays Thomas Cook (Ma uritius) (Mauritius) Holidays (Singa pore) Private Limited (Ooty) (Kodaikannal) 76. Ltd. Mauritius 67. Priva te Limited Ltd.. Thomas Cook Travel Corporation Indian Horizon Holding Co. (Formerly IKYA Human Capita l Ltd. Ltd Ltd. Shareholding Structure (as on 30-September 2015) Priva te company Fairbridge Capital (Mauritius) Ltd.5% Operations Co. (refer detailed annexure 1) Thomas Cook (India) Limited is listed Company on BSE & NSE Page 24 of 96 .. Annexure 2) Solutions Limited).. (India) Ltd.87% Listed company Thomas Cook (India) Limited 100% Sterling Holiday Resorts Ltd Thomas Cook (Mauritius) ea rlier Thomas Cook TC Tours Ltd. Jardin Travel Borderless Travel Thomas Cook (Ma uritius) Luxe Asia Pvt Ltd. Ltd. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 4. Quess Corp Limited Travel Ltd. CORPORATE STRUCTURE Set forth below is a diagram of our corporate structure: Thomas Cook (India) Ltd. TC Visa Services (India) (refer detailed Solutions Ltd..

ltd. IKYA Services Pvt pte . Annexure 2 Luxe Asia Pvt . ( Singapore) Services Pvt Ltd. Brainhunter Companies Canada.(Srilanka) Brainhunter MFXchange Brainhunter Systems Ltd. Solutions Pvt Ltd.BHD. Ltd. Holdings Inc. (Canada) (Malaysia) MFXchange (Ireland) Ltd Mindwire Systems under Liqudation Ltd. (Philippines) Business Ltd. Inc. Ltd Globa l Travel Asia (Pvt) Asia Globa l Travel Ltd Limited Page 25 of 96 . Inc. Brainhunter MFX Roanoke. SDN. (USA)Inc. LLC MFXchange US (USA) Inc. Companies. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation ANNEXURE 1 Quess Corp Limited (Formerly IKYA Human Capital Solutions Limited) Magna IKYA Aravon Quesscorp holding Quess Corp Coachieve MFX Infotech Pvt Infotech. Inc.

Thomas Cook Tours Ltd. Sterling Holidays (Ooty) Ltd. Thomas Cook (Mauritius) Operations Co. immigration assistance. Industrial Asset 36 Capital Solutions Ltd) Management. Thomas Cook (Mauritius) Holding Co. Travel and Travel Related Services Nil 20. printing. deals with business of Nil offering IT solutions under one roof to its clients in the USA 22. emigration/ immigration clearance(s). Integrated Facility Management. Thomas Cook Visa Services (India) Ltd Consultancy and or advisory services in India Nil or in any part of the world in connection with obtaining/ arranging Passport. 12. publicity. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 5. tourist and transport Agent Limited) and contractors. (Formerly To carry on the trade or business of general 17 Thomas Cook Insurance Services (India) travel passenger. 2 Page 26 of 96 . organisers of all kind of travels. Thomas Cook (Mauritius) Holidays Ltd. Thomas Cook Lanka (Pvt) Ltd Foreign Exchange Dealers 4 15. Quess Corp (USA) Inc. effects. Luxe Asia Private Ltd Destination Travel Management Nil 16. To acquire Nil property Timeshares in Holiday resorts. staffing. To Act as Tour operators. (Formerly IKYA Human Global Technology Solutions. To develop holiday Resorts. artwork etc 14. Horizon Travel Holdings (Hong Kong) Holding Investments in Subsidiary companies Nil Private Limited 8. Tour Operator and Travel Agent Nil 4. Indian Horizon Marketing Services Ltd Business of general travel passenger. tourist agents 24 and contractors 6. 2015 Sr. recruitment. To carry on the business of hotels and restaurants. 3. To carry on the business of hotels and restaurants. Professional IT resources. Visa. Motels. Guest houses. Foreign Exchange Dealer 14 Ltd. work permits. develop and carry on the business of Hotels.  21. Horizon Travel Holdings (Singapore) Holding Investments in Subsidiary companies Nil Private Limited 7. of No Branches 1. Brainhunter Systems Ltd. Business of general travel passenger. Asia Global Travel Ltd Destination Travel Management Nil 18. Ltd Holding Investments in Subsidiary companies Nil 2. tourist and Nil transport agents and contractors. and Holiday Resorts. visa extension etc 9. Sterling Holidays (Kodaikanal) Ltd. Global Travel Asia (Pvt) Ltd Destination Travel Management Nil 17. To Nil acquire property Timeshares in Holiday resorts. Quess Corp Ltd. Borderless Travel Services Ltd. tourist and Nil transport agents and contractors etc 13. Company Nature of Business No. Travel Corporation (India) Limited Inward foreign tourist activity. To maintain Holiday resort at Ooty. 10. Sterling Holidays Resorts Ltd. To maintain Holiday resort at Kodaikanal. 11. Thomas Cook (Mauritius) Travel Ltd. Highway camps. General Sales Agent Nil 5. To develop holiday Resorts. advertising. Jardin Travel Solutions Ltd. DETAILS OF SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES OF THE ISSUER AS ON 30TH SEPTEMBER. People Services & Logistics Growth Businesses Group. Quess Corp (USA) Inc. Travel and Travel Related Services Nil 19. To construct.

acquisition & related activities. 23. (USA) Tax Return Preparation and Filing Nil 30. software and solutions across Canada and the United States. (Under Financial intermediation Nil Liquidation) 28. BHD. Quesscorp Holding Pte. 34. Coachieve Solutions Pvt. Recruitment and staffing services. Statutory Compliance Management. IKYA Business Services Pvt. across all industries 33. Inc. MFX Roanoke. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation payroll management. Brainhunter Companies. Credit and Other Financial Insurance Nil 29. MFX Infotech Pvt. Inc. MFX is a global insurance systems integrator 2 with P&C-specialized experience integrating processing applications. Payroll 2 Management. cloud 1 computing. software development. (Philippines) To carry on or undertake activities related to 1 Computer Software 32. Inc. MFXchange US Inc. Page 27 of 96 . and datacenters MFX provides end-to-end commercial property and casualty insurance application and BPO solutions to the P&C industry MFX is a seasoned provider of customized data–center and infrastructure services including private cloud offerings. qualification. Employee Background Verification 31. enterprise networks. Aravon Services Pvt. screening. (Singapore) Investment. Mindwire Systems Ltd. Ltd. Nil 26. MFXchange Holdings Inc. Brainhunter Companies Canada. (Canada) Provides infrastructure and data center. Ltd (Sri Services relating to Staffing and recruitment of 1 Lanka) human resources and executive searches. Integrated Facility Management (B&I and Manufacturing) 35. Effective recruitment. serving clients Nil across the United States. Magna IKYA Infotech. 1 36. Nil and management of independent consultants in response to our clients’ resource requirements. 24. and insurance technology services to support businesses in various industries. Healthcare Support Services Food Services 2 Guest House & Hospitality Management Services. Ltd. Brainhunter SDN. 27. MFXchange (Ireland) Ltd. 25. (Malaysia) Services and consultancy in information 2 technology solutions. Ltd. LLC Headquarters in New Jersey. Ltd.

53) (26.78 247.296.97 339.92 75.99 19 Current Ratio (times) (#6) 1. Profit Before Tax 96.49 122. Intangible Assets Under Development and Goodwill on consolidation.68 31.06 217.58 104.26 0.49 850.28 0.05 101.93 528.09 Taxation (“EBIT”) 12 Interest & Finance expenses 34.66 181.29 7.13 20 Interest Coverage Ratio (times) (#7) 5.79 712.72 50.16 4. Non Current Maturities of Long 185.271.84 9 Total Revenue 1. 158. Minority Interest (7. Income Taxes (36.21 33. Current Maturities of Long Term 4.361.28 236. Long Term Loans & Page 28 of 96 .438.01 13.26 77.42 2 Total Debt 490.286. Profit After Tax and before Minority 60. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 6.89 1.81 438.83) (22.63 153.15 62.86 8 Current Liabilities (#5) 1092. Deferred Tax Assets (Net).333. Taxes.96 479.43 Notes: #1 Current and Non.62 299.Current maturities of Long term borrowings include present value of minimum lease payment payable “not later than one year” and “later than one year but not later than five years” respectively towards assets acquired under Finance Lease.19) (6.99 102.51 10 Earnings Before Interest. #3 Non.96 147.45 375.44 Interest 16.38 90.50) Nil 17 Profit After Tax and Minority Interest 52.03 Borrowing (#1) 3 Net Fixed Assets (#2) 1.71 122.64 9.33 1.75 582.16 1.67 2.20 135.65) 15. 13.05 283.94 108.382.7 3.27 Depreciation and Amortization (“EBITDA”) 11 Earnings Before Interest and 130.25 187.40 4.08 4 Non Current Assets(#3) 235.current assets include Non current investments.31 69.89 206.72 6 Current Investments 421.58 183.34 68.77 c.29 of which: a.58 2.70 71.51 688. #2 Net Fixed Assets also include Capital Work-in-Progress.44 18 Proposed Dividends (#8) .21 170.9 242.95 440.54 4.68 5 Cash and Cash Equivalents 233.30 21 Gross Debt/Equity Ratio (times) 0.47 208.00 109.66 7 Current Assets (#4) 1.295.52 1.49 Term Borrowing (#1) b.80 4.0 1. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LATEST HALF YEAR AND LAST 3 AUDITED PERIODS / YEARS (CONSOLIDATED) (Rs in crore) Sr. Short Term Borrowings 301.16 1.08 14.916.22 50.65) (33.20 112.01) (58.24 269.70 1. LATEST HALF YEAR ENDED 30TH SEPT 2015 1 Net worth* 1.35 0.32 1. Parameters UPTO 2015 ** CY 2013 CY 2012 No.

58 crore (as at Sept 30th. Since the long term debts (except Finance Lease) are payable beyond a period of 1 year from the date of last audited results. 2013 included the consolidated audited financial statements of Quess Corp Limited (Formerly IKYA Human Capital Solutions Limited ) for the period May 14.16** * The Debt equity ratio prior to the issuance of NCCRPS is 0. 2015) and equity of Rs. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Advances and Other Non Current Assets and exclude net fixed assets as mentioned separately. 2015 are not comparable with previous year . the Company has changed its financial year from December 31 to March 31.17 based on debt of Rs.315.58 crore and equity of Rs. In the previous year the consolidated audited financial statements for the year ended 31st December. **RPS being issued by the Company have been considered as part of Equity for the purpose of Debt Equity ratio calculation. the same has been approved by the shareholders at the Annual General Meeting held on 27th August.190. GROSS DEBT EQUITY RATIO OF THE ISSUER PRIOR TO AND AFTER THE ISSUE (STANDALONE) Particulars Prior to Issue (as on 30th September. 0. Numbers have been rounded off to the nearest 2 (Two) decimals.50 per equity share. After the Issue 2015) Debt Equity Ratio* 0. #7 For calculating Interest coverage ratio. 2015. 8. The debt equity ratio after the issuance of the NCCRPS would be approx 0. 1. #8 The Board of Directors have recommended a dividend of Rs.83 crore (as at Sept 30th. * Net worth= Share Capital + Reserves & Surplus (Including debenture redemption reserve) ** During the period. #6 Current Investments are considered as part of Current Assets for the purpose of calculating Current ratio.83 crore. Similarly consolidated audited financial statements for the period ended 31st March . 2013 & consequently consolidated audited financial statements for the period ended March 31. the debt service coverage ratio has not been provided. 2015). Accordingly. the figures for the current period are for the fifteen month period from January 1. 2015. PROJECT COST AND MEANS OF FINANCING. 206. 2014 to March 31. 2015 include the consolidated audited financial statements of Sterling Holiday Resorts (India) Limited for the period September 3 . 7. 206.16 based on estimated debt of Rs. #5 Current Liabilities do not include Short Term Borrowings and current maturities of Long term borrowings as mentioned separately. 2013 to December 31. 2015 and are therefore not comparable with those of the previous years. #4 Current assets do not include current investments as mentioned separately. 1. IN CASE OF FUNDING OF NEW PROJECTS Not Applicable Page 29 of 96 . only Interest expense is considered out of Interest & Finance expenses (Cash Profit After Tax + Interest Paid)/ Interest Paid.17 0. 2014 to March 31.

2000.10/. Pursuant to a Share Sale and Purchase Agreement dated December 30. 2005. one of India's leading Foreign Exchange houses amalgamated into the Company in a share swap deal. through its wholly owned subsidiary. England at par for consideration other than cash. In accordance with the permission granted by the RBI. the open offer had to be made. 1982. pursuant to the Bombay High Court Order dated January 12. Dr. enhanced buying power. 2001 and closed on November 14. Thomas Cook Group Limited was a wholly owned subsidiary of Midland Bank Limited.40 each in favour of ACGL in an all cash deal worth Rs.10/. SEBI had given a conditional exemption from the requirement to make an open offer.each were reserved for allotment to State Bank of India at par. TCIL became a step-down subsidiary of Thomas Cook AG. Eurocenter Beteiligungs-und Reisevermittlung GmbH (“Eurocenter”) entered into an agreement with Carlson Companies Inc. CHANGES IN CAPITAL STRUCTURE (AUTHORIZED.each at a price of Rs. England transferred its business in India to the Company as a going concern with effect from November 01. AllCargo Global Logistics Limited (ACGL) and Hindustan Cargo Limited (HCL). 1978 under the Companies Act. Road. Fort. TCH became a wholly owned subsidiary of Eurocenter and consequently. 2005.each at par vide prospectus dated November 20. 1. 1979. its then 100% subsidiary and through TCOL held 60% of the issued equity share capital of the Company. On March 29. the history of which can be traced back to its founder Mr.10/.99. The said acquisition has enhanced Company's market share. 2006 executed by and between TCIL. extended product portfolio and offered better customer service. 2005 under SEBI Takeover Regulations acquired controlling interest of TCIL. a British Bank.993 equity shares of Rs. This transaction was exempted from the requirement of an open offer vide SEBI order WTMO/ 18 /CFD/ 12 /2005 dated December 19. The Company was originally promoted by Thomas Cook Group Limited. N. He commenced business in the United Kingdom in 1841 which included organizing group tours called Cook’s Tours.each were offered to public for subscription at par.000 equity shares of Rs. in December 2006. in an all cash deal.05. out of which 2. RECONSTRUCTION OR AMALGAMATION. in the business of travel management and tour and leisure services both inbound and outbound. 350. 2005. DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION. BRIEF HISTORY OF THE ISSUER SINCE INCORPORATION. 1979 and received a fresh Certificate of Incorporation on March 12. Since the special resolution was defeated at the shareholders meeting.993 equity shares of Rs.50. acquired the entire shareholding of Travel Corporation (India) Limited (TCI). 2007. 10/. 1956 and special resolution passed by the members at the extra- ordinary general meeting held on March 07. a wholly owned subsidiary of Thomas Cook AG (“TCAG”) with effect from December 19. pursuant to an open offer made on December 23..80. Thomas Cook.each were reserved for allotment to working Directors / Employees of the Company at par and the balance 2.000 equity shares of Rs.10/.000 equity shares of Rs. 2001. Dubai Financial L. provided synergistic benefits. LKP Forex Limited. the Company divested 100% stake in HCL being 2. TCIL. Condor & Neckermann Touristic AG now known as Thomas Cook AG (“TCAG”). which was.000 equity shares of Rs.each were allotted to TCOL. The name of the Company was changed to “Thomas Cook (India) Limited” pursuant to the provisions of section 23 of the Companies Act. Post-acquisition. The scheme of Page 30 of 96 . The Registered Office and the Corporate Office of the Company is situated at Thomas Cook Building. 35.10/. Mumbai 400 001. BRIEF HISTORY OF THE ISSUER The Company was originally incorporated as Thomas Cook (India) Private Limited on October 21. TCI has become a Wholly Owned Subsidiary of the Company. The open offer opened on October 16. inter alia. Thomas Cook UK Limited (TCUK) was the erstwhile owner of TCOL. 876 lacs. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation VII. Thomas Cook Overseas Limited (TCOL). On December 21. 2001. On December 5. (DFL) agreed to acquire 100% of TCIM and accordingly DFL.L. USA to acquire a 100% stake in Thomas Cook Holdings Limited (“TCH”) now known as TCUK. 1956.C. 1978. D. In February 2007. The shareholding of TCH was transferred to TCIM Limited (TCIM) (at that time.79. The Company had made a public issue of 6. ISSUED AND SUBSCRIBED) AND BORROWINGS 1.

50 (including a share premium of Rs. dated 2nd July.554 fully paid-up Equity shares in ratio of 35 (thirty five) fully paid up equity shares for every 100 (one hundred) fully paid up Equity Share held by the existing shareholders on the record date 27th December. 1/. TCIL through its wholly owned subsidiaries Thomas Cook Insurance Services (India) Limited (TCISIL) and Travel Corporation (India) Limited. (TCIL) to Fairbridge Capital (Mauritius) Limited (FCML).1/. 2015.140. 2008 under SEBI Takeover Regulations and acquired 3. Subsequently.606 Equity Shares aggregating to 13. each such CCPS being convertible into 10 equity shares of the Company having face value Re. The Composite scheme of Arrangement and Amalgamation between Sterling Holiday Resorts (India) Limited (SHRIL) and Thomas Cook Insurance Services (India) Limited (TCISIL) and Thomas Cook (India) Limited (TCIL) and their respective shareholders was approved by Hon’ble High Court of Madras on.48%) and (1. In February.96% of the share Capital of Quess on fully diluted basis.00. the name of IKYA Human Capital Solutions Limited was changed to Quess Corp Limited (Quess).06. the Company at its Committee meeting held on 21st January. inter alia. 35.50) per equity share aggregating to Rs. the Company acquired 74. of certain conditions in the SPA.379.099. 2008. Pursuant to this. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation amalgamation.14% of the then outstanding equity share capital of the Company.89% of the equity share capital of the Company by way of Institutional Placement Programme (IPP) to maintain minimum public shareholding level of 25%. 2014. April.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 13th April 2015 and Hon’ble High Court of Bombay on 2nd July.each. 800/.800 Class ‘C’ 0. 2013.815.(Rupees Five Hundred Crore) to Fairbridge Capital (Mauritius) Limited (FCML) on a preferential basis on 13th March. 790/. Subsequently. TCUK by way of a Share Purchase Agreement (SPA) with DFL dated March 7. In order to partly fund the investment proposed to be made in Sterling Holiday Resorts (India) Limited (SHRIL).69% stake (held directly and through TCIM Ltd. 2015 Thomas Cook Insurance Services (India) Limited) changed its name to Sterling Holiday Resorts Limited.each allotted 5.each and 271. 34.each with effect from May 21. The Company pursuant to conversion of 319.00%.10% in TCIL. By September.each (which includes a premium of Rs. Bombay.85% stake on a fully diluted basis in IKYA Human Capital Solutions Limited on May 14.765 Class ‘B’ 0.000 0. During 2013. 2015 sanctioning the Composite Scheme of Arrangement and Amalgamation between Sterling Holiday Resorts (India) Limited (SHRIL) and Thomas Cook Insurance Services (India) Limited (TCISIL) and Thomas Cook (India) Limited (TCIL) and their respective shareholders and creditors (Scheme). acquired 55% stake (53.each for cash at a price of Rs. the time share and resort business division and undertaking of SHRIL was Demerged into TCISIL and the residual business of SHRIL was Amalgamated with TCIL with effect from 18th August.) in Thomas Cook (India) Ltd.699 fully paid up Equity Shares of Re. Travel Corporation (India) Limited transferred its stake in Sterling to TCISIL. sold off its 76. The Equity Share Capital held by FCML post the aforementioned allotment was 75. subject to the fulfilment. 2015.365 equity shares representing 19.each on 25th.798. 34. Page 31 of 96 . purchased for cash 100% of the fully paid-up equity share capital of TCIM and acquired indirect control in the Company. The existing Equity Shares of the face value of Rs 10/. 2015. With effect from 2nd January.71. 500.001% Compulsorily Convertible Preference Shares (CCPS) of Rs.per CCPS) aggregating to Rs.650. the Company issued 6. 10/. The Company came out with a Rights issue of 56.In pursuance of the Order of Hon’ble High Court.67%) respectively in Sterling. FCML had made an open offer to the non-promoters and increased its stake to 87. 2008. 2014. 10/. 1/. 1. 2007). 2013.On 1st September. TCUK made an open offer on March 08. 1957 (“SCRR”). 10/. 2007. In August 2012. 2006) became effective from the effective date (February 01.each at a price of Rs. though operative from the appointed date (April 01.250.each in the Authorised Share Capital of the Company were sub divided into 10 Equity Shares of the face value of Re 1/.278.000 equity shares of Re.001% Cumulative Convertible/Redeemable Preference Shares of Rs. 2015.000/.00. In compliance with the Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules. the Company allotted on 7th May.2009 allotted 50. Thomas Cook UK Ltd. 2014. As on date TCIL holds 73.

