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Thomas Coolc (ndia} Ltd. A Wing, 11th Floor, Marathon Future>< N. M. Joshi Marg, Lower Parel Mumbai 400 013 Board No.: +Ql-77-4 7 47 7nnn -a>< No. : +~1-22-2302 2a64,,...,... Travel Smooth thomascook.in 2nd September, 2016 The Manager, Listing Department SSE Limited Phiroze Jeejeebhoy T ewers Dalal Street Mumbai - 400 001 Scrip Code: 500413 NCCPRS Scrip Code: 715022 NCD Scrip Code: 949099, 952673, 952674, 952675 Fax No.: 2272 2037394161 The Manager, Listing Department National Stock Exchange of ndia Limited Exchange Plaza, 5th Floor, Plot No.C1 G Block, Bandra-Kurla Complex, Bandra (E) Mumbai-400 051 Scrip Code: THOMASCOOK NCCPRS Scrip Code: Thomas Cook CRNCPS 8.50% 2022 NCD:THC10.52; Thomas Cook 9.37% 2018 SERES 1; Thomas Cook 9.37% 2019 SERES 2; Thomas Cook 9.37% 2020 SERES 3 Fax No.: 2659 823738 A FARFAX Company Dear Sir Madam, Sub: Regulation 30 and Regulation 44 (3) of the SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015- Proceeding and details of the voting results of the 39th Annual General Meeting respectively. With regard to the 39th Annual General Meeting of the Company held today we are enclosing herewith following: (1) Summary of proceedings as required under Regulation 30, Part-A of Schedule -ll of the SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure - 1. (2) Voting results as required under Regulation 44 of the SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure -. (3) Report of Scrutinizer dated 2nd September, 2016, pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4) (xii) of the Companies (Management ;:incl Arlministr;:itinn) Rules, 2014 as Annixura-111. The above are also being uploaded on the Company's website. This is for your information and records. Tl1ct11k yuu, Yours faithfully, for Thomas Cook (lndi~) l..imited Amit J. arekh Company Secretary and Compliance Officer Encl.: aa Holidays Foreign E><c~ange Business Travel Visas nsurance Corporate Office: A Wing, 11th Floor, Marathon Future><, N. M. Joshi Marg, Lower Parel, Mumbai - 400 013. Registered Office: Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai - 400 001. Email id: enquiry@in.thomascook.com CN No.: L63040MH1978PLC020717 www.thomascook.in