2015. 10/. 1/.657. Prem Watsa. while the Hon'ble High Court of Bombay sanctioned the Scheme of the Company and TCISIL on 2nd July. The Company.96% on a fully diluted basis of the Quess Corp Limited (formerly IKYA Human Capital Solutions Limited). engaged in time share and resort business and holiday activities. 2015. 2015 and thus. a provider of specialised Human Resource related Services and 100% of Sterling Holiday Resorts Ltd [erstwhile Thomas Cook Insurance Services (India) Limited]. ABOUT FAIRFAX FINANCIAL HOLDINGS LIMITED: Thomas Cook (India) Limited is promoted by Fairfax Financial Holdings Limited through its wholly owned subsidiary Fairbridge Capital (Mauritius) Limited. 2015 as per the above swap ratio. The Scheme was approved by the shareholders of Thomas Cook (India) Limited by Postal Ballot on 21st October. and (ii) amalgamation of residual Sterling into the Company. owns 73. The Board of Directors of the Company. The Hon'ble High Court of Madras sanctioned the Scheme of Sterling on 13th April. including ICICI Lombard (India).230.423. Thomas Cook Insurance Services (India) Limited (“TCISIL”) & Sterling Holiday Resorts (India) Limited (“Sterling”) had at their meetings held on 7th February. the scheme got effective and Sterling ceased to exist with effect from 18th August.each on 9th March. The High Court Order was filed with the Registrar of Companies. Further. 2015 to Fairbridge Capital (Mauritius) Limited (FCML).000 Compulsorily Convertible Preference shares of Rs.7% annually. Fairfax has almost 20 general insurance subsidiaries and joint ventures globally. 1/. has over the past 30 years. (i) 116 equity shares of the Company were issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the demerger of the resort and timeshare business of Sterling from Sterling to TCISIL.699 equity shares by way of a Rights Issue Page 32 of 96 . 2014 approved a composite scheme of arrangement and amalgamation (“Scheme”). Fairfax Financial Holdings through Thomas Cook (India) Ltd.929 equity shares of Re.270. demonstrated a strong financial track record to achieve an annual appreciation in book value per Share of 24.650. The Scheme was also approved by the Court Convened Meeting of shareholders of the Company held on 13 January.each allotted 18.000 equity shares of Rs.each the Company allotted 44. TCIL completed the process of allotment of 48. Fairfax Financial Holdings Limited is a Toronto-based financial services holding company with a global presence in insurance and reinsurance and a portfolio of assets in excess of $38 billion invested worldwide. founded in 1985 by the present Chairman and Chief Executive Officer. Pursuant to which there were: (i) a demerger of the resort and timeshare business from Sterling to TCISIL. 2015. and (ii) 4 equity shares of the Company were issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the amalgamation of residual Sterling into the Company.each to the shareholders of Sterling in pursuance of the Scheme on 3rd September. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation The Company pursuant to conversion of 1.000 Compulsorily Convertible Preference shares of Rs.000 equity shares of Re. 2015. After obtaining statutory approvals.9% stake by Thomas Cook UK Limited (directly and through TCIM 2008 Limited) in our Company 2009 Issue of 50. KEY MILESTONES Year Milestones 1881 Incorporation of our Company and establishment of the first office in Mumbai Listing of our Company on the Bombay Stock Exchange (BSE) pursuant to an IPO (Initial 1983 Public Offering) 2005 100% acquisition by Dubai Financial LLC of TCIM Limited 2006 100% acquisition of Travel Corporation (India) Limited 2007 Merger of LKP Forex Limited with our company Acquisition of 74. 2015.827. 10/.each on 8th September. Pursuant to the scheme. Mumbai on 18th August. 2015. 1/. 2015 to Fairbridge Capital (Mauritius) Limited (FCML). pursuant to conversion of 4. The Scheme filed by TCIL and TCISIL with the Hon’ble Bombay High Court has been approved by the Court by it order dated 2nd July.

790/.Currency Prepaid Travel Card – Borderless Prepaid Card in association with Master Card 2012 Acquisition of 76.00 TOTAL 383.60.294 'Class B' 0. 10 each 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs.(Rupees Five Hundred Crore) to Fairbridge Capital (Mauritius) Limited (FCML) on a preferential basis. 2013 Acquisition of 74.001% Compulsorily Convertible Preference Shares (CCPS) of Rs.69% stake by FCML in our Company from Thomas Cook UK Limited and TCIM Limited and subsequent open offer by FCML.000 'Class C' 0. and Kuoni Travel (China) Limited.76 each 3. 2015 Acquisition of 100% stake in Luxe Asia (Private) Ltd.36 3.55. 10 each 0. 1 each fully paid-up 36.250. a travel operator in India.85% stake (on a fully diluted basis) in IKYA Human Capital Solutions Private Limited (Now known as Quess Corp Limited). 2014 Acquisition of 55% (controlling) stake of Sterling Holiday Resorts India Limited.50 Issued.00.02. a premium travel operator in Hong Kong. DETAILS OF SHARE CAPITAL (AS ON 30TH SEPTEMBER. 10 114.57 Page 33 of 96 . 2015) Particulars (Rs. 1/. 800/. through Thomas Cook Lanka (Private) Limited Announcing the acquisition of Kuoni Travel (India) Private Limited. for a consideration of INR 535 Crore 2.27. 1 each 143.30 12.000 'Class A' 4.379. 10/.89% of the equity share capital of the Company by way of Institutional Placement Programme (IPP). Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Execution of a seven-year deal with Delhi International Airport Private Limited for 2010 operating foreign exchange and travel counters at the New Delhi Airport. The Company allotted 34. Issuance of 6.08 11.65% Cumulative Non Convertible Redeemable Preference Shares of Rs.50.000 Preference Shares of Rs. each such CCPS being convertible into 10 equity shares of the Company having face value Re.each (which includes a premium of Rs.060 Equity Shares of Re. Subscribed and Paid up : 36.47.000 0.per CCPS) aggregating to Rs. Obtained the sanction of High Court Approval on the Composite Arrangement and Amalgamation between Sterling Holiday Resorts (India) Limited (Sterling).00.00. Thomas Cook Insurance Services (India) Limited (TCISIL) and Thomas Cook (India) Limited (TCIL). crore) Authorized: 1. Launch of own Multi. 500.08.43. Thomas Cook Insurance Services (India) Limited (TCISIL) and Thomas Cook (India) Limited (TCIL) and their respective shareholders and creditors .11.57.each.259 Equity Shares of Re.000/.each at a price of Rs.001% Cumulative Convertible / Redeemable Preference Shares of Rs.606 equity shares aggregating to 13.57 TOTAL 36. a human resources solution company. petition filed in the High Court for sanction of the Composite Arrangement and Amalgamation between Sterling Holiday Resorts (India) Limited (Sterling). 10 each 125.

No.31 ESOP Cash 21.39 21 27-Apr-12 559.202 21.31 ESOP Cash 21.07 19 5-Apr-12 89.43.022 1 52.838.74 ESOP Cash 253.31 ESOP Cash 21.69 Page 34 of 96 .79.12 27-Apr-12 155.06.140.17 163.51.353 1 30.81 14 22-Jul-11 10.16.66 31 25-Apr-14 5.18.646 1 30.897 24.159 1 30.680.30.780 1 30.77.19.57 ESOP Cash 212.93 22 29-May-12 17.26 25 5-Jul-12 52.31 ESOP Cash 212.50 Rights Cash 21.465 1 30. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 3.45 9 14-Dec-10 3.90 18 18-Nov-11 55.255 21.18.06 6 30-Jul-10 59.19 163.95 5 16-Jun-10 35.31 ESOP Cash 21.21 164.645.220 21.19 163.98 23 5-Jul-12 101.463 21.84 15 9-Sep-11 2.18 163.68 13 29-Jun-11 42.27 166.000 1 47. of Equity Face Issue Nature of Consider Cumulative Share Capital No Allotment Shares Value Price allotment ation .334 1 47.31 ESOP Cash 247.95.75 349.834 1 30.31 ESOP Cash 21.830 1 30.16.18 163.57 ESOP Cash 247.07.18 163.41.569 21.31 ESOP Cash 212940260 21.199 21.000 1 30.633 21.15 162.19 163.31 ESOP Cash 21.600 1 30.31 ESOP Cash 21.362 21.528 21.14 162.000 1 61.16 162. (A) EQUITY SHARE CAPITAL HISTORY OF THE ISSUER AND CHANGE IN CAPITAL STRUCTURE FOR LAST FIVE YEARS & UPTO 30TH SEPTEMBER.19 163.16.996 1 30. 2015 S.45.50 Instituti Cash 247538300 24. etc) Rs cr) 1 26-Aug-08 13.19.57 ESOP Cash 212.19.32.14.000 1 Shares ESOP Cash 252.562 24.699 21. of Equity Equity Securities other Shares Share Premium than Capital (in (in Rs cr) cash.17.29 167.832.206 21.832 1 30.00.32 168.560 21.77 349.500 1 30.77 349.63 30 17-Apr-14 11.963 21.19 163.18.31 ESOP Cash 21.166 1 30.32 351.000 1 30.76 349.500 1 30.54 26 7-May-13 3.105.15. (in Rs) (in Rs) (cash.902 21.799 21.31 ESOP Cash 21.89 17 21-Oct-11 6.89 ESOP Cash 21.76 349.07.01 Issue 3 18-Jan-10 1.04.28 166.28 349.46 10 6-Feb-11 2.89 ESOP Cash 16.374 1 47.300 24.85 16 30-Sep-11 12.31 ESOP Cash 21.692.28 166.57 ESOP Cash 247.19 163.480 21.47 11 17-Feb-11 6.46.434 1 30.31 168.53 29 24-Oct-13 35.65 4 16-Apr-10 95.46.699 21.09 2 21-Jan-09 5.08 0.965 1 47.31 ESOP Cash 247.665.18.20.665 1 30.31 ESOP Cash 212.497 1 30.31 ESOP Cash 21.500 1 30.18.19.821.24 7 28-Sep-10 29.31 ESOP Cash 21.07.74 ESOP Cash 213106360 21.584 25.728 21.20. Date of No. Shares 32 21-May-14 392.66 Allotted pursuant to conversion of Pref.260 1 30.50.20 164.096.562 25.19.18 163.29 24 5-Jul-12 166.10.699 1 35.17.21 164.31 ESOP Cash 21.870 16.606 1 53.18 163.26 28 8-Oct-13 57.17 163.597 1 47.224.34 20 5-Apr-12 9.31 ESOP Cash 21.463 21.31 ESOP Cash 21.03 onal Placeme nt 27 24-Jul-13 50.897 24.57 ESOP Cash 213158694 21.37.49 12 26-Apr-11 60.588.34 8 22-Oct-10 37.31 ESOP Cash 212.463 21.540 1 61.100 1 52.569 21.77.000 1 30.67.928 21.

705 25.206 25.67 38 4-Jul-14 175.31 ESOP Cash 253.000 1 47.28 357.31 ESOP Cash 254.40 SAYE Cash 253.34 42 29-Oct-14 45.259 32.37 353.67 37 4-Jul-14 41 1 52.15 357.28 357.969 25.840 1 49.987 25.296. No.61 40 29-Sep-14 54.270.87 41 29-Oct-14 99.460.246.662 1 47.000 1 52.57 ESOP Cash 254.657.610 1 49.58 42 18-Nov-14 50.196.46 Shares Shares Shares allotted to allotted to allotted the the to the shareholder shareholder sharehol s of s of ders of Sterling Sterling Sterling Holiday Holiday Holiday Resorts Resorts Resorts (India) (India) (India) Limited Limited Limited pursuant to pursuant to pursuant the the to the Composite Composite Composi Scheme of Scheme te Arrangeme Scheme nt and Amalgamat ion between Sterling Holiday Resorts (India) Limited (SHRIL) Page 35 of 96 .10 47 9-Mar-15 18. Date of No.240 1 49.42 355.680.325 25.32 ESOP Cash 254.827 27.43 356.444.31 ESOP Cash 272. etc) Rs cr) 33 21-May-14 21.75 34 21-May-14 414.44 357.39 50 10-Apr-15 15.31 ESOP Cash 253.43 356.823.37 353.375 1 30.397.505 25.80 Scheme 35 20-Jun-14 19.32 ESOP Cash 272.990 1 47.56 43 29-Oct-14 6.942.347.120 1 49.705 25.83 44 15-Dec-14 41.05 46 19-Feb-15 9.827 25.763 1 50. of Equity Equity Securities other Shares Share Premium than Capital (in (in Rs cr) cash.000 1 30.57 ESOP Cash 254.57 ESOP Cash 254.57 ESOP Cash 254.344 25.43 356.43 356.32 351.385 25.28 357.44 357.929 1 Equity Equity Equity 321.330 27.48 39 29-Sep-14 25.490 27.39 354.32 ESOP Cash 254.02 45 15-Dec-14 6.81 43 18-Nov-14 5.010 1 47.481.765.46 51 3-Sep-15 48.000 1 Shares CCPS Cash for 272.715 25.74 ESOP Cash 253.43 356.600 1 49. (in Rs) (in Rs) (cash.000 1 30.587 25.20 49 10-Apr-15 41.142.10 Allotted Conversion CCPS pursuant to allotted conversion in of CCPS March.32 ESOP Cash 254.57 ESOP Cash 272.39 354.117.385 25.341.252 25.663 1 47.41 355.942.403. of Equity Face Issue Nature of Consider Cumulative Share Capital No Allotment Shares Value Price allotment ation .385 25. 2014 48 10-Apr-15 35.451.27 357.827 27.42 355.730.807.40 SAYE Cash 253.210 1 49.90 Scheme 36 4-Jul-14 261. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation S.954 1 50.32 ESOP Cash 254.32 ESOP Cash 254.495 25.74 ESOP Cash 254.44 357.661.668 1 30.

000 10 10 Note 3 Cash 114.88 0. (B) PREFERENCE SHARE CAPITAL HISTORY AS ON 30TH SEPTEMBER. 2015 (Composite Scheme) 52 8-Sep-15 44. of Equity Face Issue Nature of Consider Cumulative Share Capital No Allotment Shares Value Price allotment ation . Date of No.00 29-Jan- 2009 5 13-Mar-2014 6. Bombay.230.565 68.00 25-Apr- Order than cash 2014 3 7-Feb-2007 271.38 0.565 103.032. 2014 3.565 114. As per the scheme of amalgamation.42 493. of Equity Equity Securities other Shares Share Premium than Capital (in (in Rs cr) cash. etc) Rs cr) and Thomas Cook Insurance Services (India) Limited (TCISIL) and Thomas Cook (India) Limited (TCIL) and their respective shareholder s and creditors (Scheme) sanctioned by the Hon’ble High Court.each amounting to Rs. 10/.57 357. of Face Issue Price Nature of Consider Cumulative Preference Share Capital Date of No Allotment Preference Value (in Rs) allotment ation Redempt . No. by its order dated 2nd July.284.75 9th Mar Note 4 2015 (Part) & 8th Sep2015( Balance) Notes: 1.375.841.00 30-Jan- Order than cash 2008 2 7-Feb-2007 319. (in Rs) (in Rs) (cash.800 10 Note 2 Court Other 103.28 0.000 were allotted on 7th February. 2007 Page 36 of 96 .000 1 Shares CCPS Cash 365. 103. 1.60 0. Date of No.765 10 Note 2 Court Other 103.65% Cumulative Non Convertible Redeemable Preference Shares of Rs.000 103.284.603. 2015 S.000 10 Note 1 Court Other 103.284.000.46 Allotted Convers for pursuant ion CCPS to allotte conversi d in on of March CCPS . Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation S. of Preference Securities Preference Share Premium ion/ other Shares Capital (in (in Rs cr) Conversi than Rs cr) on cash.00 25-Apr- Order than cash 2014 4 29-Jan-2008 105.711.875.840.000 10 800 CCPS Cash 6. Shares (in Rs) (cash.259 36. etc) 1 7-Feb-2007 103.250.765 103.000 Class ‘A’ 4. No.

000 equity shares of Re.765 Class ‘B’ 0. 1. 2015 stood at Rs.20 8 10-Apr-15 41. 10/. 2008. Shares Share Premium other Capital (in Rs cr) than (in Rs cr) cash etc) 1 18-Nov-14 50.403.each allotted on 29th January.840 1 49.each and allotted to FCML. 105. Allotment Equity Value Price allotment of Cumulative Share Capital Shares (in Rs) consider ation No. 1.32 ESOP Cash 254. of Equity Equity Securities (cash. 2.827 27.43 356.423.730.27 501. Over and above the aforesaid securities premium (including equity share premium and preference share premium) figures.28 357.81 2 18-Nov-14 5. 2014 into 5.259 32.46 10 3-Sep-15 486. 1/. 2009. 10/.32 ESOP Cash 254.765.987 25.02 4 15-Dec-14 6. 2008 out of the proceeds of 1% Cumulative Non Convertible Redeemable Preference Shares of Rs.57 ESOP Cash 272.each and allotted to Fairbridge Capital (Mauritius) Limited (FCML).46 Shares Shares Shares allotted allotted allotte to the to the d to sharehol sharehol the ders of ders of shareh Sterling Sterling olders Holiday Holiday of Resorts Resorts Sterlin (India) (India) g Limited Limited Holid pursuant pursuant ay Page 37 of 96 .32 ESOP Cash 254.050.57.481. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation and were redeemed on 30th January.662 1 47.32 ESOP Cash 272.each and 271.000.10 6 9-Mar-15 18.460.43 356. 2008 and were redeemed on 29th January.140.000 equity shares of Re 1/.44 357.each were converted on 25th April.663 1 47. 3.490 27.451. 2015. During the period.827 27.610 1 49. 4.28 357. 2014 7 10-Apr-15 35. 2015.330 27. 855.28 357.37 cr.000 equity shares of Re.240 1 49. As on 30th September. 4.000 1 Shares CCPS Cash 272.each amounting to Rs. Promoter of the company.230.800 Class ‘C’ 0.57 ESOP Cash 254. on 9th March.31 ESOP Cash 272.000 1 30. Promoter of the company.827 25. EQUITY SHARE CAPITAL ALLOTMENT IN THE PRECEDING ONE YEAR FROM THE DATE OF OFFER LETTER Sr. During the period 319.83 3 15-Dec-14 41. 2015 there are no outstanding CCPS and the total 6.44 357. 10/. 2009 out of the proceeds of the Rights Issue of Equity Shares of Re.270.each.001% Cumulative Convertible / Redeemable Preference Shares of Rs.001% Cumulative Convertible / Redeemable Preference Shares of Rs. other adjustments and additions to the securities premium account have been made. Further on 8th September.1/. Date of No.600 1 49.010 1 47. 10/.715 25.39 9 10-Apr-15 15.250.929 1 Equity Equity Equity 321.827. 1/.444.44 357.each allotted on 21st January.000 CCPS were converted into 44. of Face Issue Nature of Nature No.325 25.000 CCPS have already been converted into equity shares of the company.807.270. 4.823.57 ESOP Cash 254.000 were allotted on 29th January.000.000 CCPS were converted into 18.43 Allotted Convers for pursuant ion CCPS to allotte conversi d in on of March CCPS .397.15 357.000 1% Cumulative Non Convertible Redeemable Preference Shares of Rs.05 5 19-Feb-15 9.587 25. The Securities Premium amount as on 30th September.

230. Bombay .259 36.57 357. 2015 (Compo site Scheme) 11 8-Sep-15 44.711. of Equity Equity Securities (cash. by its order dated 2nd July.000 1 Shares CCPS Cash 365.46 Allotted Convers for pursuant ion CCPS to allotte conversi d in on of March Page 38 of 96 . Allotment Equity Value Price allotment of Cumulative Share Capital Shares (in Rs) consider ation No. Date of No. of Face Issue Nature of Nature No. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Sr. Shares Share Premium other Capital (in Rs cr) than (in Rs cr) cash etc) to the to the Resort Compos Compos s ite ite (India Scheme Scheme ) of Limite Arrange d ment pursua and nt to Amalga the mation Comp between osite Sterling Sche Holiday me Resorts (India) Limited (SHRIL ) and Thomas Cook Insuranc e Services (India) Limited (TCISIL ) and Thomas Cook (India) Limited (TCIL) and their respecti ve sharehol ders and creditors (Scheme ) sanction ed by the Hon’ble High Court.

50.00. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Sr.929 equity shares of Re.32 ESOP Cash 365. a premium travel operator in Hong Kong. and (ii) 4 equity shares of the Company were issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the amalgamation of residual Sterling into the Company. 2014 16. to Hon’ble High Court of Bombay Rs. Subsequent to Sterling’s demerger into TCISIL as per court approved scheme.58 357. The Scheme was approved by the shareholders of Thomas Cook (India) Limited by Postal Ballot on 21st October. The High Court Order was filed with the Registrar of Companies. Thomas Cook (India) Limited and its subsidiaries have entered into a definitive agreement with Kuoni Travel Holding Ltd.each to the shareholders of Sterling in pursuance of the Scheme on 3rd September. 5. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR The Board of Directors of the Company. 2015. Switzerland (Kuoni) for acquiring Kuoni Travel (India) Private Limited. by addition of 16 cr. for a consideration of INR 535 Crore. while the Hon'ble High Court of Bombay sanctioned the Scheme of the Company and TCISIL on 2nd July. Pursuant to the scheme.00. subject to regulatory approvals. Thomas Cook Insurance Services (India) Limited (“TCISIL”) & Sterling Holiday Resorts (India) Limited (“Sterling”) had at their meetings held on 7th February. Shares Share Premium other Capital (in Rs cr) than (in Rs cr) cash etc) CCPS . 383. Equity Shares of Re. 2015. After obtaining statutory approvals.1/. Date of No. 2015 Date of change (AGM/ EGM) Amount (in Rs) Particulars of change 7th March.000 Increase of the Authorized Capital from Rs. and (ii) amalgamation of residual Sterling into the Company. (i) 116 equity shares of the Company were issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the demerger of the resort and timeshare business of Sterling from Sterling to TCISIL. Mumbai on 18th August. The Hon'ble High Court of Madras sanctioned the Scheme of Sterling on 13th April. the scheme got effective and Sterling ceased to exist with effect from 18th August. Page 39 of 96 . to 291 cr. a travel operator in India.00.788. of Equity Equity Securities (cash.809 36. 2015. 2015 as per the above swap ratio.000 Increased the Authorized Capital from 275 cr.50 cr. 2015. 2014 approved a composite scheme of arrangement and amalgamation (“Scheme”). 1 each 2nd July 2015 (Date of Order of 92. 2015. The Scheme filed by TCIL and TCISIL with the Hon’ble Bombay High Court has been approved by the Hon’ble Bombay High Court by it order dated 2nd July. 2014 12 28-Oct-15 77. 2015. 2015 and thus. Pursuant to which there were: (i) a demerger of the resort and timeshare business from Sterling to TCISIL. CHANGES IN THE AUTHORIZED CAPITAL OF THE ISSUER FOR LAST FIVE YEARS & UPTO 30TH SEPTEMBER. pursuant to the Order of Hon’ble High approving the Composite Scheme) Court of Bombay approving the Composite Scheme of Arrangement & Amalgamation 6. TCIL completed the process of allotment of 48. 2015.657.. 291 cr. TCISIL's name has been changed to Sterling Holidays Resorts Limited ("SHRL") with effect from 1st September.83 Note: There are no preference shares that are outstanding as of date. of Face Issue Nature of Nature No. and Kuoni Travel (China) Limited.550 1 49. Allotment Equity Value Price allotment of Cumulative Share Capital Shares (in Rs) consider ation No. The Scheme was also approved by the [Hon’ble Bombay High/ Hon’ble Madras High Court] Court Convened Meeting of shareholders of the Company held on 13 January.

00 0 0.153.86 67.00 Institutions / Banks (e) Any other (specify) Sub-Total (A) (1) (2) Foreign (a) Individuals 0 0 0 0.384 0.153.645. SHAREHOLDING PATTERN OF THE ISSUER AS ON 30TH SEPTEMBER.A.00 0.00 Corporate (d) Financial 0 0 0 0. 2015 Categor Category Number of Total Number of Total Shareholding as a Shares pledged or otherwise y code of shareholders number of shares held in percentage of total encumbered by the promoters (I) Sharehold (III) shares (IV) dematerialize number of shares er (II) d form (V) As a As a Number As a percentage percentage of shares Percentage(IX)= of (A+B) of (VIII) (VIII) / (IV)*100 (VI) (A+B+C) (VII) (A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals / 0 0 0 0.00 0 0.00 Hindu Undivided Family (b) Central 0 0 0 0. Shareholding (1) Institutions (a) Mutual Funds 58 28.00 0 0.725 67.725 67.00 0.153.153.00 (Non- Resident Individuals/F oreign Individuals) (b) Bodies 3 248.00 Capital Funds Page 40 of 96 .00 0.00 0 0.86 67. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR NONE 8.00 Corporate (c) Institutions 0 0 0 0.00 0. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 7. N.00 Foreign Investor (e) Any Other 0 0 0 0.86 0 0.00 Government / State Governments (s) (c) Bodies 0 0 0 0.00 0.636.00 0 0.810 28.86 0 0 Shareholding of Promoter and Promoter Group (A) = (A)(1)+(A)(2) (B) Public N.A.83 7.944 58.725 248.725 67.00 Government / State Governments (s) (d) Venture 0 0 0 0.02 0.153.00 0 0.00 (d) Qualified 0 0 0 0.153.270 7.00 0 0.00 0.00 (specify) Sub-Total (A) 3 248.725 248.86 67.00 0.00 0.00 0.725 248.02 Institutions / Banks (c) Cental 0 0 0 0.00 0 0.83 / UTI (b) Financial 18 67.00 0.86 0 0 (2) Total 3 248.

00 Foreign Investor (d) Any Other (Specify) (i) Trust 9 15.001% Non Cumulative fully Convertible Preference Shares of Rs. Page 41 of 96 .00 TOTAL (A)+(B)+(C) * 316960827 = 272730827 equity shares of Re.03 their relatives Sub-total (B) 49.160.82 Portfolio Investors (Corp) Sub-Total (B) 135 65.495 0.00 0.433.00 (A)+(B) (C) Shares held by Custodians against which DRs are issued (GDR) (1) Promoter and 0 0 0 0.1/.00 0.647.00 100.359.577 28.329 365.259 362.1 Lakh (ii) Individual 17 6.217 100.082 8.191 52. 10/.607 13.326 117. which are yet to be credited into demat account of allottee as on 30th September. 2015. Outstanding Convertible Securities do not include any stock options issued by the Company.124.39 6. Promoter.397.76 1.03 0.918 6.989.each + 4423000 0.278.365. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation (e) Insurance 1 6. Note: The grand total number of 365711259 equity shares of Re.00 100.00 (ii) Directors & 2 100.00 Venture Capital Investors (h) Qualified 0 0 0 0.491 9.82 (1) (2) Non- Institutions (a) Bodies 1016 13.33 (2) Total Public 49.286.80 8.00 0.135.39 Institutional Investors (g) Foreign 0 0 0 0.692 6.805.each convertible into 44230000 equity shares of Re.00 0 0.76 Companies (f) Foreign 44 23.each allotted to Fairbridge Capital Mauritius Limited.918 1. on conversion of 4423000 Non Cumulative fully Convertible Preference Shares of Rs.722.711.495 100.1 Lakh (c) Qualified 0 0 0 0.1/.870.647.259 362.491 0.147 32.72 Shareholders holding nominal Share Capital in excess of Rs.78 3.171 14.78 Corporate (b) Individuals (i) Individual 48.329 365.185 3.217 100.00 0. Note: The promoters have not pledged or encumbered their shareholding in the Issuer Company.00 GRAND 49.00 Promoter Group (2) Public 0 0 0 0.each.321 17.534 114. 1/.557.14 Shareholding (B) = (B)(1)+(B)(2) TOTAL 49.433.481 6. whether vested or otherwise.82 1.188.each.82 17.692 1.088 48.80 Shareholders holding nominal Share Capital upto Rs.278.494 1.33 14.00 Foreign Investor (i) Any Other (Specify) (i-i) Foreign 14 6.286.446 65.00 0.14 32.492 32.711.494 6.includes 44230000 equity shares of Re.1/.00 0.506 23. 10/.72 1.

Information Memorandum Thomas Cook (India) Limited
Private & Confidential – Not for Circulation

9. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER (AS ON 30TH SEPTEMBER, 2015)

Sr. Name of the Total No. of No. of Equity Shares Total Shareholding as a
No. Shareholders Equity Shares held in demat form %age of Total No. of Equity
held Shares
1. Fairbridge Capital 248,153,725 203,923,725 * 67.86
Mauritius Limited
2. ICICI Prudential Mutual 14,989,699 14,989,699 4.10%
Fund & Groups
3. Birla Sun Life Trustee 9,075,227 9,075,227 2.48%
Company Private Limited
(Mutual Fund & Groups)
4. ICICI Prudential Life 6,433,494 6,433,494 1.76%
Insurance Company Ltd
5. Kotak Mahindra 4359365 4,359,365 1.19%
(International) Limited

6. India Capital Fund 3257692 3,257,692 0.89%
Limited
7. DSP Blackrock Small And 3,750,672 3,750,672 1.03%
Mid Cap Fund
8. Ramesh Ramanathan 2,981,165 2,981,165 0.82%

9. Morgan Stanley Asia 2,686,898 2,686,898 0.73%
(Singapore) Pte.
10. Copthall Mauritius 2,396,882 2,396,882 0.66%
Investment Limited
11. Bright Star Investments 2,174,400 21,74,400 0.59%
Pvt Ltd
Total => 298,084,819 253,854,819 81.51%

* as on 30th September , 2015, 44,230,000 equity shares of Re.1 each allotted to and held by Fairbridge Capital
Mauritius Limited were yet to be dematerialised and credited into its respective demat account.

10. PROMOTER HOLDING IN THE ISSUER (AS ON 30TH SEPTEMBER, 2015)
Sr. Name of Total No. of No. of Equity Total No of % of Equity
No. Shareholder Equity Shares held in shareholding as a Equity Shares pledged
Shares held demat form %age of Total No. Shares with respect to
of Equity Shares Pledged shares owned
1. Fairbridge 248,153,725 203,923,725* 67.86 0 0.00%
Capital Mauritius
Limited
* as on 30th September, 2015, 44,230,000 equity shares of Re.1 each allotted to and held by Fairbridge Capital
Mauritius Limited were yet to be dematerialised and credited into its respective demat account.

11. BORROWINGS OF THE ISSUER

A. SECURED LOAN FACILITIES (CONSOLIDATED) (AS ON 30TH SEPTEMBER, 2015)
Lender’s Name Type of Amount Principal Repayment Security
Facility Sanctioned Amount Date/
(Rs in crore) Outstanding Schedule
(Rs in crore)
L & T Finance Vehicle Loan 2.23 1.08 Repayable in Hypothecation of
48 EMIs Vehicles

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Information Memorandum Thomas Cook (India) Limited
Private & Confidential – Not for Circulation

Kotak Mahindra Vehicle Loan 1.28 1.02 Repayable in Hypothecation of
48 EMIs Vehicles
Kotak Mahindra Vehicle Loan 0.85 0.73 Repayable in Hypothecation of
60 EMIs Vehicles
Bramer Banking Vehicle Loan 0.38 0.28 Repayable in Hypothecation of
Corporation Ltd** 60 EMIs Vehicles
Dolberg Asset Vehicle Loan 0.15 0.10 Repayable in Hypothecation of
Finance Ltd** 60 EMIs Vehicles
MCB** Overdraft 4.60 - Fixed Deposits
Facility
Sampath Bank** Short Term 1.86 1.39 Due for Fixed Deposits
Loan Repayment
on
31/12/2015
HDFC Bank Securitisation 10.00 9.69 Repayable by Accounts Receivable
way of EMIs
over 3.7 years
HDFC Bank Securitisation 6.50 6.50 Repayable by Accounts Receivable
way of EMIs
over 3.6 years
Kotak Mahindra Vehicle Loan 0.46 0.06 Hypothecation of
Vehicles
Kotak Mahindra Overdraft 10.00 - On Demand Secured by first &
Facility exclusive charge on
immovable property
being land situated at
Kodaikanal and
exclusive
hypothecation charge
on all existing and
future inventory and
receivables relating to
Resorts.
Axis Bank Limited Cash Credit 52.39 On Demand Charge on receivables
and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company
Axis Bank Limited Bill 14.00 8.81 On Demand Charge on receivables
Discounting and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company
Yes Bank Limited Cash Credit 17.00 11.74 On Demand Charge on receivables
and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
Page 43 of 96

Information Memorandum Thomas Cook (India) Limited
Private & Confidential – Not for Circulation

the company

Yes Bank Limited Bill 20.00 17.74 On Demand Charge on receivables
Discounting and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company
Yes Bank Limited Working 14.00 14.00 On Demand Charge on receivables
Capital Loan and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company
The Bank Of Nova Working 50.00 50.00 On Demand Charge on receivables
Scotia Capital Loan and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company
Kotak Bank Limited Working 25.00 23.00 On Demand Charge on receivables
Capital Loan and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company
State Bank of India Cash Credit 31.00 25.46 On Demand Charge on receivables
and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company
State Bank of India SLC 4.00 4.00 On Demand Charge on receivables
and other chargeable
current assets of the
company and
additionally by way of
hypothecation of
tangible fixed assets of
the company

Page 44 of 96

4 ** These figures are as per Bank Statements.a.52% 100 15th April. C. UNSECURED LOAN FACILITIES (CONSOLIDATED) (AS ON 30TH SEPTEMBER. 2015) Debenture/ Tenure Coupo Amount Date of Repay Credit Secured/ Security Debenture / n Rate Outstanding Allotment ment Rating Unsecur Series Period (% (Rs in crore) Date/ ed of p.41 0.4 On demand Total 533 201.52 On Demand Charge on receivables Capital Loan and other chargeable current assets of the company and additionally by way of hypothecation of tangible fixed assets of the company NSDC Other Loan 3. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Yes Bank Limited Packing 3.52 49.00 3.00 2. As per ICRA Unsecure NA 2013 Annexu AA/ d re 3 Stable & CRISIL AA- Page 45 of 96 . 2015) Lender’s Name Type of Amount Principal Amount Repayment Date/ Facility Sanctioned Outstanding Schedule (Rs in crore) (Rs in crore) ICICI Prudential Non 90 Corporate Debenture Convertible Fund Debentures 200 As per Annexure 3 ICICI Prudential Non Regular Savings Plan Convertible 110 Debentures Various Banks** Overdraft 333 1. B.08 On Demand Charge on receivables Credit and other chargeable current assets of the company and additionally by way of hypothecation of tangible fixed assets of the company ICICI Bank Canada** Working 49.00 On Demand Hypothecation of Project assets HDFC Bank Vehicle Loan 0.09 Repayable in Hypothecation of 36 EMIs Vehicles ** The Secured borrowings have been raised by Foreign subsidiaries of Thomas Cook (India) Limited in their respective local currency.) Schedul Maturi e ty INE332A08014 5 years 10. NON CONVERTIBLE DEBENTURES/ DEBENTURES (AS ON 30TH SEPTEMBER.

NIL 2. JOINT VENTURE ENTITIES. As per ICRA Unsecure NA 2015 Annexu AA/ d re 3 Stable INE332A08048 5 years 09. Total 15. 2015) Sr. OPTIONALLY/COMPULSORILY CONVERTIBLE DEBENTURES/ DEBENTURES/ PREFERENCE SHARES) – CONSOLIDATED (AS ON 30TH SEPTEMBER. Names of Debenture holder Total amount of Debentures held (Rs in Crore) 1 ICICI PRUDENTIAL CORPORATE 90 DEBENTURE FUND 2 ICICI PRUDENTIAL REGULAR 110 SAVINGS PLAN TOTAL 200 13. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY CONVERTIBLE DEBENTURES (“FCCBs”). The Issuer has not issued any corporate guarantee in favour of any counterparty including its subsidiaries. No. 2015) Sr.37% 34 31st August. 2015. As per ICRA Unsecure NA 2015 Annexu AA/ d re 3 Stable INE332A08030 5 years 09. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation /Stable INE332A08022 5 years 09. COMMERCIAL PAPER ISSUED BY THE ISSUER – CONSOLIDATED (AS ON 30TH SEPTEMBER.37% 33 31st August. ETC.37% 33 31st August. As per ICRA Unsecure NA 2015 Annexu AA/ d re 3 Stable 12. as on 30th September. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF VARIOUS COUNTER PARTIES INCLUDING ITS SUBSIDIARIES. Maturity date Total face value amount of commercial papers outstanding (Rs in crore) 1. 2015. GROUP COMPANIES. No. joint venture entities. 14. TOP 10 DEBENTURE HOLDERS (AS ON 30TH SEPTEMBER. etc. group companies. 2015) Party’s Name (in Type of Amount Principal Repayme Credit Secured / Security case of facility)/ Facility/ Sanction Amount nt date/ rating unsecured Instrument Name Instrument ed/ outstanding schedule Issued (Rs in crore) (Rs in crore) NIL Total Page 46 of 96 . AS ON 30 SEPTEMBER.