Thomas Cool< (ndia) Ltd. A Wing, 11th Floor, Marathon Future>< N. M. Joshi Marg, Lower Parel Mumbai 400 013 Board No.: +91-22-4242 7000 Fa>< No. : +91-22-2302 2864 ~ M'iii Travel Smooth thomascook.in Annexure A FARFAX Company Summary of proceedings as required under Regulation 30, Part-A of Schedule -ll of the SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015. Date of the AGM: 2nd September, 2016 AGENDA-WSE tem Details of Agenda Resolution Mode of Result Nos. required: Voting: (Ordinary (Show of Special} handspollpo stal BalloUE Voting 1. a} To receive, consider and adopt the standalone audited Ordinary Poll, E-Voting The resolution was financial statements for the financial year ended 31st March, passed with requisite 2016 together with the Reports of the Board of Directors and majority the Auditors thereon. b} To receive, consider and adopt the consolidated audited financial statements for the financial year ended 31st March, 2016 together with the Report of Auditors thereon. 2. a) To declare Dividend on Compulsorily Convertible Preference Ordinary Poll, E-Voting The resolution was Shares (CCPS) of Rs.10- each for the period 1st April, 2015 passed with requisite to 8th September, 2015 (upto the date of conversion). majority b) To declare Dividend on Non Convertible Cumulative Redeemable Preference Shares (NCCRPS} of Rs. 10- each for the period 1st December, 2015 to 31st March, 2016 (from the date of allotment to financial year end). c) To declare Dividend on Equity Shares of Rs. 1- each for the financial year ended 31st March, 2016. 3. To appoint a Director in place of Mr. Chandran Ratnaswami Ordinary Poll, E-Voting The resolution was (DN:00109215), who retires by rotation, and being eligible, offers passed with requisite himself for re-appointment. majority 4. To re-appoint Ms Lovelock & Lewes, Chartered Accountants with Ordinary Poll, E-Voting The resolution was Firm Registration No. 301056E, as Statutory Auditors of the passed with requisite Company and to fix their remuneration. majority 5. Appointment of Mr. Sun ii Mathur (DN:00013239) as an Ordinary Poll, E-Voting The resolution was ndependent Direr.tor of tha r.nmr::iny po33cd with requisite - majority 0. Aµµui1 1l111 e1 1l ur M,. Nilc:i1 Vll<amsey (DN:000J1:21JJ as an 01Lli11a1y Poll, E-Votng The resolution was ndependent Director of the Company. passed with requisite rnajorlty 7. Alteration of Objects Clause of Memorandum of Association of Special Poll, E-Voting The resolution was the Company. passed with requisite majority For Thomas Cook (ndia) Limited Am~J:g~ Company Secretary and Compliance Officer Holidays Foreign E><C~ange Business Travel Visas nsurance Corporate Office: A Wing, 11th Floor, Marathon Future><, N. M. Joshi Marg, Lower Parel, Mumbai - 400 013. Registered Office: Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai - 400 001. Email id: enquiry@in.thomascook.com CN No.: L63040MH1978PLC020717 www.thomascool<.in

Annexure

PARKH f & ASSOCATES COMPANY,' SECRETARES To, The Chairman Thomas Cook (ndia) Limited Thomas Cook Building, Dr D. N. Road, Fort, Mumbai 400001 Annexure Office: 111, 11th Floor, Sai-Dwar CHS Ltd, Sab TV Lane, Opp Laxmi ndustrial Estate Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400 053 Tel.: 26301232 26301233 26301240 Email : cs@parikhassociates.com parikh.associates@rediffmail.com Dear Sir, Sub: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and voting through ballot paper at the Annual General Meeting of Thomas Cook (ndia) Limited held on Friday, September 02, 2016 at 3:30 p.m., P. N. Parikh, of M s. Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Thomas Cook (ndia) Limited pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process h1 respect of the below mentioned resolutions passed at the 39th Annual General Meeting (AGM) of Thom0s Cook (ndia) T.imitf:'<l held on Friday, September 02, 2016 at 3:30 p.m. was also appointed as Scrutinizer to scrutinize the voting process al the said AGM held on September 02, 2016 The Notice dated May 28, 2016 along with statement setting out material facts under Section 102 of the Act were sent to the Shareholders in respect of the below mentioned resolutions passed at the AGM of the Company. The Company had availed the remote e-voting facility offered by National Securities Depository Limited (NSDL) for conducting e-voting by the Shareholders of the Company. The Company had also provided voting facility to the shareholders present at the AGM and who had not cast their vote earlier through remote e-voting facility. The shareholders of the company holding shares as on the "cut-off" date of August 26, 2016 were entitled to vote on the resolutions as contained in the Notice of the AGM. The voting period for remote e-voting commenced on Tuesday, August 30, 2016 at 9:00 a.m. (ST) and ended on Thursday, September 01, 2016 at 05:00 p.m. (ST) and the NSDL e-voting platform was blocked thereafter.