36 21. 18. b) The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance of delay or default in the last 5 years. wherever necessary.12 610. DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER.51 2 Non Current Liabilities (a) Long Term Borrowings 168.26 1.43 376. Statement of Assets & Liabilities (Standalone) (Rs. 17. d) The Issuer has not defaulted in any of its payment obligations arising out of any corporate guarantee issued by it to any counterparty including its subsidiaries. ABRIDGED AUDITED STANDALONE AND CONSOLIDATED FINANCIAL INFORMATION OF THE ISSUER Audited Financial Statements for the period ended March 2015. c) The Issuer has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind of roll over against any of its borrowings in the past.97 1. December December Particulars 30.60 Share Application Money Pending Allotment 0. etc.14 0. 2015 2015 31.59 4.24 .145. AT A PREMIUM OR DISCOUNT. etc.18 585. in the past.113. group companies. short term/working capital loans from banks. at a premium or discount or in pursuance of an option since inception. OR IN PURSUANCE OF AN OPTION The Issuer confirms that other than and to the extent mentioned elsewhere in this Information Memorandum. The Issuer has also issued non convertible debentures in 2013 & 2015 to finance its working capital requirement.22 (b) Deferred Tax Liabilities (Net) .154.79 398. in Crore) As on As on As on As on September March 31.190. whether in whole or in part.57 31.91 (b) Reserves & Surplus 1. 2.70 25. joint venture entities.30 2. 2013 31.28 101. SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES.44 Page 47 of 96 . for the year ended 2013 and for the year ended 2012 Note – Audited Figures for the previous periods are re-classified / re-arranged /re-grouped. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH. DEFAULT(S) AND/OR DELAY(S) IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS. WHETHER IN WHOLE OR PART.24 2. 2012 Equity And Liabilities 1 Shareholder's Funds (a) Share Capital 36. it has not issued any debt securities or agreed to issue any debt securities or availed any borrowings for a consideration other than cash.59 101. commercial paper. - 1. IN THE PAST 5 YEARS a) The main constituents of the Issuer’s borrowings are generally in the form of overdraft. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 16.

62 73.56 268.50 (c) Cash And Bank Balances 154.95 (e) Other Current Assets 70.96 114.55 23.33 0.58 22.30 12.00 (c) Deferred Tax Asset (Net) 0.00 (b) Inventories 0.55 53.84 3.59 189.05 80.19 1.66 205.91 (c) Other Current Liabilities 137.16 54.23 70.38 29.033.96 .088.56 1.51 0.51 1. .41 (iii) Goodwill on Consolidation/Amalgamation 4.62 53.72 (d) Short Term Loans & Advances 99.994.089.09 50.94 3 Current Liabilities (a) Short Term Borrowings 37.06 140.62 (d) Long Term Provisions 0.84 431.51 0.31 10.836.65 2 Current Assets (a) Current Investments 180.90 1.26 8.68 122.47 (ii) Intangible Assets 8.00 125.09 (b) Trade Payables 408.095.28 16.46 22.79 167.26 49.10 176.25 194.81 20.87 598.92 54.99 0.35 67.59 (d) Short Term Provisions 15.66 Page 48 of 96 .45 92.42 9. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation (c) Other Long Term Liabilities 36.08 216.07 22.16 183.16 552.39 . - (iii) Capital Work in Progress 101.69 354.62 1.06 138.66 18.25 453.67 44.43 (b) Non Current Investments 1.05 210.09 (d) Other Non Current Assets 1.49 1.42 34.81 182.91 Assets 1 Non Current Assets (a) Fixed assets (i) Tangible Assets 47. .48 18.39 11.79 58.48 0.05 0.40 516.75 122.46 TOTAL 1.28 127.01 --. --. - (c) Long Term Loans & Advances 54.038.22 (iv) Intangible Assets Under Development 1.45 64.15 263.33 163.56 1.99 131.10 0.60 164.08 70.01 859. --- (b) Trade Receivables 231.

31 (b) Diluted 1.78 11.96 2. - Bad Debts and Advances written off 5.09 1.22 30.13) (2.11) Finance Costs 48.21 46.23 100. .16 (b) Finance Costs 22.81 15.56 1.87 104.83 TOTAL 1.31 513. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 735. In Crore) Particulars 15 months period Year ended Year ended ended March 31.82 (e) Advertisement Expenses 14.10) (0.91 Statement of Profit and Loss (Standalone) (Rs.31 1. 1 each) (a) Basic 1.01 859.98 0.88 0.15 148.66 Interest on Income Tax Refund (0.36 Expenses (a) Employee Benefits Expense 90.58 375.19 11. 2013 December 31.82 Total Expenses 197.89 369. 2015 Revenue from Operations 243.088.39 Page 49 of 96 .50 9. 2012 2015 Cash flows from operating activities : Profit Before Tax 48.77 500.836.56 148.85) (0.05 Provision for Diminution in the value of Non - Current Investments .17 24.05 3.59 Profit After Taxation 31.31) (0.44 48.72 Loss on sale of Fixed Assets (Net) 1.13 48.08 15.57 377.43) (0.78 11.87 464.79 Tax Expense (a) Current Tax 18.29 73.15 26.66 (0.69 5.12 49.82) Dividend Income from Investments (8.41 24.78 312.19 11.66 147.23 Total Revenue 246.57 37.81 504.79 Adjustments for: Interest Income (3.25) Depreciation and Amortization 14. In Crore) Particulars Six Months 15 months Year ended Year ended Ended period December December September ended 31.59) Total Tax 16.27) (0.69) (0.15 26.07 386.20 Earnings Per Share –(Face Value Re.72 (d) Other Expenses 61.95 0. 2013 31.13 Other Income 2. 2012 30.54 12. December 31.57 Profit Before Tax 48.99 21.70 26.994.62 70.62 70.29 73.50 15.35) Expenses/(Write back) on Employees Stock Options Schemes (Net) 10.26 Statement of Cash Flow (Standalone) (Rs.02 25. 2015 March 31.19 1.32 14.67) (5.18 (b) Deferred Tax (1.63 525.22 30.63 33.10 1.29) (1.29 215.11 1.91 2.23 682.05 (c) Depreciation and Amortization Expenses 9.34 0.96 304.

78) (25.38 0.63 75.32) Increase / (Decrease) in Other Liabilities 152.34 (27.11) (1.99) 6. - Purchase of Current Investments (4.35 Advance against Investment in Subsidiary (3.25) (1.73) (15.43 0.14) (105.60) 1.87 2.11 Net cash from Operating Activities 151.264.36) (9.94 (Increase) / Decrease in Trade Receivables (41.21 176.36 0.18) Net cash used in Investing Activities (598.56 Dividend Received 2.63 125.76 Operating Profit Before Working Capital Changes 115.327.06 (5.99 177.22) Cash flows from Financing activities Proceeds from Issue of Equity Shares under Employees Stock Options Schemes and Institutional Placement Programme ("IPP") 6.89) (1.69) (11. - Refund of share application money from Subsidiary 60.52 104.08 1.67 (Increase) / Decrease in Loans and Advances (55.67 5.89) Increase/(Decrease) in Provisions 0.82 115.404.90 2.84 Changes in working capital: Increase/(Decrease) in Trade Payables 20.42 6.87 1.10 0. - Interest received on share application money from Subsidiary 2.24 Page 50 of 96 .58) 46.344.252.74) Interest on Income Tax Refund 0.09 Income Taxes Paid (Net of refunds received) (19.56 0.11 .93 4.00) (259.58) Payment of share application money to Subsidiary (60. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Provision for Doubtful Debts and Advances (Net) (2.69) (1.00 .23 (0.00) .55) Cash generated from Operations 170.50 109.05 (9.33) 3.35) Sale of Current Investments 4.95) Interest Received 0.91) (327.52 (1.279.60) (Increase) / Decrease in Other Assets (20.44) (19.79) 3.34 Investment in Fixed deposits having maturity over three months (15.17) Investment in Subsidiary (580.76 Purchase of Fixed Assets (24.46 Cash flows from Investing activities Proceeds from sale of Fixed Assets 0.75 0.55 195.77 0.

During the period.001% Compulsorily Convertible Preference Shares ("CCPS") 500. (115.43 2 Minority Interest 98.301.03 32.70 25. 2015 31.90 75.08 (1.40 129. 2015 and are therefore not comparable with those of the previous years.35 2.58 104. (54.88) (31.94 45. 1. 2012 Equity And Liabilities 1 Shareholder's Funds (a) Share Capital 36.60 - Repayment of Short-Term Loans .50) Net (Decrease) /Increase in Cash and Cash Equivalents during the period/year 39.00) (40.45 244.5 11. Numbers have been rounded off to the nearest 2 (two) decimals Statement of Assets & Liabilities – Consolidated (Rs.17) 0.78) Repayment of Commercial Paper .36 21.62) Net cash from/ (used in) Financing Activities 486.64 6.74 92.09 343.50) (20.45 Notes:- 1.16 1.382.71 Cash and Cash Equivalents at the end of the period/year 131. 2015 31.67 2.32) (7.333. 2. 100.00 - Dividend Paid for the period / year (9.62) (1.59 1.05 209.34 1.49 0.24 .98 - 3 Non Current Liabilities (a) Long Term Borrowings 185.54 167.81 438.45 416.345.54 167.38 22. In Crore) As on As on As on As on September March December December Particulars 30. - 1. - Proceeds from issue of 10.52 Share Application Money Pending Allotment 0.57 31.91 (b) Reserves & Surplus 1.23 Page 51 of 96 .29) Bank overdraft availed 37.00 .52% Non convertible Debentures . the Company has changed its financial year from December 31 to March 31.94 Finance Costs paid (46.49 (b) Other Long Term Liabilities 381.98) Tax on Dividend Paid for the period / year (1.81 663. 2014 to March 31.05 101.58) (1.09 (d) Deferred Tax Liabilities (Net) .64 457. 2013 31.75 688.03 578.62 (c) Long Term Provisions 12.88) - Proceeds from / (Repayment of) Finance Lease Liability (Net) 0. Accordingly.26) Cash and Cash Equivalents at the beginning of the period/year 92.14 0.91) ( 77.54) (9. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Proceeds from Issue of 'Class D' 0.71 (76.30 1.31 20.20 ( 74. the figures for the current period are for the fifteen month period from January 1.

125.73 3.244.24 19.32 1.71 53.02 955.47 (f) Other Current Assets 269.35 369.611.916.93 505.72 1.77 (b) Trade Payables 601. - (c) Long Term Loans & Advances 140.97 142.19 Other Income 22.13 113.44 - (c) Trade Receivables 748.22 (v) Intangible Assets Under Development 1.95 479.361.97 108.287.20 161.6 1.3 9.01 3.09 (b) Non Current Investments 0.860.94 330.08 42.89 1. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 4 Current Liabilities (a) Short Term Borrowings 301.40 644.59 90.03 (d) Other Non Current Assets 92.86 12.09 (c) Deferred Tax Asset (Net) 1.67 2.29 Statement of Profit And Loss (Consolidated) (Rs.97 339.88 3.296.09 0.18 1.16 292.5 16.86 11.54 63.83 .456.93 1.9 278.32 86.03 430.00 109. 2015 Particulars 2015 31.92 10.81 145.04 8. 2013 31.87 (iii) Goodwill On Consolidation/ Amalgamation 629.124.893.75 3.56 184.523.91 3.47 208.84 175.51 (d) Cash And Bank Balances 256.96 28.29 108.56 950.125.86 82.64 306.51 Expenses (a) Employee Benefits Expense 1.523.520.2 484.09 210.58 207.93 638.87 (d) Short Term Provisions 49.62 2.95 440.35 148.09 0.52 1. .286.28 1.69 2 Current Assets (a) Current Investments 421.77 247.4 (iv) Capital Work in Progress 300.397.82 42.92 75.31 69.42 277.06 217.51 TOTAL 3.295. 2012 Revenue from Operations 1.63 TOTAL 3.7 (c) Other Current Liabilities 445.09 0.93 1.29 1.58 183.02 955.31 Total Revenue 1.37 102.24 269.576.456.62 94.16 0.88 3.71 122.28 14.66 (b) Inventories 3.4 350.22 741.30 1.55 Page 52 of 96 .60 154.56 235.99 (ii) Intangible Assets 104.73 159.03 0.27 920.29 Assets 1 Non Current Assets (a) Fixed assets (i) Tangible Assets 325.99 2.84 659. In Crore) Six Months 15 months Year Year Ended ended ended ended September March December December 30.71 (e) Short Term Loans & Advances 160.

01 (c) Depreciation and Amortization Expenses 27.31 Statement of Cash Flow (Consolidated) (Rs.71 1.46) ( 0.21 112.94 122.29 5.43 Profit Before Tax 96.70 Operating Profit Before Working Capital Changes 269.115.19 -6.08 Tax Expense (a) Current Tax 39.16) 119.72 50.44 Less: Minority Interest -7.21 174.25) Depreciation and Amortisation 41.64 -0.65 Profit After Tax and Before Minority Interest 60.43 Total Expenses 1.55 14.84 Provision for Doubtful Debts and Advances (Net) 3.75 0.52 3.43 17. 1.46) (5. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation (b) Finance Costs 34.43) (4.03) 40.37) Expenses / (Write back) on Employee Stock Options Schemes (Net) 10.26 77.52) (0.33 1.82 26.44 Earnings Per Share –Face Value Re.29 51.64 0.31) Dividend Income from Investments (16.7 -1.68 31.00 58. (a) Basic 1.38 90.87 155.13 374.98 2.18 Loss on sale of Fixed Assets (Net) 1.55 14.70 71.18 (d) Other Expenses 208.50 4.21 170.68 31.72 36.75) ( 0.83 3.53 26.99 102.88 0.34 68.37 2.37 (b) Diluted 1.78 4.92 17.64 2.21 33.5 - Profit After Tax and Minority Interest 52.83) (Decrease) in Provisions (1.08) (1.1 each.54 119.56 2.88 51.43 17.14 41.99 102.83 -22.80 2.01 Bad Debts and Advances written off 8.57 (7.69 363.08 Adjustments For : Interest Income (19.26 (e) Advertisement & Sales Promotion Expenses 29. Particulars 31 2015 2013 2012 Cash flow from operating activities : Profit Before Tax 170.69 (c) Deferred Tax -3.20 Page 53 of 96 .81 Changes in Working Capital : (Decrease) / Increase in Trade Payables (29. December 31.40) (1.65 33.94) Increase / (Decrease) in Other Liabilities 187.21 33.24 -1.44 (16.820. In Crore) 15 months Year ended Year ended ended March December 31.68 1.54) (1.04 Interest on Income Tax Refund (2.26 77.36 (b) MAT Credit Entitlement .66 (0.22 50.10) Finance Costs 71.15 62.08 23.98 Total Tax 36.57 2.193.

27 1.89) Page 54 of 96 .426.10 135.50) (32.26) 1.028. - Investment in Hofincons Infotech & Industrial Services Private Limited (50.60) Interest on Income Tax Refund 2.58) Net cash from/ (used in) Financing Activities 565.00 .60) (1.75 0.37 (75.10 Finance Costs paid (66.27 (Increase) in Loans and Advances (34.70 177.08 1. - Net cash used in Investing Activities (646.52% Non convertible Debentures . 100.42) (15.53 Investment in Fixed deposits having maturity over three months (19.86 (148.00) (104.46) Cash generated from Operations 195.55) .47) (385.525.04) (Increase) in Other Assets & Inventories (47.55 Purchase of Fixed Assets (104.01 Income Taxes Paid (Net of refunds received) (66.66) (20.65 3.89) (39.94) (1. - Investment in Brainhunter Systems Limited (0.77) (7.52) (23.45 12.77 1.28) (7.37 Purchase of Current Investments (5. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation (Increase) / Decrease in Trade Receivables (149.31) (15.31) (40.78 1.37) (Repayment of)/Proceeds from Finance Lease Liability (Net) (0.98) Tax on Dividend Paid for the year/period (2.08) (1.43) Cash Flows from Financing activities Proceeds from Compulsorily Convertible Preference Shares (CCPS) 500.46 5.051. (259.08 88.51) (9.54) (25.63) Investment in Quess Corp Limited .29) Interest Received 11.00 - Dividend Paid for the year/period (9.03 114.307.05 Dividend Received 16.06) (1.54) . - Proceeds from Issue of Equity Shares under Employee Stock Options Schemes and Institutional Placement Programme (IPP) 7.52 0.23) 16.07 0.46) (19.72 1.63) (1.29) Proceeds from / (Repayment of) Borrowings (Net) 136.95) (28.24 Proceeds from issue of 10.38) (1.93 4.30) .27) (12.66 258.25) - Investment in Sterling Holiday Resorts (India) Limited (478.01) Sale of Current Investments 5.379.11 Net cash from Operating Activities 131.51 Cash flows from Investing activities Proceeds from sale of Fixed Assets 1.43 219.

2013 (Standalone) Amount in Rupees Fifteen months ended Year ended March 31. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Effect of exchange fluctuation on translation reserve (3. Numbers have been rounded off to the nearest 2 (two) decimals. 2013 (i) Ultimate Holding Company Reimbursement of Expenses (Net) 11. 2013 included the consolidated audited financial statements of Quess Corp Limited ( Formerly IKYA Human Capital Solutions Limited ) for the period May 14. 2015.86) Cash and Cash Equivalents at the beginning of the period/year 147. Similarly consolidated audited financial statements for the period ended 31st March . During the period. In the previous year the consolidated audited financial statements for the year ended 31st December.89 206.59 0. 2013 & consequently consolidated audited financial statements for the period ended March 31.89 206. 2015 are not comparable with previous year . 2015 and are therefore not comparable with those of the previous years. the figures for the current period are for the fifteen month period from January 1.27 14.72 Notes: - 1.980 1. Accordingly. Details of Related Party Transactions entered during the last three financial years A. 2015 December 31.918 18.501 (ii) Holding Company Page 55 of 96 . Related Party Transactions for the 15 months ended 2015 and the year ended 31st December.433. 2015 include the consolidated audited financial statements of Sterling Holiday Resorts (India) Limited for the period September 3 . 2014 to March 31.794.94 Total Increase / (Decrease) in Cash and Cash Equivalents during the period / year 46.308.95 147. 2. 2014 to March 31.18 - Cash and Cash Equivalents at the end of the period/year 236.01) (64. 2013 to December 31.79 (73.58 Opening Cash and Cash Equivalents of subsidiaries acquired 42. the Company has changed its financial year from December 31 to March 31.534 Fairfax Financials Holdings Limited Balances as at the period/year end - Outstanding Receivables Fairfax Financials Holdings Limited 3.25) 4.72 271.725. 3.