Continuation Sheet The under remote e-voting facility were thereafter unblocked in the presence of two witnesses who were not in the employment of the Company and after the conclusion of the voting at the AGM the there under were counted. have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data downloaded from the National Securities Depository Limited (NSDL) e-voting system and voting through ballot paper at the AGM. now submit my consolidated Report as under on the result of the remote e-voting and voting through ballo"t paper at the AGM in respect of the said Resolutions. Resolution 1: Ordinary Resolution a. To receive, consider and adopt the standalone audited financial statements for the financial year ended 31st March, 2016 together with the Reports of the Board of Directors and the Auditors thereon b. To receive, consider and adopt the consolidated audited financial statements for the financial year ended 31st March, 2016 together with the Report of Auditors thereon. (i) Voted in favour of the resolution: Number of valid 215 28,46,57,950 100.00(Rounded Off) (ii) Voted against the resolution: 4 Number of valid 242 0.00 (iii) nvalid votes: Number of members whose votes were declared invalid Number of invalid.

Continuation Sheet Resolution 2: Ordinary Resolution a. To declare Dividend on Compulsorily Convertible Preference Shares (CCPS) of Rs. 10- each for the period 1st April, 2015 to 8th September, 2015 (upto the date of conversion). b. To declare Dividend on Non Convertible Cumulative Redeemable Preference Shares (NCCRPS) of Rs. 10- each for the period 1st December, 2015 to 31st March, 2016 (from the date of allotment to financial year end). c. ;To declare Dividend on Equity Shares of Re. 1- each for the financial year ended 31st March, 2016. (i) Voted in favour of the resolution: Number of valid 219 29,52,41,921 100.00(Rounded Off) (ii) Voted against the resolution: 7 Number of valid 562 0.00 (iii) nvalid votes: Number of members whose votcej v-.'crc declared invalid Number of invalid by U1em

Continuation Sheet Resoltttion 3: Ordinary Resolution. To appoint a Director in place of Mr. Chandran Ratnaswami (DN: 00109215), who retires by rotation, and being eligible, offers himself for re-appointment. (i) Voted in favour of the resolution: Number of.members voted Number of valid 190 28,76,71,075 97.51 (ii) Voted against the resolution: 34 (iii) nvalid votes: Number of members whose votes were declared invalid Number of valid 73,41,860 Number of invalid 2.49.

Continuation Sheet Resolution 4: Ordinary Resolution To re-appoint Ms Lovelock & Lewes, Chartered Accountants with Firm Registration No. 301056 as Statutory Auditors of the Company and to fix their remuneration: (i) Voted in favour of the resolution: Number of valid 212 28,46,51,240,. (ii) Voted against the resolution: 100.00(Rounded Off) 7 Number of valid 6,952 0.00 (iii) nvalid votes: Number of members whose votes were declared invalid Number of invalid

Continuation Sheet Resolution 5: Ordinary Resolution Appointment of Mr. Sunil Mathur (DN 0001,3239) as an ndependent Director of the company. (i) Voted in favour of the resolution: Number of valid (ii) Voted against the resolution: 214 29,16,59,528 98.79 Number of valid 11 35,82,705 1.21 (iii) nvalid votes: Number of members whose Number of invalid votes were declared invalid.

Continuation Sheet Resolution 6: Ordinary Resolution Appointment of Mr. Nilesh Vikamsey (DN: 00031213) as an ndependent Director of the Company (i) Voted in favour of the resolution: Number of valid 217 29,16,93,196 98.80 (ii) Voted against the resolution:, (iii) nvalid votes: 8 Number of valid 35,49,037 1.20 Number of members whose votes were declared invalid Number of invalid,

Continuation Sheet Resolution 7: Special Resolution Alteration of Objects Clause of Memorandum of Association of the Company. (i) Voted in favour of the resolution: Number of valid 217 29,52,33,596 100.00(Rounded Off) (ii) Voted against the resolution: Number of valid 8 8,637 0.00 (iii) nvalid votes: Number of members whose Number of invalid votes were declared invalid Thanking you, faithfully,.. c.parikh D arikh & A330daltt. Practising Company Secretaries PCS: 327 CP: 1228 111,11th Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp. Laxmi ndl. Estate, Off Link Road, Above Shabari Restaurant Andheri West, Mumbai- 400053 Place: Mumbai Date : September 02, 2016