861 Company Limited TC Visa Services (India) Limited 49.553 2.584 Page 56 of 96 .577.884 Thomas Cook (Mauritius) Operations 3.901 830.649.053 28. 2014) Reimbursement of Acquisition related expenses 20.482 36.195.835 520.185 Thomas Cook Insurance Services (India) 1.355.583 Quess Corp Limited (Formerly known as 5.517 'IKYA Human Capital Solutions Limited' (w.f September 3.500 19.f May 14.147 Fairbridge Capital (Mauritius) Limited (iii) Subsidiary Companies Reimbursement of Expenses (Net) Travel Corporation (India) Limited 26.507. 1.147 69.159.051.449 - Limited Indian Horizon Marketing Services Limited 2.000 - Fairbridge Capital (Mauritius) Limited Dividend remitted 69.571.620.360 - Private Limited (merged with Quess Corp effective July 1. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Reimbursement of acquisition related expenses .820 - (w. 2014) Hofincons Infotech & Industrial Services 1.e.704.000.584.620.248.500 19.686 Thomas Cook Lanka (Private) Limited 19.874 (Formerly known as 'Indian Horizon Travel and Tours Limited') Thomas Cook Tours Limited 2.712 - Thomas Cook Insurance Services (India) Limited Sale of Services* - Thomas Cook (Mauritius) Holidays Limited 5.855.e. 2013)) Sterling Holiday Resorts (India) Limited 216.537 Fairbridge Capital (Mauritius) Limited Subscription to CCPS 5.000.040 33.

e.000 4. 2014) 243.206 40.440.422 - Magna Infotech Limited (merged with Quess Corp Limited effective January 1. 2014) Facilities and Support Services Provided Thomas Cook Insurance Services (India) .239.828 - Page 57 of 96 .f September 3.854.528 975.881.130.e.200. 2013)) 50.308 - (w.607 6.f September 3.150 1.040. 2014) 658.072 - Magna Infotech Limited (merged with Quess Corp Limited effective January 1.623.745.580.094 - CoAchieve Solutions Private Limited Interest on Loans and Advances Travel Corporation (India) Limited 11. 2014) 1.245 TC Visa Services (India) Limited 54.017 'IKYA Human Capital Solutions Limited' (w.589 Avon Facility Management Services Limited (merged with Quess Corp Limited effective January 1.125.030.f May 14.590.966 2.377 75.185 - Avon Facility Management Services Limited 1.698.772 Quess Corp Limited (Formerly known as 'IKYA Human Capital Solutions Limited' (w.825.550 - Sterling Holiday Resorts (India) Limited (w.f May 14.585.695 Sterling Holiday Resorts (India) Limited 4.796.710 - (merged with Quess Corp Limited effective January 1.000 Limited TC Visa Services (India) Limited 1.071 18.600 Services Availed # Thomas Cook (Mauritius) Holidays Limited 57.633. 2014) Other professional charges (Outsourced staff) 71.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Quess Corp Limited (Formerly known as 18.567.711. 2013)) Travel Corporation (India) Limited 108.e. 1. 2014) Facilities and Support Services Received TC Visa Services (India) Limited 1.e.

067.566 - Quess Corp Limited (Formerly known as 'IKYA Human Capital Solutions Limited' (w.988 10. 2013)) 64.e.000 - Limited Payment & refund of Share Application Money Thomas Cook Insurance Services (India) 600. 15.113 Limited .413.800.849 - Limited Balances as at the period/year end - Outstanding Receivables Thomas Cook Insurance Services (India) 851.483 Indian Horizon Marketing Services Limited (Formerly known as 'Indian Horizon Travel and Tours Limited') 50.870 - 19.199 - Avon Facility Management Services Limited (merged with Quess Corp Limited effective January 1.000 3.726.553 - Travel Corporation (India) Limited 1.504 Sterling Holiday Resorts (India) Limited (w.f September 3. 3.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Interim Dividend Travel Corporation (India) Limited 63.483 Thomas Cook Tours Limited Thomas Cook (Mauritius) Operations 3.825.e.681 TC Visa Services (India) Limited 954.000.920 - Subscription of Equity Share Capital Thomas Cook Insurance Services (India) 5.217 - Company Limited Thomas Cook (Mauritius) Holidays Limited 174.f May 14. 2014) 85.309. 2014) 243.756.886.737 Thomas Cook Lanka (Private) Limited .106.422 - Magna Infotech Limited (merged with Quess Corp Limited effective January 1.151 19.000.000 - Limited Interest received on Share Application Money Thomas Cook Insurance Services (India) 21. 2014) Page 58 of 96 .

828 26.609 Mahesh Iyer 12.046.839. R.857 - Sale of Services (v) Key Management Personnel Madhavan Menon 45.452 Rajeev Kale 13.089.377 9.663.969 7.443 37.204.407 7.067.528.436. Kenkare 17.369 431.402.622 - Avon Facility Management Services Limited 9. 1.443 Amit Madhan 13.085 Mona Cheriyan 7.046 Travel Corporation (India) Limited 11.282.817 Quess Corp Limited (Formerly known as 4.690 @ Gratuity is contributed for the Vinayak K Purohit .877.835.569 12.204 11.150 Reimbursement of acquisition Fairfax (Barbados) International Corp.831.063 15.957 741.828.601. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Interim Dividend Receivable 63.781 31.698. 2014) Fellow Subsidiaries .781 Thomas Cook Lanka (Private) Limited Outstanding Payables Thomas Cook (Mauritius) Holidays Limited 2.537. (iv) related expenses - Fairbridge Capital Private Limited 87.561 Reimbursement of Expenses (Net) Fairbridge Capital Private Limited 1.658.167.504.086 'IKYA Human Capital Solutions Limited' (w.653.968. Commission to Non-Executive Page 59 of 96 .611 Company as a whole & hence Rakshit Desai .658.371.079 - Ambreesh Mahajan . 9. 2013)) CoAchieve Solutions Private Limited 68.721 Madhav Pai .269 2.262 Debasis Nandy 19.e.181. 2.920 - Travel Corporation (India) Limited Advance against Investment in 31.f May 14.255.270 (merged with Quess Corp Limited effective January 1.732 excluded. 639.427 Remuneration @ R.783 TC Visa Services (India) Limited 10. 15.018.953.746.

178 1.051.875 44.000 Uday Chander Khanna 1.345 Page 60 of 96 .185 Reimbursement of Expenses (Net) Thomas Cook UK Limited (upto 14th August.296.726.380 22.415.734 1.500. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Directors Mahendra Kumar Sharma 1.500.000 Relatives of Key Managerial Personnel Rent Expenses Lili Menon 2.000 B.008 Dividend remitted TCIM Limited.500. Related Party Transactions for the years ended 31st December 2012 and 31st December 2011 (Standalone) Year ended Year ended December December 31.918 17. 2012 31.490.004.415.296. 11.751 54.000 Kishori Udeshi 1.500.663 Travel Corporation (India) Limited 22.225.000 Balances as at Period /Year end (vi) Deposit Receivable Lili Menon 16.000 Ramesh Savoor 662.581 (ii) Subsidiary Companies Reimbursement of Expenses (Net) Thomas Cook Insurance Services (India) Limited .220 20. 2012) 14.977.696 1.918 Balances as at the year end - Outstanding Payables Thomas Cook UK Limited** . 29. UK 44.500.082.500 1.926.500.875 Thomas Cook UK Limited 17.415.461.000 Krishnan Ramachandran 675.798.004.000 16. 2012) 1.696 1.500. 2011 (i) Holding Company License Fees Thomas Cook UK Limited (upto 14th August.696 1.407.

765.000 Thomas Cook (Mauritius) Operations Company Limited 796. 14.652.857 14.463.858.837 Others (upto 14th August.633.000 Services Availed # Thomas Cook (Mauritius) Holidays Limited 50. Germany (upto 14th August.204.482.088 Indian Horizon Travel and Tours Limited 29.659.153 - Advance against Investment in Thomas Cook Lanka (Private) Limited 31.192 Facilities and Support Services Provided Thomas Cook Insurance Services (India) Limited 7.845 Sale of Services* Thomas Cook (Mauritius) Holidays Limited 3. 28.456 3.426 12.456 12.462 - (ii i) Fellow Subsidiaries Sale of Services* Thomas Cook Tour Operations Limited. 2012) 188.426 3.138 Thomas Cook Signature (upto 14th August.029.192 Thomas Cook AG.840.500.781 - Outstanding Payables Thomas Cook (Mauritius) Holidays Limited 5. 2012) .925.145.513 Travel Corporation (India) Limited .502 252.039 Thomas Cook Lanka (Private) Limited 18.829.769 Travel Corporation (India) Limited 45.410 400.613. 165.500 Thomas Cook (Mauritius) Operations Company Limited 2.179 Services Availed # Page 61 of 96 .000.329.892 43. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Indian Horizon Travel and Tours Limited 17. UK (upto 14th August.220 - Export of Foreign Currencies* Thomas Cook (Mauritius) Operations Company Limited .251.801.351 639.000 30. 2012) . 2012) 12.000 Thomas Cook Tours Limited 29.560.337 6.658.500 Thomas Cook Tours Limited 17. 10.566 4.933 Balances as at the year end - Outstanding Receivables Thomas Cook Insurance Services (India) Limited 8.

178.313.500.399 - Ambreesh Mahajan 1.000 1.762.076 Amitabh Pandey 6.718.710.554. UK** .926. 4.969 R.500.809. 2012) 6.098 Balances as at the year end - Outstanding Receivables Thomas Cook Tour Operations Limited.658 - Vinayak K. 2012 (iv ) Key Management Personnel Remuneration @ Madhavan Menon 20.926.616 Rakshit Desai 31.000 Balances as at the year end - Deposit Receivable Lili Menon 16. R. Prasanth Nair 4.463 9.154.087 16.073 6.474.277 28.830 @ Gratuity is contributed for the Company as a whole and hence excluded (v ) Relatives of Key Management Personnel Rent Expense Lili Menon 1. - Others** . 4. Egypt (upto 14th August.914. D.628.147 7.097 Outstanding Payables Thomas Cook Overseas Limited.840.455. Germany** .758 19.000 Page 62 of 96 .321.318 Madhav Pai 4.988 99.376.022.044. Egypt** .008 *Sale value of transactions # Purchase value of transactions **The balance is not disclosed as the related party relationship does not exist as at 31st December. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Thomas Cook Overseas Limited.310.313. Kenkare 10.946.306 9.217 88.863 Dr.858. 21.000 16.355 - Debasis Nandy 3.790 Thomas Cook AG. Purohit 17.254.

the Company made a formal announcement about the conclusion of the acquisition of 100% shareholding of Kuoni Travel (China) Limited. and Kuoni Travel (China) Limited. 535 crore. 2015. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 19. The Company has also amended its authorized share capital by reclassifying its equity and preference share capital on 27th November. a destination management company in Sri Lanka. a wholly owned subsidiary of the Company. 2015. a travel operator in India. completed the acquisition of Luxe Asia Private Limited. 2015. the Company has signed a definitive agreement with Kuoni to acquire Kuoni Travel (India) Private Limited. MATERIAL EVENT. DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE On 30th July. for a consideration of Rs. Thomas Cook (Lanka) Private Limited. a premium travel operator in Hong Kong. Page 63 of 96 . On 9th November. On 7th August 2015. This definitive agreement is subject to regulatory approvals.

and timeline for listing) NCCRPS to be listed within 20 days from the Deemed Date of Allotment. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation VIII. 2022. Claims of the NCCRPS Holder shall be subordinate to both. Listed. Redeemable Preference Shares Nature of Instrument Non Convertible Cumulative Redeemable Preference Shares Seniority The Preference Shares shall rank for dividend in priority to the equity shares for the time being of the Company. interest at the rate of 9. TERMS OF THE ISSUE Issuer Thomas Cook (India) Limited Date of resolution passed by the October 24.50% p. Redemption date December 1.50.000 Option to retain oversubscription Not Applicable Objects of the Issue The funds raised through this Issue shall be utilized to meet part of the funding requirements arising out of the acquisition of Indian operations of Kuoni Travel (India) Private Limited. in priority to the equity shares but shall not be entitled to any further participation in profits or assets or surplus fund. on the amount allotted.a. whether declared or not. 10 each (“NCCRPS”) being issued by Thomas Cook (India) Limited on a private placement basis @ 8. Details of utilization of proceeds The Company shall utilize the proceeds of the Issue solely for meeting the Objects of the Issue as stated in the Information Memorandum. Cumulative or Non Cumulative Cumulative Interest on Application Money The Company shall pay to the successful applicants. Listing (including name of stock Listing would be on BSE Limited & National Stock Exchange of India Ltd. aggregating to INR 125. 2015 (Extraordinary General Meeting) by the shareholders authorising the Issue Instrument Name Rated listed non convertible cumulative redeemable preference shares of a face value of Rs.. The Preference Shares shall rank pari passu with all other preference shares issued by the Company. exchange where it will be listed BSE would be the Designated stock Exchange.000 NCCRPS.30% p. Type of Instrument Rated. as regards repayment of capital and arrears of dividend.00. Rating of the instrument Long term rating “[ICRA] AA-/Stable” (pronounced as ICRA double A minus) with a Stable Outlook Issue Size 12.00.00. subject to applicable tax laws. from and including the date of receipt of application money in the Designated Account till one day prior to Deemed Date of Allotment. up to the commencement of the winding up. Mode of Issue Private Placement Eligible Investors Please refer to ‘Who can apply’ section of the Information Memorandum relating to terms of offer. Page 64 of 96 . 2015 Board authorising the Issue Date of special resolution passed November 27. Non Convertible Cumulative. the secured and unsecured creditors of the Company. The Preference Shares shall in winding up be entitled to rank.a.

a. 1 crore (1. interest at the rate of (excluding the valid rejections) 9.8500 Sun. 01-Dec-2016 . 1 crore (1.0000 Thu.) pursuance of Business Day convention Tue. 2022 Redemption Date* *Redemption date may change based on the actual Deemed Date of Allotment Dividend Rate 8. 10 per NCCRPS Premium / Discount on Issue NIL Issue Price Rs. However. the Company shall not be liable to pay any interest on monies liable to be refunded in case of: -Invalid Applications or Applications liable to be rejected.30% p. -10. 10 per NCCRPS Tenor 7 years (84 months) from the Deemed Date of Allotment December 1. .000.8500 Page 65 of 96 . Face Value Rs.8500 Sat. 10 per NCCRPS plus any Dividend accrued but not paid from any previous Dividend Payment Date Put / Call Option None Put Option Date Not Applicable Put Option Price Not Applicable Put Notification Time Not Applicable Call Option Date Not Applicable Call Option Price Not Applicable Call Notification Time Not Applicable Minimum Application and in Rs. 01-Dec-2018 Mon.50% per annum Dividend Payment Frequency Annual Redemption Premium/Discount NIL Redemption Price Rs. 01-Dec-2015^ . Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Interest on Refund Amount The Company shall pay to the successful applicants. 02-Dec-2019 1-Dec-18 30-Nov-19 365 0. on the refund amount.000. 01-Dec-2017 . 1-Dec-19 30-Nov-20 366 0. and/or -Applications which are withdrawn by the Applicant and/or -Monies paid in excess of the amount of NCCRPS applied for in the Application Form. 01-Dec-2019 Mon. 03-Dec-2018 1-Dec-17 30-Nov-18 365 0. 01-Dec-2021 . from and including the date of receipt of the money in the Designated Account till one day prior to Deemed Date of Allotment. 1-Dec-15 30-Nov-16 366 0. subject to applicable tax laws.000 NCCRPS) and in multiples of Rs. 1-Dec-20 30-Nov-21 365 0.8500 Tue.000 multiples thereafter NCCRPS) thereafter Dividend Payment Dates and Redemption Date Dividend Payment Dates Revised Dividend Dividend for the period No. of Amount payable and Redemption Date Payment Date and From and Up to and Days per NCCRPS Redemption Date in including including (Rs. 1-Dec-16 30-Nov-17 365 0. . 10 per NCCRPS Redemption Amount Rs. .8523 Fri.8523 Wed. 01-Dec-2020 .

which is a Sunday and therefore not a Business Day.Business Days. The notified/ gazette/ other bank holidays cannot be ascertained as of now and therefore their impact has not been captured in the above illustration. Page 66 of 96 . then such NCCRPS Holders shall have a right to vote on all the resolutions placed before the Company. any resolution for the winding up of the Company or for the repayment or reduction of its equity or preference share capital and his voting right on a poll shall be in proportion to his share in the paid-up preference share capital of the Company. the Redemption Date shall also stand modified and the amount of Dividend payable on the first and the last Dividend Payment Date shall also undergo change. all days (other than Saturdays and Sundays) on which the banks are open for business in Mumbai. have been considered as “Business Days”. 2013. e. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Thu. redemption of the NCCRPS will be made either out of the profits of the Company or fresh issue of shares. *Inclusive of redemption amount of Rs. in case where the dividend in respect of NCCRPS has not been paid for a period of two years or more. In pursuance of clause on “Business Day Convention”. rounded off to four decimals per NCCRPS. 2013 or any other law thereat. 2013. In accordance with section 55 of the Companies Act. Change in Tax Laws In the event of any change in applicable tax laws on account of which the Dividend received by the NCCRPS Holders becomes subject to any tax to the account of the NCCRPS Holders. For the purpose of the above illustration.  Additionally. Provided that the proportion of the voting rights of equity shareholders to the voting rights of the holders of NCCRPS shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the NCCRPS.8500 Notes & Assumptions: a. if any Dividend Payment Date falls on a day that is not a Business Day. d. 2013. in accordance with the second proviso to Sub-Section (2) of Section 47 of the Companies Act. b. f. 1-Dec-21 30-Nov-22 365 10. Dividend amount has been calculated @ 8. Right of Instrument Holders In pursuance of Sub. have a right to vote only on resolutions placed before the Company which directly affect the rights attached to his NCCRPS and. every member of a Company and holding any NCCRPS shall. As per Business Day Convention. Capital Redemption Reserve (CRR) The Company shall create a Capital Redemption Reserve Account in Creation accordance with the provisions of Section 55 read with applicable rules of the Companies Act. the Third Dividend Payment shall be made on 03-Dec-2018 (immediately succeeding Business Day) and Fourth Dividend Payment shall be made on 02-Dec-2019 (immediately succeeding Business Day). without any obligation for paying dividend/interest for the intervening period. 01-Dec-2022* . 2013. the Company shall declare and pay such additional amounts as Dividend such that the total amount received by the NCCRPS Holders as Dividend (“Aggregate Dividend Rate”) in relation to the NCCRPS less the tax payable on account of the change in applicable law is equivalent to the Dividend Rate as set out above. Therefore. If the Deemed Date of Allotment is preponed/ postponed.  Terms of Redemption At the option of the Issuer. 2013 and/ or any other applicable provisions.Section (2) of section 47 of the Companies Act. c. 10 per NCCRPS. ^ Adjustment of application money paid by the Investors on account of allotment of NCCRPS.50% p. in respect of such capital.a. it has been assumed that only Saturdays and all Sundays are non. if any of the Companies Act. The Third Dividend Payment Date is falling on 01-Dec-2018 which is a Saturday and therefore not a Business Day. payment shall be made on the immediately succeeding Business Day without any obligation for paying dividend or Interest for the intervening period. at any time within a period not exceeding seven (7) years from the date of allotment in accordance with the provisions of the Companies Act. Likewise the Fourth Dividend Payment Date is falling on 01-Dec-2019.

2. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Mode of redemption Out of profit or out of fresh issue of capital or both Discount at which non. In case of oversubscription over and above the Issue Size: Allotment of the NCCRPS will be made to the applicants on a first come first serve basis determined on the basis of the receipt of funds in the Designated Account opened with a Bank for deposit of subscriptions to the Issue and the aggregate will be restricted to the issue size and the balance amounts. would be refunded as mentioned hereinafter. Bank Name Kotak Mahindra Bank Limited Bank Branch Name Mittal Court. Mittal Court. without assigning any reason for such rejections. if necessary. on November 30. 2311685181 IFSC Code KKBK0000958 Address of the branch II -5C .e. Nariman Point Mumbai. as may be determined by the Board/Committee thereof in consultation with the Stock Exchanges. 1. Date and Time of Receipt of Funds: The Date and Time of Receipt of Funds shall be the date and time of receipt of Application Money in the Designated Account for the purpose of Issuance mode of the Instrument Demat only Trading mode of the Instrument Demat only Mode of Payment During the banking hours in the Issue Period. i. Investors will be allotted NCCRPS on a first come first serve basis determined on the basis of the Date of Application for each Application Form and subject to the Allocation Ratio. 224. Application Forms should reach the RTA in physical or electronic form with all other accompanying documents (including the documents referred to the section titled “Who Can Apply”) not later than the Deemed Date of Application. 2015.400021 Maharashtra Page 67 of 96 .convertible Not Applicable cumulative redeemable preference share is issued and the effective yield as a result of such discount Basis of Allotment The Issuer reserves the right to reject in full or partly any or all the applications received by it from the investors. Nariman Point Bank Branch Code 958 Account Title Thomas Cook (India) Limited – NCCRPS 2015 Account No. if any. the Investors can remit the application money through electronic mode for credit of the following Designated Account of the Issuer.

For holders of NCCRPS in demat format. payment of Dividend shall be directly credited through SWIFT. which will be dispatched to the NCCRPS Holder(s) by registered post/ speed post/courier or hand delivery on or before the Dividend Payment Dates at the sole risk of the NCCRPS Holders. RTGS or NEFT to the bank account available from the Depositories' record and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/demand draft available. ECS. the Company shall make payment of all such amounts by way of cheque(s)/ demand draft(s)/ dividend warrant(s). RTGS or NEFT to the bank account available from the Depositories' record and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/demand draft. Electronic Clearing Service (ECS). the Company shall make payment of all such amounts by way of cheque(s)/ demand draft(s)/ dividend warrant(s). and are eligible to receive Dividend. Page 68 of 96 . payment of Dividend shall be directly credited through SWIFT. which will be dispatched to the NCCRPS Holder(s) by registered post/ speed post/courier or hand delivery on or before the Dividend Payment Dates at the sole risk of the NCCRPS Holders. For holders of NCCRPS in demat format. Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and where such facilities are not available. ECS. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Settlement mode of the Instrument a)Payment of Dividend Payment of Dividend on the NCCRPS shall be made to those NCCRPS Holders whose name(s) appear in the Register of the NCCRPS Holder(s) (or to the first holder in case of joint holders) as on Record Date fixed by the Company for this purpose and/or as per the list provided by NSDL/ CDSL to the Company of the beneficiaries who hold NCCRPS in demat form on such Record Date. Payment will be made by the Company after verifying the bank details of the Investors by way of direct credit through Society for Worldwide Interbank Financial Telecommunication (SWIFT).

claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against the Company or the RTA. The Company shall pay the principal amount of the NCCRPS along with the accrued dividend on the Redemption Date. The Company will not be liable to pay any dividend. in respect of such payment will be made on the Redemption Date/ or within a period of 30 days from the date of receipt of the duly discharged NCCRPS Certificate. interest. duly discharged by the sole/all the joint holders (signed on the reverse of the NCCRPS Certificate(s)) to be surrendered for Redemption should be sent by the NCCRPS Holder(s) by registered post with acknowledgement due or by hand delivery to the Company/RTA or to such persons at such addresses as may be notified by the Company from time to time at-least 15 days prior to the Redemption Date. the Company will not be liable to pay any dividend. should ensure lodgment of the transfer documents with the Company/RTA before the Record Date. Further.. income or compensation of any kind beyond the Redemption Date. In case the transfer documents are not lodged before the Record Date and the Company dispatches the redemption proceeds to the transferor. The Company's liability to the NCCRPS Holder(s) towards all rights of redemption in all events and on the Company dispatching the redemption amount to the NCCRPS Holder(s). Direct credit or dispatch of cheques/pay order etc. Hence. the transferee(s). the NCCRPS certificate(s). (a)In case of NCCRPS held in physical form. ECS. The Company may.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation b) Payment on Redemption The NCCRPS shall be redeemed by the Company. on the Redemption Date. Page 69 of 96 . RTGS or NEFT and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/demand draft(s) to the first/sole NCCRPS Holder. In case of any delay in surrendering the NCCRPS for redemption. Redemption proceeds shall be paid to those NCCRPS holders whose name stand in the Register of NCCRPS Holders maintained by the Company on Record Date fixed for the purpose of redemption. income or compensation of any kind for the late redemption due to such delay. at its discretion. interest. redeem the NCCRPS without the requirement of surrendering of the certificates by the NCCRPS Holder(s). if any. the Company shall not be required to verify the bank account details of each NCCRPS Holder and make payment of redemption amount by way of direct credit through SWIFT.

Delay in Listing In case of delay in listing of the NCCRPS beyond twenty (20) days from the Deemed Date of Allotment.In the event the Record Date falls on a day which is not a Business Day. over the dividend rate will be payable by the Company for the defaulting period.All days on which the banks are open for business in Mumbai other than a Saturday or a Sunday. Page 70 of 96 . delay/ default dividend/interest shall be computed on an “actual/actual basis” rounded off to the nearest Rupee. penal amounts. over the dividend rate from the expiry of thirty (30) days from the Deemed Date of Allotment till the listing of such NCCRPS to the investors.If any Dividend Payment Date falls on a day that is not a Business Day. the Company will pay penal amount of at least 1%* p. the payment shall be made by the Issuer on the immediately succeeding Business Day without any obligation for paying interest/ dividend for the intervening period . income or compensation of any kind from the date of redemption of the NCCRPS. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation (b) In case of NCCRPS held in dematerialized form. will be dispatched by courier or hand delivery or registered post at the address provided in the Application/at the address as notified by the NCCRPS Holder(s) or at the address with the Depositories' record at the sole risk of the NCCRPS Holder.a. Record Date 15 days prior to each Dividend Payment Date and the Redemption Date Day Count Convention All dividend. . The cheque/demand draft for redemption proceeds. Depositories National Securities Depository Limited “NSDL” Central Depository Services (India) Limited “CDSL” Business Day Convention . The redemption proceeds shall be directly credited through SWIFT. ECS. interest on application money. Where the period for which such amounts are to be calculated (start date to end date) includes February 29. additional dividend of at least @ 2%* p. The Company shall compute the redemption amounts to be paid to each of the NCCRPS Holders.a. The redemption proceeds would be paid by cheque to those NCCRPS Holder(s) whose name(s) appear on the list of beneficial owners given by the Depositories to the Company. RTGS or NEFT to the bank account available from the Depositories' record and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/demand draft. The name(s) would be as per the Depositories' records on the Record Date fixed for the purpose of Redemption. the redemption proceeds shall be paid by the Issuer on the immediately succeeding Business Day without any obligation for paying interest/ dividend for the intervening period . Once the redemption proceeds have been credited to the account of the NCCRPS Holder(s) or the cheque/demand draft for redemption proceeds is dispatched to the NCCRPS Holder(s) at the addresses provided or available from the Depositories' record.a-year basis. All such NCCRPS will be simultaneously redeemed through appropriate debit corporate action. Default in payment of Dividend In case of default in payment of Dividend and/or principal redemption on the due dates. no action is required on the part of the NCCRPS Holder(s) at the time of redemption of the NCCRPS. dividend shall be computed on 366 days. the immediately succeeding Business Day will be considered as the Record Date. the Company's liability to redeem the NCCRPS on the date of redemption shall stand extinguished and the Company will not be liable to pay any interest.If the Redemption Date falls on a day that is not a Business Day.

2015 Issue Closing Date Monday November 30. in a case where the refund or portion thereof is made in electronic manner. Who can apply Overseas entity/(ies)belonging to the Fairfax Group. Transaction Documents This Information Memorandum Conditions Precedent to Not Applicable Disbursement Conditions Subsequent to Not Applicable Disbursement Events of Default Not Applicable Provisions related to Cross Not Applicable Default Clause Governing Law and Jurisdiction Indian law and Mumbai Issue Schedule* Issue Opening Date Monday November 30. SEBI. it shall pay interest at the rate of fifteen percent per annum (15%). 2015 Pay In Dates Pay in date shall be same as the date on which the application form is sent and payment is made  Deemed Date of Tuesday December 01. ADDITIONAL COVENANT Delay in Dispatch of Allotment letters or Refund Orders: The Issuer agrees that allotment of non. from time to time. promoters of the Company The eligibility of the above class of investor is subject to compliance with their respective investment norms. in such cases. if the allotment letters of refund orders have not been dispatched to the applicants of if. 2015 Allotment ^ * The subscription list for the Issue shall remain open for subscription during banking hours for the period indicated above. However. from which the benefits of the NCCRPS shall accrue to the Allottees. Page 71 of 96 . Postponement / Closure of such issue shall be communicated by the Company appropriately.convertible redeemable preference shares (NCCRPS) offered shall be made not later than fifteen days (15) of the closure. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation * The rates mentioned in above cases are the minimum rates payable by the Company and are independent of each other. The Issuer further agrees that. the Board/Committee of Directors (through its authorized signatories) reserves the right to postpone the issue schedule or close the issue on a later date. eligibility norms and applicable rules/regulations/ guidelines laid down by Government of India. the refund instructions have not been given to the clearing system in the disclosed manner within fifteen (15) days from the date of the closure of the issue. RBI or any other statutory body/ regulator. ^ or such other date as may be decided by the Issuer at its sole discretion. Who Cannot Apply Any application received from any class of investors other than those mentioned above in the heading “Who can apply” shall be deemed an invalid application and rejected.

EVEN IF COMPLETE IN ALL RESPECTS. a certified true copy thereof along with the Memorandum of Association and Articles of Association and/or bye-laws must be attached to the Application Form at the time of making the application. HOWEVER. NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. An application made by any other person will be deemed as an invalid application and rejected. OR UNDER THE INVESTOR’S CONSTITUTION DOCUMENTS OR OTHERWISE TO SUBSCRIBE TO THE ISSUE AND THE PERSON SIGNING THE APPLICATION FORM IS A DULY AUTHORISED SIGNATORY IN THIS REGARD. DISCLAIMER PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS IM HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. Only the below mentioned class of investors can apply:- Overseas entity/(ies) belonging to the Fairfax Group. REGULATIONS. AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. Who cannot apply Any application received from any class of investors other than those mentioned above in the heading “Who can apply” cannot apply. THE INVESTOR ACKNOWLEDGES THAT THE INVESTOR IS DULY AUTHORISED. Names and specimen signatures of all the authorised signatories must also be lodged along with the submission of the completed application. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE COMPANY DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS. DIRECTLY OR INDIRECTLY. IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. BY SIGNING THE APPLICATION FORM. Page 72 of 96 . Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation IX INFORMATION RELATING TO TERMS OF OFFER Who Can Apply Only the persons who are specifically addressed through a communication by or on behalf of the Company directly by way of the IM accompanied with the serially numbered Application Form are eligible to apply for the NCCRPS.  Amount paid doesn’t tally with the amount payable for the NCCRPS applied for. including but not restricted to:  Applications not duly signed by the sole/joint applicants. promoters of the Company. unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION. Rejection of Applications Application may be rejected on one or more technical grounds. the Company reserves the full. ETC. The NCCRPS can be applied for only in Dematerialised format. failing which. AN APPLICATION. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT. RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR. WHETHER UNDER APPLICABLE LAW. PLEASE NOTE THAT. Applications under Power of Attorney/ Relevant Authority In case of an application made under a Power of Attorney or resolution or authority. IN ANY WAY. THE COMPANY MAY. Further modifications/ additions in the Power of Attorney or authority should be notified to the Company at its registered office. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS/ GUIDELINES. ETC.

 Applications by persons/entities who have been debarred from accessing the capital markets by SEBI. 224. INR 10. etc. postal orders and stockinvest WILL NOT be accepted.  Demat details not provided or is incorrect or inadequate. 1872 including minors (without the name of guardian) and insane persons. INR 10. as the case may be. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation  Application by persons not competent to contract under the Indian Contract Act.  GIR number furnished instead of PAN.  Applications by persons not eligible as per this IM. money orders. which are not in multiples of INR 10.000 or is less than the minimum application size i.  Any application for an amount below the minimum application size i. to the Applicants and the Application Form will be specifically addressed to such Applicants. The Board / Committee of Directors. either in electronic or physical form.e. In terms of section 42(7) of the Companies Act.e.  Applications accompanied by stockinvest / money order / postal order. corporate. our Company shall maintain complete records of the Applicants to whom the IM and the serially numbered Application Form have been dispatched. For further instructions regarding application for the NCCRPS.000. : 2311685181 IFSC Code : KKBK0000958 Address of the bank branch : II-5C. trust. unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereof.000. Nariman Point.  In case the subscription amount is paid in cash. Nariman Point Bank Branch Code : 958 Account Title : Thomas Cook (India) Limited– NCCRPS 2015 Account No.  Application for number of NCCRPS. Application Forms must be accompanied by with UTR confirmation or acknowledgement slip in prescribed format for payment made. 2013.  Application under power of attorney or by limited companies. reserves its full. Submission of Documents by Applicants In addition to the UTR confirmation. Mittal Court.  Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations.  PAN not mentioned in the Application Form.  Applicant’s details not provided in Application Form.000.  Application Forms not accompanied by UTR Confirmation or acknowledgement slip in prescribed format for receipt of Application Money.. Our Company will make the requisite filings with the Registrar of Companies within the stipulated time period as required under section 42 of the Companies Act. 2013.000. How to Apply Our Company shall circulate copies of the IM along with the serially numbered Application Form. the Applicants shall submit the following additional documents along with the Application Form: Page 73 of 96 . Payment made through cash. Mumbai – 400021. Investors are requested to read the instructions provided in the Application Form. Maharashtra The account shall be referred to as the “Designated Account”. All applications for the NCCRPS to be issued in pursuance of this IM must be in the prescribed Application Form and be completed in block letters in English language. The payments made by way of SWIFT/ ECS/ RTGS will have to be made to the Company’s bank account details as below:- Beneficiary Name : Thomas Cook (India) Limited Bank Name : Kotak Mahindra Bank Limited Bank Branch Name : Mittal Court.000. where relevant documents are not submitted.

where applicable  Self-attested copy of valid address proof  Self-certified copy of client master issued by the depository participant  Self-attested copy of the registered instrument for creation of trust  Self-attested copy of power of attorney. Further. THE NAME OF THE APPLICANT AND THE APPLICATION FORM NUMBER MUST BE INCLUDED IN THE RTGS INSTRUCTION SLIP/INSTRUCTION SLIP FOR TRANSFER OF FUNDS. Page 74 of 96 . founders/managers/ directors and their addresses  Necessary forms for claiming exemption from deduction of tax at source on the interest on application money. if any. Investors will be allotted NCCRPS on a first come first serve basis determined on the basis of the Date of Application for each Application Form and subject to the Allocation Ratio. officers or employees to transact business on its behalf. and (c) applications made by them do not exceed the investment limits or maximum number of NCCRPS that can be held by them under applicable statutory and/ or regulatory provisions. settlors. if necessary. which may be required under applicable statutory and/or regulatory requirements to invest in NCCRPS. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation For Applications by Companies/ Corporate Bodies/ Financial Institutions & Statutory Companies  Self-attested copy of certificate of incorporation and memorandum and articles of association  Self-attested copy of resolution of the Board of Directors to invest in the issue and identification of those who have authority to invest on its behalf  Self-attested copy of proof of address  Self-attested copy of list of directors  Self-attested copy of PAN card of the Company/ Corporate/ FI and of person authorized for signing the Application Form. if applicable. if registered  Self-attested copy of resolution authorizing investment and containing operating instructions  Self-attested copy of the PAN card of the Trust and Trustees. where applicable  Self-certified copy of client master issued by the depository participant  Self-attested copy of power of attorney granted to the managers. if applicable. beneficiaries and those holding power of attorney. For Applications by entities in the nature of Trusts  Self-attested copy of certificate of registration. IMPORTANT: PLEASE NOTE THAT WHILE MAKING THE PAYMENT OF THE APPLICATION AMOUNT THROUGH ELECTRONIC MODE SUCH AS RTGS. any trusts applying for NCCRPS pursuant to the Issue must ensure that (a) they are authorized under applicable statutory/ regulatory requirements and their constitution instrument to hold and invest in NCCRPS. without assigning any reason for such rejections. if any  Necessary forms for claiming exemption from deduction of tax at source on the interest on application money. consents or other authorisations. granted to transact business on its behalf  Self-attested copy of any officially valid document to identify the trustees. (b) they have obtained all necessary approvals. Basis of Allotment The Issuer reserves the right to reject in full or partly any or all the applications received by it from the investors. as may be determined by the Board/Committee thereof in consultation with the Stock Exchanges.

Refunds shall be made by way of NEFT or RTGS or other means applicable for “Payment of Dividend” as specified below. if any NCCRPS Certificate(s) is/are mutilated or defaced or the pages for recording transfers of NCCRPS are fully utilised. If the Company fails to repay the payments within the aforesaid period. all monies received for subscription of the NCCRPS shall be kept by the Company in a separate bank account with a scheduled bank and shall be utilized only for the purposes permitted under the Companies Act. and the rules as notified by NSDL/ CDSL. it shall be liable to repay that money with interest at the rate of 15% per annum for the delayed period. Pending allotment. the Company shall repay such monies to the Applicants within fifteen (15) days from the date of closure of the issue. Investors shall hold the NCCRPS in demat form and deal with the same as per the provisions of Depositories Act. the same may be replaced by the Company against the surrender of such Certificate(s) and upon payment by the claimant of such costs as may be determined by the Company. In case the Company has received moneys from applicants for NCCRPS in excess of the aggregate of all the Application Money relating to the NCCRPS in respect of which allotments have been made. Provided. In case of oversubscription over and above the Issue Size: Allotment of the NCCRPS will be made to the applicants on a first come first serve basis determined on the basis of the receipt of funds in the Designated Account opened with a Bank for deposit of subscriptions to the Issue and the aggregate will be restricted to the issue size and the balance amounts. would be refunded as mentioned hereinafter. Issue of NCCRPS Certificate in Demat Form The Company shall initially issue the NCCRPS only in dematerialized form and has made necessary arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the same and shall apply for the ISIN code for the NCCRPS. where the NCCRPS Certificate(s) is/are mutilated or defaced. as confirmed by the UTR Confirmation. only if the Certificate Number. If the NCCRPS is not allotted or the allotment letter is not dispatched within fifteen (15) days from the date of closure of the issue. stolen or lost. The Company shall credit the allotted securities to the respective beneficiary account/ dispatch the refund order(s)/ letter(s) of allotment / letter(s) of regret. from time to Page 75 of 96 . 2013. the Issuer reserves the right to hold the Application Money till such details are provided accurately. please refer to the section titled “How to Apply”. within seven (7) days from the date of closing of the issue. NCCRPS allotment / Refunds Allotment of NCCRPS shall be made on dematerialised basis on a first come first serve basis as provided in the Application Form. duplicate NCCRPS Certificate(s) shall be issued subject to the charge for the same being borne by the NCCRPS Holder. the Company reserves the right to determine the Basis of Allotment at its sole discretion. then upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity/ security and or other documents. NCCRPS Holder Name and the Distinctive Numbers are legible. as the Company may deem adequate. by Registered Post/ Speed Post or as per extant postal rules at the sole risk of the applicant. Date and Time of Receipt of Funds: The Date and Time of Receipt of Funds shall be: the date and time of receipt of Application Money in the Designated Account for the purpose of subscribing in the Issue. Issue of Duplicate NCCRPS Certificate(s) In case of NCCRPS held in physical form. if any. In case no demat details are provided in the Application Form or such details is incomplete or insufficient. the same will be replaced as aforesaid. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Application Forms should reach the RTA in physical or electronic form with all other accompanying documents (including the documents referred to the section titled “Who Can Apply”) not later than one day from the Date of Application. For further clarity. as the case may be. the Company shall repay the moneys to the extent of such excess forthwith. If any NCCRPS Certificate(s) is/ are destroyed. Notwithstanding the above.

Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and where such facilities are not available the Company shall make payment of all such amounts by way of cheque(s) / demand draft(s) / dividend warrant(s). Payment will be made by the Company after verifying the bank details of the Investors by way of direct credit through Society for Worldwide Interbank Financial Telecommunications (SWIFT). if any. Computation of dividend Dividend for each of the dividend periods shall be computed on the face value of the NCCRPS at the rate specified in this IM. DP-ID Number and Beneficiary Account Number at appropriate place in the Application Form. The Company shall credit the NCCRPS allotted to the respective beneficiary accounts of the applicants within two days from the date of allotment. ECS. the Company shall make payment of all such amounts by way of cheque(s)/demand draft(s)/dividend warrant(s). Payment will be made by the Company by way of direct credit through Society for Worldwide Interbank Financial Telecommunications (SWIFT). which will be dispatched to the NCCRPS Holder(s) by registered post/ speed post/courier or hand delivery on or before the Dividend Payment Dates at the sole risk of the NCCRPS Holder. Electronic Clearing Service (ECS). Procedure for Redemption (a) NCCRPS held in physical form The NCCRPS Certificate(s). Redemption proceeds in the manner stated below will be paid to those NCCRPS Holders Page 76 of 96 . on the Redemption Date. Dividend rate The Investors will receive dividend at the rate specified in this IM. Record Date The record date for payment of dividend or redemption of principal will be 15 days prior to each Dividend Payment Date or the Final Redemption Date. duly discharged by the sole/all the joint holders (signed on the reverse of the NCCRPS Certificate(s)) to be surrendered for Redemption should be sent by the NCCRPS Holder(s) by registered post with acknowledgement due or by hand delivery to the Company/RTA or to such persons at such addresses as may be notified by the Company from time to time at least 15 days prior to the Redemption Date. For holders of NCCRPS in demat format. at its discretion. The Applicant(s) has to hold the said NCCRPS only in dematerialized form. Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and where such facilities are not available. The Company shall pay the principal amount of the NCCRPS along with the accrued dividend. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation time. Investors can convert the NCCRPS issued to them in dematerialized form to physical form at a later date by applying for the same to the Company. payment of dividend shall be directly credited through SWIFT. The Company may. Payment of Dividend Payment of dividend on the NCCRPS will be made to those of the NCCRPS Holders whose name(s) appear in the Register of NCCRPS Holder(s) (or to the first holder in case of joint holders) as on the record date fixed by the Company for this purpose and/or as per the list provided by NSDL / CDSL to the Company of the beneficiaries who hold NCCRPS in demat form on such record date. therefore mention their DP's name. RTGS or NEFT to the bank account available from the Depositories' record and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/demand draft. on the Redemption Date. and are eligible to receive dividend. Investors should. which will be dispatched to the NCCRPS Holder(s) by registered post/ speed post/courier or hand delivery at the sole risk of the NCCRPS holder. redeem the NCCRPS without the requirement of surrendering of the certificates by the NCCRPS Holder(s). Electronic Clearing Service (ECS). Payment of Redemption The NCCRPS shall be redeemed by the Company.

In pursuance of sub-section (2) of section 47 of the Companies Act. no action is required on the part of the NCCRPS Holder(s) at the time of Redemption of the NCCRPS. RTGS or NEFT and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/demand draft(s) to the first/sole NCCRPS Holder. Page 77 of 96 . Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation whose names stand in the Register of NCCRPS Holders maintained by the Company on the record date fixed for the purpose of redemption. will be dispatched by courier or hand delivery or registered post at the address provided in the Application/at the address as notified by the NCCRPS Holder(s) or at the address with the Depositories' record at the sole risk of the NCCRPS Holder. ECS. the Company's liability to redeem the NCCRPS on the date of redemption shall stand extinguished and the Company will not be liable to pay any interest. In case of any delay in surrendering the NCCRPS for redemption. Direct credit or dispatch of cheques/pay order etc. the payment will be made on the immediately succeeding business day. The redemption proceeds would be paid by cheque to those NCCRPS Holder(s) whose name(s) appear on the list of beneficial owners given by the Depositories to the Company. should ensure lodgement of the transfer documents with the Company/RTA before the record date. the Company may from time to time buyback the NCCRPS at a discount. every member of a Company and holding any NCCRPS shall. claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against the Company or the RTA. The name(s) would be as per the Depositories' records on the record date fixed for the purpose of Redemption. The redemption proceeds shall be directly credited through SWIFT. interest. income or compensation of any kind from the date of redemption of the NCCRPS. (b) NCCRPS held in Dematerialized Form In case of the NCCRPS held in dematerialized form. income or compensation of any kind for the late redemption due to such delay. Further. if any. in case the redemption falls on a holiday. Rights of NCCRPS Holders The NCCRPS Holders shall have such rights as specified in the Articles of Association and the Companies Act. RTGS or NEFT to the bank account available from the Depositories' record and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/demand draft. any resolution for the winding up of the Company or for the repayment or reduction of its equity or preference share capital and his voting right on a poll shall be in proportion to his share in the paid-up preference share capital of the Company. Provided that the proportion of the voting rights of equity shareholders to the voting rights of the holders of NCCRPS shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the NCCRPS. Also. In case the transfer documents are not lodged before the record date and the Company dispatches the redemption proceeds to the transferor. 2013 further provides that in case where the dividend in respect of the NCCRPS have not been paid for a period of two years or more. Buy-Back of NCCRPS Subject to the provisions of sections 68 and 70 of the Companies Act. 2013. Hence. other applicable regulatory provisions. ECS. the second proviso to sub-section (2) of Section 47 of the Companies Act. or at a premium. The Company's liability to the NCCRPS Holder(s) towards all rights including payment or otherwise shall stand extinguished on and from the due date of redemption in all events and on the Company dispatching the redemption amount to the NCCRPS Holder(s). The Company will not be liable to pay any dividend. in respect of such payment will be made on the Redemption Date/ or within a period of 30 days from the date of receipt of the duly discharged NCCRPS Certificate. the transferee(s).. have a right to vote only on resolutions placed before the Company which directly affect the rights attached to his NCCRPS and. the Company shall not be required to verify the bank account details of each NCCRPS Holder and make payment of redemption amount by way of direct credit through SWIFT. such holder(s) of NCCRPS shall have a right to vote on all the resolutions placed before the Company. in respect of such capital. However. the Company will not be liable to pay any dividend. The Company shall compute the redemption amounts to be paid to each of the NCCRPS Holders. at par. if any. 2013 and the rules made there under. income or compensation of any kind beyond the Redemption Date. All such NCCRPS will be simultaneously redeemed through appropriate debit corporate action. Once the redemption proceeds have been credited to the account of the NCCRPS Holder(s) or the cheque/demand draft for redemption proceeds is dispatched to the NCCRPS Holder(s) at the addresses provided or available from the Depositories' record. interest. The cheque/demand draft for redemption proceeds.

In such cases. give notice requiring any such person to elect either to be registered himself or to transfer the NCCRPS. modified or abrogated in accordance with the provisions of the Companies Act. upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided elect. he shall testify his election by executing a transfer of the NCCRPS. if any. The Company confirms that the forms of transfer as set out hereinabove are common forms of transfer as applicable to all NCCRPS issued by the Company. a suitable instrument of transfer as may be prescribed by the Company may be used for the same. the survivor or survivors where he member was a joint holder. If the person aforesaid shall elect to transfer the NCCRPS. and if the notice is not complied with within ninety days. privileges. have the same right to decline or suspend registration as it would have had. mutatis mutandis (to the extent applicable to NCCRPS) to the NCCRPS as well. The Board shall. The NCCRPS shall be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act. Succession On the death of a member. In the absence of the same. dividend will be paid/redemption will be made to the person. The NCCRPS held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL/DP of the transferor/transferee and any other applicable laws and rules notified in respect thereof. shall be the only persons recognized by the Company as having any title to his interest in the NCCRPS. until the requirements of the notice have been complied with. by the transferee(s) would need to be settled with the transferor(s) and not with the Company. A person becoming entitled to a NCCRPS by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the NCCRPS. Any person becoming entitled to a NCCRPS in consequence on the death or insolvency of a member may. the Board may thereafter withhold payment of all dividends. claims. at any time. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Modification of Rights The rights. he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. The transferee(s) should ensure that the transfer formalities are completed prior to the record date. subject to the laws prevalent at the time of transfer/transmission. The provisions relating to transfer and transmission and other related matters in respect of shares of the Company contained in the Articles of the Company and the Companies Act shall apply. the Board may. either to be registered himself as holder of the NCCRPS or to make such transfer of the NCCRPS as the deceased or insolvent member could have made. and his nominee or nominees or legal representatives where he was a sole holder. whose name appears in the Register of NCCRPS Holders/records of the Depository. bonuses or other monies payable in respect of the NCCRPS. If the person so becoming entitled shall elect to be registered as holder of the NCCRPS himself. terms and conditions attached to the NCCRPS may be varied. if the deceased or insolvent member had transferred the NCCRPS before his death or insolvency. Mode of Transfer / Transmission of NCCRPS The NCCRPS issued under the IM shall be transferable freely only to those classes of Investors mentioned under the heading “Who can apply”. However. except that he shall not. Register of NCCRPS Holders NCCRPS Register means the register of NCCRPS Holders maintained by the Registrar and Transfer Agent and/or the Company. Nothing mentioned hereinbefore shall release the estate of a deceased joint holder from any liability in respect of any NCCRPS which had been jointly held by him with other persons. Page 78 of 96 . In respect of the NCCRPS held in certificate form. before being registered as a member in respect of the NCCRPS. be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company. in either case.

if any. without any approval/ consent from or intimation to the NCCRPS Holders.. pursuant to the provisions contained herein above. the Company would not be liable for losses. (h) Dividend/Redemption amount with respect to the NCCRPS held in dematerialized/electronic form would be paid to those NCCRPS Holders whose names appear on the list of beneficial owners provided by NSDL/ CDSL to the Company as on Record Date. In this context: (a) Agreements have been signed by the Company with NSDL/CDSL for offering a depository option to the investors. loans. banks and/or any other person(s) or entities in any other form. (c) The Applicant(s) must necessarily fill in the details (including the beneficiary account number and Depository Participant's ID) appearing in the Application Form. (e) Names in the Application Form should be identical to those appearing in the Beneficiary Account details in the Depository. In case information is incorrect or insufficient. (d) NCCRPS allotted to the Applicant(s) will be credited directly to the Applicant's Beneficiary Account with his/their DP. (g) The address. the NCCRPS issued by the Company can be held in a dematerialized/ electronic form. Depository arrangement TCIL has entered into depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for issue and holding of the NCCRPS in dematerialized/ electronic form. the Company would keep in abeyance the payment of Page 79 of 96 . not in the form of physical certificate but be fungible and be represented by the statement issued through electronic mode. In case of joint holders. As per the provisions of Depositories Act. including notices referred to under "Payment of Dividend" and "Redemption" shall be sent by Registered Post/Courier or by e-mail(s) or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time. The Applicant(s) are therefore responsible for the correctness of his demographic details given in Application Form vis-à-vis those with his/their DP. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Future Capital Raisings and Borrowings The Company shall be at liberty from time to time during the continuance of the security and/or the credit enhancement to issue at such future dates and in such denomination as it considers advisable. i. to the sole/first transferees. (f) If incomplete/ incorrect details are given under the heading 'Applicant’s depository details' in the Application Form. Notices All notices to the NCCRPS Holder(s) required to be given by the Company shall have and shall be deemed to have been given if sent by ordinary post or by e-mail to the original sole/first allottees of the NCCRPS or if notification and mandate has been received by the Company. (b) The Applicant(s) must have at least one beneficiary account with any of the DP of NSDL/CDSL prior to making the application. All notices to be given by the NCCRPS Holder(s). the names should necessarily be in the same sequence as they appear in the account details in the Depository.e. advances and/or avail further financial and/or guarantee facilities from financial institutions. nomination details. further NCCRPS and/or to raise further capital. it is liable to be rejected. bank account details and other details of the applicant as registered with his DP shall be used for all correspondence with the Applicant(s). In case of those NCCRPS for which the beneficial owner is not identified by the Depository as on the Record Date.

As a NCCRPS Holder. Any person selling these NCCRPS would be responsible for ensuring full and prior disclosure of the terms and conditions of the NCCRPS to the person(s) to whom they are selling these NCCRPS and shall sell the NCCRPS only if the subsequent investor has read. their nature and the applicable terms and conditions on the part of any person holding/buying these NCCRPS. every potential investor/investor of the NCCRPS must read.In the event the Record Date falls on a day which is not a Business Day. understood and accepted the terms and conditions in the documents referred to above prior to investing in the NCCRPS. Sunday or a Public Holiday in Mumbai. the immediately succeeding Business Day will be considered as the Record Date. every initial investor undertakes by virtue of this IM. penal amounts. understood and accepted. the initial investor as the NCCRPS Holder shall ensure that such subsequent investors receive from the NCCRPS Holder. If any Dividend Payment Date falls on a day that is not a Business Day. the redemption proceeds shall be paid by the Issuer on the immediately succeeding Business Day without any obligation for paying interest/ dividend for the intervening period. the terms and conditions of this IM prior to investing in the NCCRPS. delay/ default dividend/interest shall be computed on an “actual/actual basis” rounded off to the nearest Rupee. Any such subsequent investor shall be deemed to have read. understood and accepted all the terms and conditions. dividend shall be computed on 366 days. Day Count Convention All dividend. Obligations of Investors Notwithstanding anything contained hereinabove. Effect of Holidays Should any of the dates defined above or elsewhere in the IM fall on a Saturday. understood and accepted all the terms and conditions referred to above and is an investor who falls within the specified categories (''Who can apply"). Page 80 of 96 . that if the initial investor as the NCCRPS Holder sells the NCCRPS to subsequent investors. dividend would be calculated on actual/actual day convention on the principal outstanding on NCCRPS.e. and shall be deemed to have read. Please Note That the Issue of NCCRPS shall be in DEMAT FORM only. Dividend shall be computed on an actual day count convention on the principal outstanding on the NCCRPS i. a copy of this IM. the succeeding business day shall be considered as the effective date. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation dividend/ redemption amount. as identified. and no claim to the contrary shall be entertained. the payment shall be made by the Issuer on the immediately succeeding Business Day without any obligation for paying interest/ dividend for the intervening period. and shall sell the NCCRPS to a subsequent investor only if such subsequent investor has read. Where the period for which such amounts are to be calculated (start date to end date) includes February 29. till such time that the beneficial owner is identified by the Depository and conveyed to the Company.a-year basis. If the Redemption Date falls on a day that is not a Business Day. interest on application money. The Company would presume full knowledge of the contents of this IM and a full understanding of the NCCRPS. whereupon the dividend/interest or benefits will be paid to the beneficiaries. understand and accept.

distributed or paid as per the applicable law. calculated in accordance with the provisions of the Companies Act. regulatory. LAD- NRO/GN/2013-14/11/6063 dated 12th June. Voting Rights The NCCRPS carry no voting rights other than the right to vote in respect of matters directly affecting the rights attached to the NCCRPS and any resolution in relation to winding up of the Company or for the repayment or reduction of the Company’s equity or preference share capital and the voting right of the NCCRPS Holder on a poll shall be in proportion to his share in the paid up preference share capital of the Company. Regulations relating to the NCCRPS Issuance & Redemption The relevant provisions of the Companies Act and the rules made thereunder and Notification No. which are subject to change or modification by subsequent legislative. administrative or judicial decisions. (b) The funds required for making refunds. In the event any due and payable dividends remain unpaid for a period of 2 years or more. The statements below are based on the current provisions of Indian law and the judicial and administrative interpretations thereof. 2013 of SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations 2013. Further any dividend payout is subject to a dividend distribution tax (to the account of the Company) on the dividend declared. then the NCCRPS Holders shall have voting rights in respect of all matters placed before the Company at a general meeting of its shareholders in accordance with the provisions of section 47 of the Companies Act. carry a preferential right vis-à-vis the equity shareholders to be repaid the amount of capital paid up and shall include any unpaid dividends and any fixed premium (if applicable) in accordance with the provisions of the Companies Act and the Articles. 2013 and the rules made there under or out of the profits of the Company for any previous fiscal year(s) and shall be subject to the provisions of section 123 of the Companies Act. Laws applicable to the Company in general have not been included below. shall be made available on time. 2013 and the rules made there under and the Articles of Association of the Issuer. 2013 and the Articles of Association of the Company. Payment of Dividends Dividends payable by the Company in respect of the NCCRPS for any particular year shall be paid or declared only out of the profits of the company for that year. Provided that the proportion of the voting rights of equity shareholders to the voting rights of the holders of NCCRPS shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the NCCRPS. Regulations and Policies The regulations set out below are not exhaustive and are only intended to provide general information to investors and is neither designed nor intended to be a substitute for professional legal advice in relation to the NCCRPS. if any. and (c) That necessary co-operation shall be extended to credit rating agency in providing true and adequate information till the debt obligations in respect of the instruments are outstanding. Page 81 of 96 . on a winding up or repayment of capital. Liquidation Preference The NCCRPS shall. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Undertaking by the Company The Company undertakes that: (a) It shall attend to the complaints received in respect of the Issue expeditiously and satisfactorily.

Other than the credit rating mentioned hereinabove. such information is provided ‘as is’ without any warranty of any kind. has assigned a long term credit rating of “[ICRA] AA-/Stable” (pronounced as ICRA double A minus) with a Stable Outlook. including the Issuer. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation X. The rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances. express or implied. and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents. and ICRA in particular. Kasturba Gandhi Marg. 11th Floor. 2015-16/MUMR/0918 dated October 19th . timeliness or completeness of any such information. Page 82 of 96 . has not conducted any audit of the issuer or of the information provided by it. 26. ICRA’s ratings are subject to a process of surveillance. the Issuer has not sought any other credit rating from any other credit rating agency for the NCCRPS offered for subscription under the terms of this Information Memorandum. ICRA or any of its group companies may have provided services other than rating to the Issuer.in or contact any ICRA office for the latest information on ICRA ratings outstanding. 2015.vide its letter no.Convertible Cumulative Redeemable Preference Shares aggregating to Rs 125 crore. however. which it believes may have an impact. with reference to the instrument rated. which may lead to revision in rating or withdrawal of the rating at any time by the assigning rating agency and each rating should be evaluated independently of any other rating.icra. makes no representation or warranty. sell or hold the securities issued by the Issuer and investors should take their own decision. Please visit ICRA’s website www. A copy of the rating rationale from ICRA Limited is enclosed as Annexure 1 to this IM. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable. All information contained herein must be construed solely as statements of opinion. ICRA’s rating should not be treated as a recommendation to buy. New Delhi—110001. Also. as to the accuracy. While reasonable care has been taken to ensure that the information herein is true. CREDIT RATING FOR THE NCCRPS ICRA Limited (“ICRA”) having its registered office at Kailash Building. ICRA. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the Issuer concerned to timely service debts and obligations. for the present issue of Non.

In connection with listing of NCCRPS with BSE and NSE. (d) The Issuer and BSE and NSE shall disseminate all information and reports on the NCCRPS including compliance reports. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation XI. in any of the following events: (i) default by Issuer to pay dividend on the NCCRPS or Redemption amount. The Issuer shall make an application and/or seek listing permission from BSE and NSE within 15 days from the deemed date of allotment. if any. (b) The credit rating obtained for the NCCRPS shall be periodically reviewed by the credit rating agency and any revision in the rating shall be promptly disclosed by the Issuer to BSE and NSE. (c) Any change in credit rating shall be promptly disseminated to the NCCRPS holder(s) in such manner as BSE and NSE may determine from time to time. the Issuer hereby undertakes that: (a) It shall comply with the conditions of listing as specified in the Listing Agreement for the NCCRPS. (e) The Issuer shall disclose the information to the NCCRPS holder(s) and the general public by issuing a press release and placing on the websites of the Issuer and BSE and NSE. STOCK EXCHANGES WHERE NCCRPS ARE PROPOSED TO BE LISTED The NCCRPS are proposed to be listed on BSE and NSE. BSE shall be the designated stock exchange for the purpose of present Issue of NCCRPS. (ii) revision of the credit rating assigned to the NCCRPS Page 83 of 96 . filed by the Issuers regarding the NCCRPS to the NCCRPS holder(s) and the general public by placing them on their websites.

00 a.00 p. Board Resolution dated 24th October. 2013 and private placement offer letter as per Form No. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER By very nature of its business. The Issuer also confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein. Copy of Rating Agreement with Rating Agency c. Copy of Listing Agreement with BSE and NSE B.PAS-4 (Pursuant to Section 42 of the Companies Act. Signed pursuant to internal authority granted For Thomas Cook (India) Limited Authorized Signatories Place: Mumbai Date: 27th November. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation XII. 2014. Copy of MOU entered into between the Issuer and the Registrar b. 2015 approving the issuance of NCCRPS c. Letter of consent from the Registrars for acting as Registrars to the Issue d. Letter from ICRA Limited conveying the credit rating for the NCCRPS DECLARATION The Issuer undertakes that this Information Memorandum contains full disclosures in accordance with the SEBI (Issue and Listing of Non Convertible Redeemable Preference Shares) Regulations. MATERIAL CONTRACTS AND AGREEMENTS a. However. DOCUMENTS a. the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Issuer) which are or may be deemed to be material have been entered into by the Issuer. b. in light of the circumstances under which they are made. on any working day until the issue closing date. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Corporate Office of the Issuer between 10. Application to be made to the BSE and NSE for grant of in-principle approval for listing of NCCRPS e.m. A. 2013 and Rule 14 (1) of Companies (Prospectus and Allotment of Securities) Rules. and 2. Memorandum and Articles of Association of the Issuer as amended from time to time. The Information Memorandum also does not contain any false or misleading statement. misleading. The Issuer accepts no responsibility for the statement made otherwise than in the Information Memorandum or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.m. the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer. 2015 Page 84 of 96 .

DISCLOSURE REQUIREMENTS UNDER FORM NO PAS-4 PRESCRIBED UNDER THE COMPANIES ACT. Mumbai – 400 001 Website of Company www.kenkare@in. Thomas President & 022.R. Dr. D.thomascook. R. Mr. 10 to 14 of the IM Company Management’s perception of Please refer to Page nos. 26 to 27 of the IM branches and units Brief particulars of the Please refer to Page no. Mumbai – 400 001 Contact No. 2014] 1. 21 to 23 of the IM Risk Factors Details of Default Amount Nil Duration of Nil default Present Status Statutory Debentures Deposits Loan from any (Repayment) Dues and Interest and bank or financial thereon Interest institution & thereon interest thereon NOT APPLICABLE Details of Compliance Officer Name Address Designation Phone Email id No. 2013 [Pursuant to section 42 of the Companies Act. Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation XIII. Dr.com Building. N. of the Company Fort. Secretary Road. and Company 13 Dr. GENERAL INFORMATION Name of Company Thomas Cook (India) Limited Address of the registered Thomas Cook Building. r. Mumbai 400 001 Page 85 of 96 . 26 to 27 of the IM subsidiaries Details of subsidiaries. 1978 Company Business Carried on by the Please refer to Page nos. 14 of the IM management of the Company Details of the Directors of the Please refer to Page nos. Road.thom Kenkare Cook Head.Legal 660914 ascook. Road. of corporate +91-22-6160 3333 office of the Company Date of Incorporation of 21st October. 2013 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules. D. Fort. N. 16 to 20 of the IM Company Business Carried on by its Please refer to Page nos. office of the Company Fort. N. of registered +91-22-6160 3333 office of the Company Address of the corporate office Thomas Cook Building. D. Please refer to Page nos.in Contact No.

issued.e. Terms of raising of securities Refer Page nos. offered and allotted. November 30. 125 cr. PARTICULARS OF THE OFFER Date of Passing of Board Resolution 24th October 2015 Date of Passing of Resolution in 27th November 2015 General Meeting authorizing the offer of securities Kind and Class of Security Offered Non Convertible Cumulative Redeemable Preference Shares Price at which the security is being Face value of Rs. 10 each issued at par offered Details of Valuer of the Security Not Applicable Amount to be raised by Security Rs. 2015 Purpose & Objects of the offer To meet part of the funding requirements arising out of the acquisition of the Indian operations of Kuoni Travel (India) Private Limited Contribution being made by the The Non Convertible Cumulative Redeemable Preference Shares promoters or Directors either as part [‘NCCRPS’] shall be created. to overseas entity/(ies) belonging to the Fairfax Group.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 2. 64 to 71 of the IM Validity of Letter of Offer (Period) 1 day i. Principle terms of Assets charged as Not Applicable Security Page 86 of 96 . at the sole and absolute discretion of furtherance of such objects the Board of Directors. in one or more of the offer or separately in tranches on private placement basis. promoters of the Company.

Further. 2015. Please refer to Page no. 2013 None Year ended 31st December. may be deemed to be concerned or interested. Chandran Ratnaswami.6. Remuneration of directors (during the current year and last three financial years).811 and Rs. 2013 and Schedule XIII of the Act respectively. financially or otherwise. I. 38. since. Corrective Action taken/planned: The Company has.  II. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS. such remuneration aggregating to Rs. obtained the approval of the shareholders at the Annual General Meeting held on 27th August. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark 15 Month Period ended 31st March.443 for the 15 months period ended March 31. managerial remuneration aggregating to Rs. Any financial or other material interest of the directors. LITIGATION.371. Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided. The Company also has made necessary applications to the Central Government and is awaiting its approval. 2015 The Managerial remuneration aggregating to Rs. 55 to 62 of the IM V.662 is subject to approval of the shareholders. 2011 None Page 87 of 96 . ETC.2. along with his relatives. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed Nil III. 45. if any and/or having a position as a Director or Key Managerial Personnel in the overseas entity/(ies) belonging to the Fairfax Group.632 exceeded the permissible limit as prescribed under Schedule V of the Companies Act. Year ended 31st December. 2015 paid to the directors. 14 of the IM IV. promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. Director (DIN: 00109215). promoters of the Company.371. Mr. Please refer to Page nos.512.858. to the extent of shares held.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 3. Consequential impact on the financial statements is presently not ascertainable. and is subject to the approval of the Central Government.

Information Memorandum Thomas Cook (India) Limited
Private & Confidential – Not for Circulation

Year ended 31st December, 2010

None

VI. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or
any previous company law in the last three years immediately preceding the year of circulation of offer
letter in the case of company and all of its subsidiaries. Also, if there were any prosecutions filed
(whether pending or not), fines imposed, compounding of offences in the last three years immediately
preceding the year of the offer letter and if so, section-wise details thereof for the company and all of
its subsidiaries.

Nil

VII. Details of acts of material frauds committed against the company in the last three years (if any), and if
so, the action taken by the company

15 Month Period ended 31st March, 2015

As reported, employees of the Group and other parties misappropriated assets aggregating to Rs 21,931,064
(Previous Year Rs 10,371,251) during the period. Out of this amount, the Group has recovered Rs
3,324,962 so far. The cases are under investigation and the Group has taken steps for recovering the
balance amount.

Year ended 31st December, 2013

As reported, employees of the Group and other parties misappropriated assets aggregating to Rs 10,371,251
(Previous Year Rs 5,866,459) during the year. Out of this amount, the Group has recovered Rs 2,093,897
so far. The cases are under investigation and the Company has taken steps for recovering the balance
amount.

Year ended 31st December, 2012
Employees of the Company and other parties misappropriated assets aggregating to Rs 5,866,459 (Previous
Year Rs 22,255,369) during the year. Out of this amount, the Company has recovered Rs 3,435,104 so far
and insurance policies amounting to Rs 455,072 have been cancelled. The cases are under investigation and
the Company has taken steps for recovering the balance amount.

Year ended 31st December, 2011
Employees of the Company and other parties misappropriated assets aggregating to Rs 22,255,369
(Previous Year Rs 5,620,000) during the year. The Company has recovered Rs 8,365,540 so far. The cases
are under investigation and Company has taken steps for recovering the balance amount.

Year ended 31st December, 2010

Employees of the Company and other parties misappropriated assets aggregating to Rs 5,620,000 (Previous
Year Rs 6,298,294) during the year. The Company has recovered Rs 350,000 so far .The cases are under
investigation and Company has taken steps for recovering the balance amount.

Page 88 of 96

Information Memorandum Thomas Cook (India) Limited
Private & Confidential – Not for Circulation
4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner
in a tabular form (as on date):

(i) (a) The authorised, issued, subscribed and paid up capital
(number of securities, description and aggregate nominal value);
Authorised:
1,33,50,00,000 Equity Shares of Re. 1 each Rs. 1,33,50,00,000
25,00,00,000 Preference Shares of Rs. 10 each Rs. 250,00,00,000
Total
Issued, Subscribed and Paid up:
36,57,88,809 Equity Shares of Re. 1 each fully paid-up Rs. 36,57,88,809

(b) Size of the present offer; and Rs. 1,25,00,00,000

(c) Paid up capital:

(A) After the offer; and Rs. 161,57,88,809

(B) After conversion of convertible instruments (if applicable); NA

(d) Share premium account (before and after the offer). Rs. 8,553,664,377

(ii) The details of the existing share capital of the issuer company Kindly refer page nos. 34 to 37 of
in a tabular form, indicating therein with regard to each allotment, Information Memorandum
the date of allotment, the number of shares allotted, the face value
of the shares allotted, the price and the form of consideration.
Provided that the issuer company shall also disclose the number Kindly refer page nos. 37 & 39 of
and price at which each of the allotments were made in the last Information Memorandum
one year preceding the date of the offer letter separately
indicating the allotments made for considerations other than cash
and the details of the consideration in each case.
b. Profits of the company, before and after making provision for Kindly refer page nos. 28, 49 & 52 to 53 of
tax, for the three financial years immediately preceding the date Information Memorandum
of circulation of offer letter.
c. Dividends declared by the company in respect of the said three Kindly refer page nos. 28 to 29 of
financial years; interest coverage ratio for last three years (Cash Information Memorandum
profit after tax plus interest paid/interest paid).
d. A summary of the financial position of the company as in the Kindly refer page nos. 47 to 49 & 51 to 52
three audited balance sheets immediately preceding the date of of Information Memorandum
circulation of offer letter.
e . Audited Cash Flow Statement for the three years immediately Kindly refer page nos. 49 to 51 & 53 to 55
preceding the date of circulation of offer letter. of Information Memorandum
f. Any change in accounting policies during the last three years No change in the accounting policies
and their effect on the profits and the reserves of the company. during last three years.

Page 89 of 96

Information Memorandum Thomas Cook (India) Limited
Private & Confidential – Not for Circulation
5. DECLARATION BY THE DIRECTORS

I, Madhavan Menon, hereby declare on behalf of the Board of Directors of the Company that:

a) The Company has complied with the provisions of the Act and the rules made thereunder;

b) This IM contains full disclosures in accordance with SEBI (Issue and Listing of Non-Convertible
Redeemable Preference Shares) Regulations 2013;

c) The compliance with the Act and the rules does not imply that payment of dividend or interest or
repayment of NCCRPS, if applicable, is guaranteed by the Central Government;

d) The monies received under this Issue shall be used only for the purposes and objects indicated in this
IM.

I am authorized by the Board of Directors of the Company vide resolution dated November 27, 2015 to sign this
form and declare that all the requirements of Companies Act, 2013 and the rules made there under in respect of
the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in
this form and in the attachments thereto is true, correct and complete and no information material to the subject
matter of this form has been suppressed or concealed and is as per the original records maintained by the
promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly
attached to this form.

Signed by

Madhavan Menon
Managing Director
DIN: 00008542

Date: 27th November, 2015
Place: Mumbai

ANNEXURE

1. COPY OF CREDIT RATING RATIONALE
2. APPLICATION FORM AND ACKNOWLEDGEMENT SLIP
3. REPAYMENT SCHEDULE FOR EXISTING DEBENTURES

Page 90 of 96

Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation XIV. COPY OF RATING LETTER FROM ICRA LIMITED Page 91 of 96 . ANNEXURES 1.

Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Page 92 of 96 .

Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Page 93 of 96 .

I/We confirm that I/We are applying to the NCCRPS as investors and not as distributors. Road. 1. Fort. and in particular. Having read and understood the contents of the Information Memorandum dated 27th November.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 2. I/We understand that we are assuming on our own account. APPLICATION FORM AND ACKNOWLEDGEMENT SLIP Sr. in their entirety and further confirm that in making my/our investment decisions I/we have relied on my/our own examination of the Company and the terms of the Issue of the NCCRPS. except as set out in the IM. 3. 5. No. Capitalised terms used herein and not defined herein shall have the meaning given to them in the IM. 2015 (“IM”) in relation to the private placement of the Non Convertible Cumulative Redeemable Preference Shares (NCCRPS). Notwithstanding anything contained in the IM and the attachments thereto. all risk of loss that may occur or be suffered by us including as to the principal. Mumbai – 400 001 Tel: +91-22-6160 3333. 001 From. approval of RBI granted for the purpose. regulations. D. ____________________________ ____________________________ ____________________________ ____________________________ ____________________________ ____________________________ Tel: _________________________ Fax: ________________________ To. rules. terms and conditions of the IM and the attachments. and comply with the applicable laws. please place my/our name(s) on the Register of Members for NCCRPS. On allotment. 2. of NCCRPS applied (in figures) No. I/We bind ourselves to the terms and conditions as contained in the IM. I/We undertake that post allotment of NCCRPS. I/we confirm that I/we have carefully read and understood the contents. Fax: +91-22-66091454 Application No: ___________ Date: ___________ Dear Sirs. Thomas Cook (India) Limited Dr. I/we hereby apply for allotment of the NCCRPS to us. (Please read carefully the instructions on next page before filling this form) Details No. of NCCRPS applied (in words) Amount( INR in figures) Amount ( INR in words) Page 94 of 96 . 4. N. the allottee shall continue to hold the NCCRPS until the completion of tenure of the NCCRPS as per the terms and conditions of the issue. returns on. The amount payable on application as shown below is remitted herewith. shall not look directly or indirectly to the Company (or to any person acting on its behalf) to indemnify or otherwise hold me/us harmless in respect of any such damage.

The application would be accepted as per the terms of the issue outlined in the IM. Application forms duly completed in all respects. 8. In case the full particulars are not given. you are requested to mention the full particulars of the bank account. of NCCRPS applied (in words) Amount( INR in figures) Amount ( INR in words) (Cheques /Demand Drafts are subject to realization) INSTRUCTIONS 1.No separate receipt will be issued. 5.40021 Account No. 7. You must complete application in full in BLOCK LETTERS IN ENGLISH. NARIMAN POINT MUMBAI. 2311685181 RTGS/NEFT/IFSC Code KKBK0000958 Depository Details DP Name DP ID Client ID (*) We understand that in case of allotment of NCCRPS to us/our Beneficiary Account as mentioned above would be credited to the extent of NCCRPS allotted. Page 95 of 96 . The “Acknowledgement Slip” appearing below the Application Form will acknowledge receipt of applications.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation Applicant’s Name & Address in full (please use capital letters) Pin Code: Telephone: Fax: Email: Name of Authorized Signatory Designation Signature Details of Bank Account in which application money needs to be deposited Beneficiary Name Thomas Cook (India) Limited Bank Name Kotak Mahindra Bank Limited Account Title: Thomas Cook (India) Limited–NCCRPS 2015 II -5C . together with payments in accordance with the IM (See “How to Apply”). as specified in the application form. Applicants need to submit certified copies of the documents required to be submitted in accordance with the instructions set forth in the IM (See “ – How to Apply”). As a matter of precaution against possible mistaken payments under the NCCRPS. of NCCRPS applied (in figures) No. 4. 2. Your Signatures should be made in English or in any of the Indian languages 3. __________________________________(Tear here)______________________________ ACKNOWLEDGEMENT SLIP Details No. cheques will be issued in the name of the applicant at their own risk. MITTAL COURT Bank Branch Address 224 . 6.

000 Page 96 of 96 . 2017 33.00.00.00.00. REPAYMENT SCHEDULE FOR NON-CONVERTIBLE DEBENTURES OUTSTANDING AS AT 30TH SEPTEMBER 2015 Sr.00. 2020 34. 2018 33.000 4 31st August.00.000 2 15th April.000 6 31st August.00.34.33. 2016 33. No Due Date Amount of Principal 1 15th April.33. 2018 33.00.000 5 30th August.000 3 15th April. 2019 33.Information Memorandum Thomas Cook (India) Limited Private & Confidential – Not for Circulation 3.00.